Turbine Aviation Inc (TURA)

[Southern Gal]

Turbine Aviation, Inc.
2 Spencer Road, Suite 103
TURBINE AVIATION, INC.
COMPANY INFORMATION AND DISCLOSURE STATEMENT
Part A:General Company Information
As used in this disclosure statement, the terms "we", "us", "our", “TURA” and the "Company" means, Turbine Aviation, Inc., a Nevada corporation.
Item I: The exact name of the issuer and its predecessor (if any).
Current since April 1, 2014: Turbine Aviation, Inc.
Before March 31, 2014: Global General Technologies, Inc.
Item II: The address of the issuer’s principal executive offices
Turbine Aviation, Inc.
2 Spencer Road, Suite 103
Item III: The jurisdiction(s) and date of the issuer’s incorporation or organization.
Turbine Aviation, Inc. (the “Company”) was originally incorporated on April 26, 1993 under the laws of Nevada.
Part B: Share Structure
Item IV: The exact title and class of securities outstanding.
???Boerne, TX 78006
210.446.5170
Website: http://www.integrityaviation.aero/
?Email: [e-mail]
???Security Symbol: CUSIP Number: Classes: Authorized: Outstanding:
Security Symbol: CUSIP Number: Classes: Authorized: Outstanding:
Security Symbol: CUSIP Number:
TURA
89990A102
Common Stock 950,000,000 327,016
N/A
N/A
Preferred Stock 10,000,000 10,000,000
N/A N/A
Boerne, TX 78006 210.446.5170
Classes: Designated: Outstanding:
Series C Preferred Stock 10,000,000
10,000,000
3) The Company agrees to remain current in all of its filings.
Item V: Par or stated value and description of the security.
A. Par or Stated Value.
Common Stock: $.001 par value Preferred Stock: $.001 par value
B. Common or Preferred Stock.
1. For common equity, describe any dividend, voting and preemption rights.
Each share of Common Stock is entitled to one vote, which shares do not have pre-emptive rights. Dividends, if any, are declared at the discretion of the Board of Directors.
2. For preferred stock, describe the dividend, voting, conversion and liquidation rights as well as redemption or sinking fund provisions.
The designation, powers, including voting rights, preferences and any qualifications, limitations, or restrictions of the Preferred Stock will be established from time to time upon the approval by both Directors and Majority Shareholders of Company.
On December 10, 2008, the Company filed a Certificate of Amendment with the State of Nevada amend its articles for the designation of 10,000,000 shares of Preferred Stock, $.001 par value, which shall each have the relative rights, privileges, limitations and preferences as set forth below:
Convertible Preferred Series C Stock
a. Designation. The series of Preferred Stock created hereby shall be designated the Convertible PreferredSeriesCStock(the"ConvertiblePreferredSeriesC Stock").
b. Authorized Shares. The number of authorized shares of Convertible Preferred Series C Stock shall be 10,000,000 (ten million) shares.
c. Liquidation Rights. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the Series C Convertible Preferred Stock shall be entitled to receive the same distribution as holders of Common Stock as if the Series C Convertible Preferred Stock were converted to Common Stock on the day immediately prior to the record date for such distribution.
d. Dividends. The holders of shares of Series C Convertible Preferred Stock shall be entitled
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to receive dividends as a class with the holders of Common Stock on the day immediately prior to the record date for such dividend. Each share of Series C Convertible Preferred Stock shall rand on a parity with each other share of Series C Convertible Preferred Stock with respect to dividends
e. Conversion Rights. Each share of Convertible Preferred Series C Stock shall be convertible, at the option of the Holder, into 23.3 fully paid and non-assessable shares of the Corporation's Common Stock. The foregoing conversion calculation shall be hereinafter referred to as the “Conversion Ratio.”
f. Voting Rights. Except as otherwise expressly provided herein or as required by law, the Holders of shares of Convertible Preferred Series C Stock shall be entitled to vote on any and all matters considered and voted upon by the Corporation's Common Stock. The Holders of the Convertible Preferred Series C Stock shall be entitled to 23.3 vote per share of Convertible Preferred Series C Stock.
3. Describe any other material rights of common or preferred stockholders. None.
4. Describe any provision in issuer's charter or by-laws that would delay, defer or prevent a change in control of the issuer.
The issuance of 10,000,000 shares of Convertible Preferred Series C stock to Victor
Farias, which have total voting power of 233,000,000 common shares on a fully diluted basis, may tend to delay, defer or prevent a change in control of the issuer.
Item VI: The number of shares or total amount of the securities outstanding for each class of securities authorized.
