Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended January 31, 2011, we issued 4,466,000 shares of our common stock, for gross proceeds of $233,000, to seven investors. We also issued 2,500,000 shares of our common stock to our board of directors as compensation for their service on the board. In addition, we issued 200,000 shares of our common stock in lieu of payment for services rendered and 1,100,000 shares of our common stock upon conversion of $31,900 of indebtedness under an outstanding convertible note.

The issuances were made pursuant to Section 4(2) of the Securities Act of 1933, as amended (“1933 Act”) and Rule 506 thereunder. All of the investors were accredited investors, as such term is defined in Rule 501 under the 1933 Act. The offering was conducted by management of the Company. No sales commissions or finders fees were paid by us or anyone else. The shares of common stock have not been, and will not be, registered under the 1933 Act and may not be offered or sold absent registration or an applicable exemption from the registration requirements.

Hope we can pay a few of the bills this time.

Item 8.01.
Other Events.

We have previously disclosed that our Carpenter Creek, LLC subsidiary had an 80% interest in the Carpenter Creek coal prospect near Round Up, Montana and that all of our leases of surface rights in the prospect were in default due to non-payment on contractual lease payments. On March 22, 2011, we sold our Carpenter Creek assets to Great Northern Carpenter Creek, L.P. (assignee of 9 leases) and Great Northern Bull Mountains, L.P. (assignee of 2 leases). The sales price was approximately $2.5 million, and the net proceeds to the Company (after payments to landowners for past due rent, funding an escrow reserve, and closing costs) were approximately $1.25 million. We intend to apply the net proceeds from this transaction towards the required payments of our previously disclosed Hunza project in Colombia.

Hmmm....

Item 5.03.
Amendment of Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 22, 2011, we filed an amendment to our articles of incorporation with the Secretary of State of Nevada to reflect the designation of the Series A Preferred Stock described in Item 3.02 above. A statement of the rights, preferences and terms of the Series A Preferred Stock is filed as Exhibit 3.1 to this Report.

Contemporaneously, with the completion of our financing transaction described in Item 3.02 above, our board of directors amended and restated our bylaws in their entirety. The new bylaws differ from the prior bylaws in the following principal respects:


Reflects our name change from “Management Energy, Inc.”

Includes provisions for stockholder meetings that are more typical for publicly held companies, including advance notice requirements, that will be necessary should we become subject to the proxy statement requirements of the Securities Exchange Act of 1934.

Institutes a “cause” standard for removal of directors by shareholders

Expands the indemnification rights of our directors and executive officers to the full protection afforded by statute

Institutes a higher voting requirement for shareholder action to amend material portions of the bylaws

Does this smell? (I'm just asking)

Item 3.02
Unregistered Sales of Equity Securities.

On March 22, 2011, we issued and sold 1,000,000 shares of Series A Preferred Stock to William D. Gross, an accredited investor, in consideration of the investor’s providing $1.0 million of financing to the Company. The issuance and sale of the Series A Preferred Stock was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933. Our board of directors had previously designated 2.0 million shares of our authorized and unissued shares of preferred stock as the Series A Preferred Stock. The terms of the Series A Preferred Stock are as follows:

Liquidation value of $1.00 per share plus accrued and unpaid dividends

Liquidation preference equal to liquidation value

Dividends to accrue at annual rate of 10%; Company may elect to pay in kind rather than in cash

Convertible into common stock at rate of $.04 per share

Redeemable at liquidation value at earlier of March 1, 2016 or change of control of Company

·
Voting rights on as converted basis

Previously, the investor loaned us $250,000, which is due and payable in installments through October of 2011. In the event that we default in the repayment of this loan, the investor will be entitled (in addition to customary creditor remedies) to receive additional shares of Series A Preferred Stock at the rate of $1.00 per share for the amounts due to him.

We have pledged a majority interest in our Armadillo Mining Corporation subsidiary to the investor to secure our obligation to repay the investor the redemption price of the Series A Preferred Stock. This pledge will be released upon the repayment to the investor of the redemption price or his earlier conversion of Series A Preferred Stock into our common stock.

As previously reported, on January 28, 2011, we issued $450,000 principal amount of convertible notes to a group of accredited investors. On March 22, 2011, the notes were repaid with the net proceeds of the sale of our Carpenter Creek project described in Item 8.01 below. Pursuant to the terms of the convertible notes, we issued warrants to purchase our common stock (at an exercise price of $.10 per share) at the time of repayment of the notes at the rate of ten warrant shares for every dollar value of the principal and interest. The warrants expire at the end of three years. The issuance and sale of the Series A Preferred Stock was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 23, 2011, Electronic Control Security Inc. (the “Company”), through its wholly owned subsidiary, ECSI International Inc. (the “Subsidiary”), and Atlantic Stewardship Bank (the “Bank”) entered into definitive agreements pursuant to which the Bank agreed to advance (each an “Advance” and together the “Advances”) to the to the Subsidiary, from time to time and as needed, up to $475,000 for working capital purposes. Interest on outstanding amounts accrues at the Prime Rate plus 0.25%.