??Common Stock
Period end date:
Number of Shares Outstanding: Number of Shares Authorized:
(1) Shareholders currently hold more than 5%
Preferred Stock - Convertible Preferred Series C Stock
Period end date:
Number of Shares Outstanding:
Number of Shares Authorized:
Public Float:
Total Number of Beneficial Shareholders (2): Total Number of Shareholders of Record:
June 11, 2015 327,016 950,000,000
June 11, 2015 10,000,000 10,000,000 -0-
1 1
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Shareholder currently holds 100% ownership.
Part C:Business Information
Item VII: The name address of the transfer agent
Note: is a registered transfer agent with the U.S. S.E.C.
Item VIII: The nature of the issuer's business
A. Business Development:
??Heritage US Transfer Corp
?4 King Street West
?Suite 1320
?Toronto, ONT M5H 1B6
?416-364-9509
?The Company was formed on April 26, 1993 in the State of Nevada under the name of EPO, Inc
?and on March 3, 1999 changed its name to Think!.Com, Incorporated. The Company filed
?Articles of Amendment on April 23, 2001 to change its name to Knowledge Transfer Systems,
?Inc.
?From its date of formation until December 31, 2002, the Company engaged in the development
?and sale of technology-based training solutions and software programs that were used to teach
?and train individuals to operate popular business and home use software programs.
?Beginning February 2005, the Company has focused on the acquisition of businesses engaged in
?the homeland security industry. On July 5, 2005, the Company changed its corporate name
??from
Knowledge Transfer Systems, Inc. to Global General Technologies, Inc.
?On May 28, 2008, Global General Technologies, Inc. entered into an asset purchase agreement
?with privately held SmartWear Technologies, Inc. SmartWear became a shareholder of GLGT,
?and not a subsidiary.
In June 2009, the Company acquired both Collagenna Skin Care Products and I.T.I Bio-tech International Inc as wholly owned subsidiaries.
February 28, 2014, the majority shareholder, Emry Capital Group, Inc., entered into a Stock Purchase Agreement with Victor Farias, whereby Mr. Farias purchased 10,000,000 shares of the Company’s Preferred Series C Shares of Stock. In addition, Mr. Farias entered into a Stock Purchase Agreement with majority shareholder, TRX Fundco, Inc., to purchase 385,280, 916 of the Company’s restricted Common Stock.
1. The form of organization of the issuer:
Nevada Corporation.
2. The year that the issuer (or any predecessor) was organized:
Incorporated in the State of Nevada on April 26, 1993 as Knowledge Transfer Systems, Inc.
3. The issuer's fiscal year end date: December 31
4. Whether the issuer (or any predecessor) has been in bankruptcy, receivership or any similar proceeding:
None
5. Any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets:
Pursuant to the Stock Purchase Agreement between the Company (then operating as Global General Technologies, Inc.) and Victor Farias., Mr. Farias purchased the Preferred and Common shares of the Company. As a result, Mr. Farias. had effective and actual operating control of the Company. Global General Technologies, Inc. changed its name to Turbine Aviation, Inc.
Since that time its common stock has formerly traded on the OTC Pink Sheets under the symbol of “GLGT” and now trades under the symbol “TURA”. The Company filed a Certificate of Amendment with the Nevada Secretary of State on October 20, 2014, to change its name to Turbine Aviation, Inc.
On October 20, 2014, the Company filed a Certificate of Change with the Nevada Secretary of State regarding a 1:10,000 reverse stock split of its common stock. The reverse split was effective as of December 18, 2014. The authorized capitalization of Turbine Aviation, Inc. now amounts to 950,000,000 shares of Common Stock, par value $.001, and 10,000,000 shares of Preferred Stock, par value $.001. Out of the 10,000,000 shares of preferred stock, 10,000,000 shares were further designated as Convertible Series C Preferred Stock. Each share has a conversion ratio of 1:100 and is entitled to one hundred (100) votes on any and all matters considered and voted upon by the Company’s common stock. On December 10, 2008, the Company cancelled the Designations for Series Class A and Class B Preferred Stock.
6. Any default of the terms of any note, loan, lease, or other indebtedness or financing arrangement requiring the issuer to make payments:
None.
7. Any change of control:
Pursuant to a Stock Purchase Agreement between the Company (then operating as Global General Technologies, Inc.) and Victor Farias., Mr. Farias purchased10,000,000 shares of the
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Company’s Preferred Series C stock and 385,280,916 shares of its common stock. As a result, Mr. Farias had effective and actual operating control of the Company.