Events of default (“Events of Default”) are comprised of the following: (i) Company’s failure to make any payment when due, (ii) Company’s breach of any term, obligation, covenant or term contained in the Note or in any related document or to comply with or perform with any such contained in any other agreement between the Company and the Bank, (iii) any representation or warranty that the Company makes in the Note or any related document shall be false or misleading in any material respect; (iv) the Company’s insolvency or liquidation or a bankruptcy event; (v) any change in ownership of 25% or more of the Company’s Common Stock; (vi) the occurrence of a material adverse change in the Company’s financial condition; (vii) Bank believes in good faith that it is not secure.

The Subsidiary’s obligations under the facility are secured by a security interest in the Subsidiary’s inventory, accounts and general intangibles pursuant to a Security Agreement dated as of March 15, 2011 between the Subsidiary and the Bank.

Don't forget to tune in for the final exciting episode of Torts Gone Wild, as we anxiously await the fate of our formerly vibrant and exciting performer, Free Enterprise.

Synopsis of final episode
While performer, Free, has always been a stunner with her generous performances featuring "something for everyone", she is viewed by some in academia as a little too vulgar and intolerant. Many think it is time to vote her off the island, and the finale, set in our nations capital, will likely be a "barn burner".

Women Take On Wal-Mart
http://www.benzinga.com/news/11/03/959441/women-take-on-wal-mart-wmt

The U.S. Chamber of Commerce filed a brief siding with Wal-Mart, saying that allowing the class-action suit to go forward "would bury American businesses in abusive class-action lawsuits to the detriment of consumers, the U.S. economy and the judicial system itself."

http://www.bizjournals.com/phoenix/news/2011/03/28/sex-bias-suit-against-wal-mart-arrives.html

"Bentonville vs Berkeley"? Are you ready to pay the legal eagle piper, if Walmart loses? Of course, it won't be just Walmart, and I recommend you start thinking about your own personal favorite store/business for which you will pay the tort tax, should "Berkeley" prevail.

Justices to hear appeal over Wal-Mart gender pay lawsuit

http://www.cnn.com/2011/US/03/28/scotus.wal.mart/

Is Theodora becoming a little impatient or is it anxiety?

NOTE 5 - RELATED PARTY TRANSACTIONS

As part of the acquisition of Harbin Aerospace Company (HAC), the Company assumed $200,000 of obligations under a note payable plus $11,737 of accrued interest. The holder of the note payable (Theodora Kobal) is the mother-in-law of William McKay, the Chairman of the Company’s Board of Directors and Chief Executive Officer. On June 4, 2010, the Company entered into an amended and restated convertible promissory note with Theodora Kobal which amended and restated in its entirety the Promissory Note in the original principal amount of $200,000 issued by HAC to Theodora Kobal on March 16, 2009, and assumed by the Company on February 1, 2010 in connection with its acquisition of the assets of HAC. The amended and restated note has a principal amount of $216,455 which included all outstanding interest due on the note. The amended and restated note includes a fixed conversion price of $0.058 per share, 7% interest rate per annum and is due and payable on June 3, 2011. In June 2010, the Company issued 2,200,000 shares of common stock to the note holder valued at $.058 per the agreement reducing its principal obligation by $127,600 pursuant to conversion requests. The Company has evaluated the conversion feature of the notes and determined that there was a $216,455 beneficial conversion feature on them as the fixed conversion price of $0.058 was less than the fair value of the common stock at the time of issuance. The beneficial conversion feature was recorded as a debt discount on the accompanying balance sheet. The amortization of the debt discount totaled $ 22,214 and $177,503 for the three months ended January 31, 2011 and year ended October 31, 2010. On November 22, 2010 the note was further amended, reducing the fixed conversion price to $.029 per share. On January 12, 2011, the Company issued 1,100,000 shares of common stock to the note holder valued at $.029 per the agreement reducing the principal obligation by $31,900 pursuant to conversion requests. Due to the reduction in conversion price at a rate below fair market value, this has been determined to be an induced conversion of debt under FAS84, resulting in $55,000 of expense and corresponding paid in capital.

Glad you asked. How about securing a credit facility based on the "can't miss" business plan? Perhaps the "mother-in-law connection could even be tapped again, but taking it from starry-eyed, clueless bag holders seems eerily similar to the Monarch Bay Way, in my opinion.

Oral arguments start 3/29/11. The future of some of our most successful businesses hang in the balance of this upcoming Supreme Court decision.

http://www.supremecourt.gov/oral_arguments/argument_calendars/MonthlyArgumentCalMarch2011.pdf

But we did manage to increase the outstanding shares....

As of March 14, 2011, the registrant had 41,760,286 shares of its $0.001 par value common stock issued and outstanding

Results of Operations – Three Months Ended January 31, 2011 and 2010

We have not commenced revenue producing operations and do not expect to until the fourth quarter of 2011, at the earliest, at which time we expect to commence the distribution of Godfrey’s line of spherical bearings. The three months ended January 31, 2011, we incurred $697,481 of operating expenses compared to $264,351 during the three months ended January 31, 2010. Our operating expenses consist primarily of general and administrative expenses. The increase in operating expenses from the first quarter in fiscal 2010 to the first quarter in fiscal 2011 was attributable primarily to an increase of $399,408 in stock-based compensation to our executive officer and independent directors and a $26,659 non-cash expense incurred as a result of a beneficial conversion feature contained in a convertible promissory note issued by us in the second quarter of fiscal 2010. We expect our operating expenses will significantly increase at such time as we commence the distribution of Godfrey’s spherical bearings.
During the first quarter of fiscal 2011, we incurred a net loss from continuing operations of $780,573 compared to a net loss from continuing operations of $284,351 during the comparable prior year period. The increase in our net loss in the first quarter of fiscal 2011 was attributable primarily to the increase in our stock-based compensation and the non-cash expense related to the beneficial conversion feature in the convertible promissory note.

MMEX continues GROWTH!

From Current 10Q

The number of shares of Common Stock, par value $0.01 per share, outstanding as of March 17, 2011 was 111,657,608

Historical Perspective (from previous 10Q filings)

The number of shares of Common Stock, par value $0.01 per share, outstanding as of January 7, 2011 was 96,657,608

The number of shares outstanding of each of the issuer’s classes of equity as of September 20, 2010: 41,825,000 shares of common stock

As of August 11, 2010, 39,825,000 shares of the Registrant’s Common Stock were outstanding

I'm not sure, but I think even if this train has left the station, I will be able to overtake it on foot.

http://ih.advfn.com/p.php?pid=historical&symbol=TPAC

Over the last seven trading days, 1,338,968 shares traded. This is a so-called development stage business, folks! There is no revenue, much less any profit! Where are all these shares coming from? What makes you buyers think you won't ultimately be Monarch Bay Way'd in the you know what? Just sayin'.

We are a development-stage business that has not commenced revenue producing operations and expects to incur operating losses until such time, if ever, as we are able to develop significant revenue. To date, we have not commenced commercial manufacture or sales of our aircraft component products. Accordingly, we have not generated any revenues from these operations nor have we realized a profit from our operations, and there is little likelihood that we will generate significant revenues or realize any profits in the short term. As we try to build our aircraft component business, we expect a significant increase in our operating costs. Consequently, we expect to continue to incur operating losses and negative cash flow until we generate significant revenue from the sale of our products.

The report of our independent registered public accounting firm for the fiscal year ended October 31, 2010 states that due to our losses from operations and lack of working capital there is substantial doubt about our ability to continue as a going concern.

Our business is capital intensive and we will need additional capital to execute our business plan and fund operations, and we may not be able to obtain such capital on acceptable terms or at all. As of October 31, 2010, we had total assets of $58,620 and a working capital deficit of $348,639. Since October 31, 2010, our working capital has decreased as a result of continuing losses from operations. We estimate that we require approximately $2 million of additional working capital over the next 12 months in order to fund our marketing and distribution of the initial line of aircraft component products to be manufactured by Godfrey and to fund our expected operating losses as we endeavor to build revenue and achieve a profitable level of operations. However, there are no commitments or understandings at this time with any third parties for their provision of capital to us.

Walmart Increases Annual Dividend

BENTONVILLE, Ark.--(BUSINESS WIRE)--The Board of Directors of Wal-Mart Stores, Inc. (NYSE: WMT) has approved an annual dividend of $1.46 per share, a 21 percent increase from the $1.21 per share paid during fiscal year 2011. For the current fiscal year ending Jan. 31, 2012, the annual dividend of $1.46 per share will be paid in four quarterly installments of $0.3650 per share....

http://www.businesswire.com/news/home/20110303006895/en/Walmart-Increases-Annual-Dividend

I failed to record the "trades" screen for Tuesday before it was cleared for the day. Sorry.

Yawwwwwwwn......

The lady doth protest too much, methinks
Hamlet Act 3, scene 2

Caution is certainly warranted with any "limited information" pink sheet stock, but GAMN seems to be making a concerted effort to document a business plan in a cost effective manner by using the pinksheets website (otcmarkets.com). "Bashing", just like "pumping" oftentimes belies an agenda on the part of the devotee, and the dilemma for interested parties becomes one of deciding whom to believe (if anyone). It is true, pink sheet stocks are the wild, wild west of investing, to be sure, and I wouldn't want to encourage anyone to close their eyes when jumping in or out. On the other hand, GAMN seems to be putting some cards on the table here - unlike most of their peers. Questioning the sincerity of such DD is fine, but I would simply opine that agendas come in all shapes, colors and sizes.

http://www.otcmarkets.com/stock/GAMN/financials

Monday 2/28/11 Sells 63,275 Buys 11,735 per IH "Trades" tool.