On February 28, 2014, the Board of Directors of the Company appointed the following persons as Officers and Directors of the Company:
Victor Farias – President, CEO, and Director
8. Any stock splits, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization anticipated in the next 12 months.
None.
9. Any de-listing of the issuer's securities by any securities exchange or deletion from the OTC:
None.
10. Any current, past, pending or threatened legal proceedings or administrative actions either by or against the issuer that could have a material effect on the issuer's business, financial condition, or operations and any current, past or pending trading suspensions by a securities regulator. State the names of the principal parties, the nature and current status of the matters, and the amounts involved:
None.
There are no pending or threatened legal or administrative actions pending or threatened against the Company.
B. Business of Issuer.
The Company is in partnership with a commercial aircraft engine maintenance facility and a leasing company and is uniquely positioned to take advantage of a growing market, acquiring and deploying aviation assets at attractive terms.
TURA raises capital so that the aircraft engine maintenance facility can locate, purchase, and refurbish aircraft engines at their repair facility. The leasing company then leases these engines to commercial air carriers worldwide
1. The issuer's primary and secondary SIC Codes;
The Primary SIC Code for the company is
5088 –Transportation Equipment and Supplies, Except Motor Vehicles
2. If the issuer has never conducted operations, is in the development stage, or is currently conducting operations:
The Company is currently conducting business and has operations.
3. If the issuer is considered a "shell company" pursuant to Securities Act Rule 405:
The Company is not a “shell company” as that term is defined in Rule 405 of the Securities Act.
4. The names of any parent, subsidiary, or affiliate of the issuer, and its business purpose, its method of operation, its ownership, and whether it is included in the financial statements attached to this disclosure statement.
None.
5. The effect of existing or probable governmental regulations on the business;
The Company has never been the subject of any government regulatory relationship.
Item IX: The nature of products or services offered.
The Company, is devoted to providing financing for locating, purchasing and servicing refurbished aircraft engines. These engines are refurbished at a partnering MRO facility, and then TURA utilizes a leasing company to lease the refurbished engines to commercial air carriers worldwide.
Leasing aircraft engines will generate consistent and recurrent revenue that is a predictable revenue source.
The market for aircraft engines is global and includes passenger airlines, air cargo operators, government services, and VIP air services.
Aircraft engines have long useful lives (40+ years), can be leased numerous times and then be sold opportunistically.
Marketing Strategy
The outlook for the global commercial aviation market is very favorable. World air transport demand is projected to grow 5.2% per year from 2011 to 2030. (EmbraerMarket Forecast)
To meet this increased demand, the size of the worldwide aviation fleet is expected to grow from around 19,400 airplanes today to more than 39,500 by 2030. (BoeingMarket Forecast)
The Company’s strategy to increase sales will be to allow the leasing company to lease our aircraft engines to credit worthy carriers will optimally managing the engine lease portfolio.
Drivers of Growth
•Major airlines worldwide required to maintain spare engine inventory •Outsourcing trend in the airline industry to minimize fixed costs
•Airlines reduce costs through outsourcing maintenance and leasing spare engines
• The Company operates key businesses to capture outsourcing business–providing both maintenance and popular engine types.
4. Patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts, including their duration:
None.
5. The need for any government approval of principal products or services. Discuss the status of any requested government approvals.
The Company is FAA certified and requires government oversight due to the nature of the business.
Item X: The nature and extent of the issuer's facilities.
The Company is currently leasing an office space in Boerne, TX.
Part D:Management Structure and Financial Information
Item XI The name of the chief executive officer, members of the board of directors, as well as control persons.
A. Officers and Directors.
President and Director, Control Person
Full Name: Victor Farias
Business Address: 2 Spencer Road, Suite 103, Boerne, TX 78006
B. Legal/Disciplinary History.
1. Conviction in a criminal proceeding or named as a defendant in a criminal proceeding: None.
2. Entry of an order, judgment, or decree, not reversed, suspended or vacated that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, or bank activities: None.
3. A finding or judgment by a court (in civil action), the SEC, the Commodity Futures trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law: None.
4. The entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended or otherwise limited such person’s involvement in any type of business or securities: None.
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C. Disclosure of Related Party Transactions.
There are no related party transactions as of June 11, 2015.
E. Disclosure of Conflicts of Interest. There are no conflicts of interest.
Item XII: Financial information for the issuer's most recent fiscal period.
The unaudited consolidated balance sheets, consolidated statements of operations, consolidated statements of cash flows, consolidated statements of changes in stockholders’ deficit and financial notes for the period from fiscal year end December 31, 2013 through fiscal year end December 31, 2014 are included in the Disclose Statement.