Does anyone understand why OTCM trades so thinly? It's almost painful to look at the historical trading record

http://ih.advfn.com/p.php?pid=historical&symbol=OTCM

I do as well. My broker, TD Ameritrade, offers to get it done for a fee, but the fee is somewhat open-ended. I suspect the company might be willing to remove the restricted legend, if contacted, but I have not tried that yet.

Thank you for your inquiry. TD Ameritrade can help with the removal of a Rule 144 restriction. The required paperwork is attached to this e-mail for your convenience. A copy is needed for each restricted security. Please note you will need at least $500 cash in the account to cover possible fees. There is a $50 processing charge from TD Ameritrade, there may be a fee from the transfer agent to issue unrestricted shares, and the attorney for the issuing companies may charge for the legal opinion. Please reply to this e-mail or call a Restricted Stock Specialist at 888-723-8504, Option 7 weekdays, excluding market holidays, between 9:00 AM and 5:30 PM Eastern time if you have other questions. Thank you for choosing TD Ameritrade.

To be fair, "buys" exceeded "sells" today 97,300 to 69650. Bag holders are stepping up to the plate!

How much will they increase the dividend? They need to announce something impressive!

Unbelievable volume today, 1,552,646! But wait, IH "trades" tool shows 1,044,494 SELLS and 508,152 BUYS. How can this be? Say it ain't so Bill!

IF someone is accumulating, it is "technically" possible they could have accumulated over 14 MILLION SHARES, since 1/18/2011. That's impressive for a development stage company, with no revenue, and steadily increasing OS. I just feel sorry for all the poor saps selling massive amounts of shares on the cheap!(wink,wink)

Link to attorney opinion on GAMN sent to otcmarkets.com.

http://www.otcmarkets.com/otciq/ajax/showFinancialReportById.pdf?id=44422

Here is the real reason Walmart stock is struggling. This is a real killer if the Supreme Court fails to brand this corrupt class action lawsuit for the lawyerly greed it represents, the American dream is in serious trouble. Walmart is only the beginning if this evil plot succeeds.

http://www.csmonitor.com/USA/Justice/2010/1206/Wal-Mart-wins-Supreme-Court-review-of-huge-bias-suit-against-it

Excerpt from 2010 Financials filed at otcmarkets.com

Link to filings
http://www.otcmarkets.com/stock/GAMN/financials

THE GREAT AMERICAN FOOD CHAIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
DECEMBER 31, 2010

NOTE I - SUMMARY OF SIGNIFICANT ACCOUNT POLICIES

This summary of significant accounting policies of The Great American Food Chain, Inc., (The Company) is presented to assist in understanding the Company's consolidated financial statements. The financial statements and notes are representations of the Company's management who is responsible for the integrity and objectivity of the financial statements. These accounting policies conform to generally accepted accounting principles (GAAP) of the United States and have been consistently applied in the
preparation of the consolidated financial statements.

Business

The Company was formed in 2001 as a Nevada corporation for the purpose of acquiring existing restaurants and or build new restaurants. In March, 2003, the Company became Xtranet Systems, Inc. through a reverse merger transaction for $10,000 in cash and a note for $65,000. The Company then changed the name of Xtranet to The Great American Food Chain, Inc. and became a non-reporting "pink sheet" trading entity. Consolidation The consolidated financial statements include the accounts of 1600 Main, Inc., Kokopelli Franchise Company, LLC., and Kokopelli Marketing Company. All significant intercompany accounts and transactions have been eliminated in consolidation.

Estimates

The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Goodwill
As a result of the reverse merger into Xtranet, the Company recorded goodwill of $75,000 relating to the benefit of now being a non-reporting public entity and due to the benefit of certain net operating loss carry forward. Management annually assessed the fair market value of goodwill and believes that no impairment of such value has taken place. Management assessed the fair market value of goodwill associated with Kokopelli Franchise Company, LLC and believes that no impairment of the $125,000 has taken place.

NOTE 2 - Income taxes
At December 31, 2010 the Company has approximately $3,815,000 of net operating loss carryforwards to offset future Federal income taxes. Such net operating loss carry forward expires from 2012 to 2022.

NOTE 3 - Notes Payable
At December 31, 2010 notes payable consist of the following: Notes payable to stockholder; interest is at 7%; matures December 31,2010; unsecured $737,728 Notes Payable to individuals; unsecured $70,123. (total)$807,851 Less current portion $70,123 (net)$737,728. At December 31, 2010 the Company has accrued a total of $377,030 in interest on the shareholder's advances, of which $64,807 is for the year ended 2010.

NOTE 4 - Accrued Expenses

The Company entered into a deferred compensation agreement with its two principle officers in 2004. The terms of the agreement are that the President and CEO be paid an annual salary of $15,000. At December 31, 2010 the Company has recorded a total accrual of $150,000 of which $15,000 is for 2010. Such amounts are included in accrued expenses in the accompanying financial Statements. In addition, the Company has accrued operating expenses paid by its stockholder for the period 2001 to 2010. The total accrual for such expenses at December 31, 2010 is $312,460 of which $49,400 is applicable to the year ended December 31, 2010. Also, the Company has accrued interest on such advances by the shareholder of $86,269 of which $24,574 is for the year ended 2010.