Item XIII: Similar financial information for such part of the two preceding fiscal years as the issuer or its predecessor has been in existence.
The unaudited consolidated balance sheets, consolidated statements of operations, consolidated statements of cash flows, consolidated statements of changes in stockholders’ deficit and financial notes from inception (June 20, 2014) through December 31, 2014 was previously filed on May 19, 2015.
Item XIV: Beneficial owners.
Provide a list of the name, address and shareholdings of all persons beneficially owning more than five percent (5%) of any class of the issuer's equity securities.
??As of June 11, 2015: Common Stock
Name Victor Farias
Victor Farias
Address
2 Spencer Road, Suite 103 Boerne, TX 78006
2 Spencer Road, Suite 103 Boerne, TX 78006
Number Of Shares
10,000,000 Preferred Series C Shares
46,529
Post Reverse Stock Split Common Shares
Percentage Of Class
Item XV: The name, address, telephone number, and email address of each of the following outside providers that advise the issuer on matters relating to the operations, business development and disclosure:
1. Investment Banker None
100% 14.22%
2. Promoters None
3. Counsel None.
4. Accountant or Auditor
None.
5. Public Relations Consultant(s)
None.
6. Investor Relations Consultant
None.
7. Any other advisor(s) that assisted, advised, prepared or provided information with respect to this disclosure statement - the information shall include the telephone number and email
None
Item XVI: Management's discussion and analysis or plan of operation.
A. Analysis of Financial Condition and Results of Operations.
For the Period from fiscal year ending 12,31,2013 through December 31, 2014
Revenues
Revenues for the fiscal years ending December 31, 2013 and December 31, 2014 were $25,000 and $240,000 respectively.
Operating Expenses
We had operating expenses of $221,776 and $926,086 for the period ending December 21, 2013 and December 31, 2014. Operating expenses were in connection with our daily operations, including but not limited to, consulting fees, accounting fees, compensation, rent, organization expense, legal and others.
Both operating costs and expected revenue generation are difficult to predict. There can be no assurance that revenues will be sufficient to cover future operating costs, and it may be necessary to continuously raise additional capital to sustain operations.
We expect our operating expenses will significantly increase in 2015 resulting from the addition of marketing and client service staff and professional services.
Income/Losses
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Net loss was $196,776 and $686,086 for the period ending December 21, 2013 and December 31, 2014. The net loss was primarily attributable to the development costs of the Company’s organizational plans, consulting and administrative fees.
Liquidity And Capital Resources
During the period ending December 31, 2013 and December 31, 2014, net cash flows used in operating activities were ($2,564,443) and ($1,390,120).
During the period ending December 31, 2013 and December 31, 2014, net cash flows used in investing activities were ($7,000) and ($1,390,120).
During the period ending December 31, 2013 and December 31, 2014, net cash flows provided by financing activities was $2,861,739 and $1,712,577.
We had $603,586 cash on hand as of December 31, 2014. On the short-term basis, we will be required to raise additional funds over the next 12 months to sustain operations. On the long-term basis, we will potentially need to raise capital to grow and develop our business.
C. Off-Balance Sheet Arrangements: None
Part E: Issuance History
Item XVII: List of securities offerings and shares issued for services in the past two years.
List below any events, in chronological order, that resulted in changes in total shares outstanding by the issuer (1) within the two-year period ending on the last day of the issuer's most recent fiscal year and (2) since the last day of the issuer's most recent fiscal year.
Between January 1, 2013 through December 31, 2013:
Restricted Common Shares Issuance:
Number of shares issued: None Legend: Rule 144
Between January 1, 2014 through December 31, 2014:
Restricted Common Shares Issuance:
Number of shares issued: None Legend: Rule 144
Between January 1, 2015 through Present:
Restricted Common Shares Issuance:
Number of shares issued: None Legend: Rule 144
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Part F: Exhibits
Item XVIII: Material Contracts:
None
Item XIX: Articles of Incorporation
Articles of Incorporation and all the amendments were previously filed OTC Markets Disclosure and News Service on July 16, 2009 and amended on May 15, 2014.
Item XX: Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
None.
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Item XXI Issuer's Certifications.
I certify that:
1. I have reviewed this Information and Disclosure Statement of Turbine Aviation, Inc.
2. Based on my knowledge, this Information and Disclosure Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Information and Disclosure Statement; and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this Information and Disclosure Statement.
Date: June 12, 2015
/s/ Victor Farias Victor Farias President