NOTE 5 - Going Concern

As shown in the accompanying financial statements, The Company incurred a net loss of $165,032 for the year ended December 31, 2010, and as of that date the Company's current liabilities exceed its current assets by $1,280,913, and the Company has negative equity of $1,817,724. These conditions create an uncertainty as to the Company's ability to continue as a going concern. Management believes it has the ability to fund additional losses and pay current liabilities through sales of additional shares of stock and additional advances from stockholders. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

And here I thought the "focus" was on selling stock. Silly me!

Management Energy, Inc. Announces Name Change to MMEX Mining Corporation to Reflect South American Mining Focus

http://ih.advfn.com/p.php?pid=nmona&article=46585716&symbol=MMEX

The fairy tale quality of these development stage nano stock promotions has always intrigued me as I ponder the successful daily sales of stock. I follow other public companies with actual revenue and profits that don't come close to the daily volume of TPAC. Okay, I understand the internet plays a huge role, but how do the promoters consistently suck in enough bag holders to drive the impressive daily volume? Day, after day, after day, the stock sales volume continues even in the face of verifiable dilution and steadily declining price - two deadly indicators. Yesterday, approximately $15,000 slipped from the hands of RETAIL buyers into the hands of eager SELLERS (wink,wink), and it was a slow day on average! Kudos to the promoters, MM's, and stock incentivized associates of TPAC, for they may well have stumbled upon the mythical Golden Goose. Will they be able to resist the temptation to kill it? Perhaps we should try to recall how that classic children's story ends.

Walmart reports fourth quarter EPS from continuing operations of $1.41; Underlying EPS from continuing operations of $1.34

http://ih.advfn.com/p.php?pid=nmona&article=46564245&symbol=WMT

The 10Q doesn't give much insight into progress of the business plan although "operational expenses" do not appear sustainable unless they represent non recurring items related to the initial implementation of the business plan. If such expenses are ongoing, I suspect we will see massive dilution, and unless there is something new and exciting to be announced, this does not look very promising to me.

RESULTS OF OPERATIONS

For the Three Months Ended December 31, 2010 Compared to the Three Months Ended December 31, 2009

During the three months ended December 31, 2010, we recognized $43,522 from our service office operations. During the six months ended December 31, 2010, we incurred cost of revenues of $15,446 resulting in a gross profit of $28,076. During the three months ended December 31, 2009, we did not recognize any revenue.

During the three months ended December 31, 2010, we incurred operational expenses of $168,675. During the three months ended December 31, 2009, we incurred $2,996 in operational expenses. The increase of $165,679, was a result of the increased operational activities due to the acquisition of our subsidiary Prestige.

During the three months ended December 31, 2010, we incurred a net loss of $140,600. During the three months ended December 31, 2009, we incurred a net loss of $2,996. The increase of $137,604 was a result of the increase in our operational activities, as discussed above.

For the Six Months Ended December 31, 2010 Compared to the Six Months Ended December 31, 2009

During the six months ended December 31, 2010, we recognized $75,767 from our service office operations. During the six months ended December 31, 2010, we incurred cost of revenues of $34,464 resulting in a gross profit of $41,303. During the six months ended December 31, 2009, we did not recognize any revenue.

During the six months ended December 31, 2010, we incurred operational expenses of $294,912. During the six months ended December 31, 2009, we incurred $2,996 in operational expenses. The increase of $291,916 was a result of the increased operational activities due to the acquisition of our subsidiary Prestige.

During the six months ended December 31, 2010, we incurred a net loss of $253,610. During the six months ended December 31, 2009, we incurred a net loss of $2,996. The increase of $250,614 was a result of the increase in our operational activities, as discussed above.

Buys 6429 - Sells 2000, per IH "trades"

Sells 257,550 - Buys 68,085, per IH "Trades"
Who the heck, is so pessimistic about TPAC?

NOTE 10 – CAPITAL STOCK TRANSACTIONS

The Company is authorized to issue up to 150,000,000 shares of its $0.001 common stock. At October 31, 2010, there were 33,200,286 shares issued and outstanding. At October 31, 2009, there were 11,192,083 shares issued and outstanding.

In July 2008, the Company completed a three-for-one stock split of the Company’s common stock.

Nolan Weir, former sole officer and director of the Company, returned 5,250,000 common shares to the Company on June 29, 2009. The shares were then cancelled. The transaction was recorded at par value.

On June 29, 2009, the Company entered into the Cardiff Agreement. Pursuant to the Cardiff Agreement, the Company issued 50,000 shares of the Company’s common stock to Mr. Szot, the Company’s Chief Financial Officer and Secretary. Accordingly, the Company recorded a stock based compensation charge of $34,500 ($0.69 per common share) which is included in the statement of operations for the fiscal year ended October 31, 2009. See Note 4 for further discussion.

On June 29, 2009, the Company entered into an employment agreement with David Walters, the former Chairman Chief Executive Officer. Pursuant to the employment agreement, the Company issued 500,000 shares of the Company’s common stock to Mr. Walters. Accordingly, the Company recorded a stock based compensation charge of $345,000 ($0.69 per common share) which is included in the statement of operations for fiscal year ended October 31, 2009. See Note 4 for further discussion.

On September 11, 2009, the Company entered into a stock purchase agreement with an accredited investor for the sale of 52,083 shares of its common stock at a purchase price of $0.48 per share or $2500. The sale closed on September 11, 2009.

On December 22, 2009, the Company entered into a stock purchase agreement with an accredited investor for the sale of 400,000 shares of its common stock at a purchase price of $0.25 per share or $100,000. The sale of 72,000 shares of common stock pursuant to this agreement closed on December 24, 2009. The sale of 20,000 shares of common stock pursuant to this agreement closed on January 20, 2010. The sale of 80,000 shares of common stock pursuant to this agreement closed on February 16, 2010. The sale of 60,000 shares of common stock pursuant to this agreement closed on March 24, 2010. The sale of 168,000 shares of common stock pursuant to this agreement closed on April 5, 2010.

On January 15, 2010, the Company entered into a stock purchase agreement with an accredited investor for the sale of 120,000 shares of its common stock at a purchase price of $0.25 per share or $30,000. The sale closed on January 15, 2010.

On January 28, 2010, the Company issued 448,340 shares of common stock as payment in full of $50,000 of outstanding balances due to Cardiff. The Company recorded a stock based compensation charge of $58,947 for the difference between the fair value of the common stock issued on this date and the $50,000 obligation it settled.


F-19


On January 28, 2010, the Company issued 941,514 shares of common stock as payment in full of outstanding balances due to Mr. Walters totaling $105,000. The Company recorded a stock based compensation charge of $123,788 for the difference between the fair value of the common stock issued on this date and the $105,000 obligation it settled.

On February 1, 2010, the Company issued 8,000,000 shares of the Company’s common stock valued at $1,992,000 as part of the acquisition of HAC. The shares were valued based on the closing stock price on the date of grant. Pursuant to this agreement, the Company also issued (i) Series A common stock purchase warrant to purchase 4,000,000 shares of the Company’s common stock at an exercise price of $0.50 per share. The Series A warrant becomes exercisable on the date that the Company recognizes revenue equal to or exceeding $50,000,000 for any consecutive twelve-month period and expires on January 31, 2015 and (ii) a Series B common stock purchase warrant to purchase 4,000,000 shares of the Company’s common stock at an exercise price of $1.00 per share. The Series B warrant becomes exercisable on the date that the Company recognizes revenue equal to or exceeding $100,000,000 for any consecutive twelve-month period and expires on January 31, 2018 The warrants have not been valued as it is unlikely that in the near term the Company can attain revenue numbers high enough for the warrants to become exercisable.

As compensation for the additional services, in February 2010 the Company issued to Cardiff 2,500,000 shares of the Company’s common stock valued at $622,500, a Series A common stock purchase warrant to purchase 2,000,000 shares of the Company’s common stock and a Series B common stock purchase warrant to purchase 2,000,000 shares of the Company’s common stock. The shares were valued based on the closing stock price on the date of grant. The warrants have not been valued as it is unlikely that in the near term the Company can attain revenue numbers high enough for the warrants to become exercisable.

During the year ended October 31, 2010, the Company issued 900,000 shares of the Company’s common stock to Mr. McKay valued at $191,400 pursuant to his employment agreement. The shares were valued based on the closing stock price on the date of the agreement.

In June 2010, the Company issued 2,200,000 shares of common stock valued at $127,600 to the note holder reducing its principal obligation by $127,600 pursuant to conversion requests. The shares were valued at $0.58 per share per the agreement.

On June 5, 2010, the Company hired Equiti-Trend as the Company’s public and investor relations, to perform public and investor relations under the terms set forth in the engagement letter which provided for cancellation by either party on 30 days notice. Pursuant to the engagement letter, the Company agreed to issue Equiti-Trend up to 1,800,000 shares of the Company’s restricted common stock as sole compensation for its services for a six-month service period. The Company issued 300,000 restricted common shares valued at $45,000 upon execution of the agreement. The shares were valued based on the closing stock price on the date of the agreement.

On June 9 2010, the Company issued 328,000 shares of common stock which was valued at $104,960 based on the closing price on the date of acquisition for the tooling assets it acquired in April 2010 at a cost of $82,500. A loss of $22,460 was realized on the difference between the cost of the tooling and the value of the shares issued.

On August 20, 2010, the Company issued 300,000 shares of common stock to Keith Moore valued at $87,000 pursuant to his employment agreement. The shares were valued based on the closing stock price on the date of the agreement.

On August 20, 2010, the Company issued 300,000 common shares to the Company’s Board of Directors valued at $71,250 for services. The shares were valued based on the closing stock price on the date of the restricted stock grant.

On October 19, 2010 the Company issued 150,000 shares of common stock valued at $18,000 to Matt Szot pursuant to the Cardiff Settlement Agreement (see footnote 6). The shares were valued based on the closing stock price on the date of the agreement.


F-20


On October 19, 2010 the Company issued 1,838,649 shares of common stock to Cardiff Partners as part of a settlement agreement with Cardiff (see footnote 6). The shares valued at $294,184 were based on the closing stock price on the date of the agreement.

On September 16, 2010 the Company granted 2,000,000 options each to Kevin Gould and Greg Archer to purchase shares at the closing price as of September 16, 2010 of $0.15 per share. The options were granted in connection with Mr. Gould and Mr. Archer’s agreement to serve on the Board of Directors of the Company. The options vest in three equal amounts on each of the next three anniversary dates of this agreement beginning September 16, 2011. For the year ended October 31, 2010, $18,051 was amortized as stock based compensation based on the values assigned using the Black Scholes Model.

On October 27, 2010, the Company entered into a stock purchase agreement with an accredited investor for the sale of 1,000,000 shares of its common stock at a purchase price of $0.05 per share. The sale closed and cash of $50,000 was received on October 28, 2010.

On October 27, 2010 the Company issued 100,000 shares of common stock in lieu of commissions which were valued at $12,000 based on the closing stock price on the date of grant.

On October 28, 2010 the Company issued 100,000 shares of common stock in lieu of commissions which were valued at $9,000 based on the closing stock price on the date of grant.

On October 28, 2010, the Company entered into a stock purchase agreement with an accredited investor for the sale of 1,000,000 shares of its common stock at a purchase price of $0.05 per share or $50,000. The sale closed and cash of $50,000 was received on October 28, 2010.

On October 29, 2010 the Company issued 410,000 common shares to the Company’s Board of Directors for services. The shares were valued at $69,300 based on the closing stock price on the date of the restricted stock grant.

On October 29, 2010 the Company issued 110,000 common shares valued at $5,000 for services to a vendor. The shares were valued based on the closing stock price on the date the vendor accepted share based payment.

As of October 31, 2010, the Company recorded a common stock payable of $165,000 for 1,200,000 common shares issuable to Equiti-Trend for services. The shares were valued based on the closing stock price on the date of the restricted stock grant. The agreement with Equiti-Trend (see above) has been cancelled by the Company.

NOTE 6 - RELATED PARTY TRANSACTIONS

On June 29, 2009, the Company entered into a Support Services Agreement with Cardiff Partners, LLC (formerly Strands Management Company, LLC) (the “Cardiff Agreement”). Matt Szot, our former Chief Financial Officer and former Secretary, is the Chief Financial Officer of Cardiff. Keith Moore and David Walters, former members of our board of directors, each own a 50% interest and is a managing member of Cardiff. Pursuant to the Cardiff Agreement, in consideration for providing certain services to the Company, Cardiff is entitled to a monthly fee in the amount of $10,000. The Company also issued 50,000 shares of the Company’s common stock to Mr. Szot pursuant to the Cardiff Agreement. The initial term of the Cardiff Agreement expired June 28, 2010. The Company incurred $120,500 and $10,000 in consulting fees under the terms of the agreement for the years ended October 31, 2010 and 2009, respectively, which is included in consulting expenses. On January 28, 2010, the Company issued 448,340 shares of common stock as payment in full of $50,000 of outstanding balances due to Cardiff. As of October 31, 2010, $49,500 was outstanding under the agreement and is included in common stock payable.

On January 12, 2010, the Company amended the Cardiff Agreement. Under the amended Cardiff Agreement, Cardiff has the option to accept payment of outstanding cash compensation owed to it under its agreements with the Company in the form of shares of our common stock. The number of shares to be issued will be calculated by dividing the outstanding balance to be paid by 50% of the average of the closing prices for the Company’s common stock during the 20 trading day period ending one trading day prior to the date that notice accepting shares in payment is sent to us. In addition, under the amended Cardiff Agreement, Cardiff has provided and will provide the Company with transaction execution support services in connection with the HAC transaction, including due diligence, business review of relevant transaction documentation and audit support. As compensation for the additional services, in February 2010 the Company issued to Cardiff 2,500,000 shares of the Company’s common stock, a Series A common stock purchase warrant to purchase 2,000,000 shares of the Company’s common stock and a Series B common stock purchase warrant to purchase 2,000,000 shares of the Company’s common stock. The Series A warrant has an exercise price of $0.50 and becomes exercisable on the date that the Company recognizes revenue equal to or exceeding $50,000,000 for any consecutive twelve-month period and expires on January 31, 2015. The Series B warrant has an exercise price of $1.00 and becomes exercisable on the date that the Company recognizes revenue equal to or exceeding $100,000,000 for any consecutive twelve-month period and expires on January 31, 2018.The warrants have not been included in paid in capital because it is unlikely that in the near term the Company can attain revenue numbers high enough for the warrants to become exercisable.

On October 19, 2010, the Company entered into a settlement and release agreement with Cardiff Partners, LLC, Monarch Bay Associates, LLC, David Walters, Keith Moore and Matt Szot (collectively, the "Cardiff Parties") . Under the settlement and release agreement, the Company terminated the Cardiff Agreement, the MBA Placement Agency and Advisory Services Agreement and all of the other agreements and arrangements with the Cardiff Parties in exchange for issuing 1,838,649 shares of the Company’s common stock to Cardiff Partners. The Company also agreed to a mutual release of claims with the Cardiff Parties.

On June 29, 2009, the Company entered into an Employment Agreement with David Walters, its former Chief Executive Officer and former member of its Board of Directors. Under the agreement, which had a term of one year, Mr. Walters received a base salary of $180,000, plus 500,000 shares of the Company’s common stock. On January 12, 2010, the Company amended the Employment Agreement with Mr. Walters. Under the amended agreement, Mr. Walters had the option to accept payment of outstanding cash compensation owed to him under the agreement in the form of shares of the Company’s common stock. The number of shares to be issued is calculated by dividing the outstanding balance to be paid by 50% of the average of the closing prices for our common stock during the 20 trading day period ending one trading day prior to the date that notice accepting shares in payment is sent to the Company. The Company incurred $45,000 and $15,000 under the terms of the agreement for the nine months ended July, 2010 and 2009, respectively. On January 28, 2010, the Company issued 941,514 shares of common stock as payment in full of outstanding balances due to Mr. Walters totaling $105,000. As of October 31, 2010, no amounts were outstanding under the agreement. On October 19, 2010 the Placement Agency and Advisory Services Agreement was terminated by mutual agreement of the parties.


F-16

As part of the acquisition of Harbin Aerospace Company (HAC), the Company assumed $200,000 of obligations under a note payable plus $11,737 of accrued interest. The holder of the note payable (Theodora Kobal) is the mother-in-law of William McKay, the Chairman of the Company’s Board of Directors and Chief Executive Officer. On June 4, 2010, the Company entered into an amended and restated convertible promissory note with Theodora Kobal which amended and restated in its entirety the Promissory Note in the original principal amount of $200,000 issued by HAC to Theodora Kobal on March 16, 2009, and assumed by the Company on February 1, 2010 in connection with its acquisition of the assets of HAC. The amended and restated note has a principal amount of $216,455 which included all outstanding interest due on the note. The amended and restated note includes a fixed conversion price of $0.058 per share, 7% interest rate per annum and is due and payable on June 3, 2011. In June 2010, the Company issued 2,200,000 shares of common stock to the note holder valued at $.058 per the agreement reducing its principal obligation by $127,600 pursuant to conversion requests. The Company has evaluated the conversion feature of the notes and determined that there was a $216,455 beneficial conversion feature on certain notes as the fixed conversion price of $0.058 was less than the fair value of the common stock at the time of issuance. The beneficial conversion feature was recorded as a debt discount on the accompanying balance sheet. During the year ended October 31, 2010, debt discount expense totaled $177,503.

William McKay, the Company’s Chief Executive Officer and Chairman, is the Chief Executive Officer of Godfrey (see Note 4). In May 2010, the Company sold tooling to Godfrey (see Note 5) for $132,880. The Company had acquired the tooling on April 12, 2010 for $82,500 in exchange for its stock. The gain from the related party has been characterized as contributed capital. See Note 10 for further discussion. In May, 2010, HAC received a payment of $132,880 from Godfrey (China) Limited in respect of the purchase price for equipment tooling that the Company provided to Godfrey. Harbin Aerospace is 100% owned by our Chief Executive Officer and his wife. Under the terms of our Asset Purchase Agreement with Harbin Aerospace, the payment from Godfrey was properly payable to us and not Harbin Aerospace. Harbin Aerospace has since applied the full amount received from Godfrey in payment of expenses on our behalf. As of October 31, 2010, our balance sheet reflects no amount due from Harbin Aerospace.

On February 15, 2010, the Company entered into a Placement Agency and Advisory Services Agreement with Monarch Bay Associates, LLC (“MBA”). MBA is a FINRA registered firm. Keith Moore and David Walters, former members of the Company’s board of directors, are members of (and each owns 50% of the ownership interests in) MBA. Under the agreement, MBA acts as the Company’s placement agent on an exclusive basis with respect to private placements of its capital stock and as its exclusive advisor with respect to acquisitions, mergers, joint ventures and similar transactions. MBA will receive fees equal to (a) 8% of the gross proceeds raised by the Company in any private placement (plus warrants to purchase 8% of the number of shares of common stock issued or issuable by the Company in connection with the private placement) and (b) up to 5% of the total consideration paid or received by the Company or its stockholders in an acquisition, merger, joint venture or similar transaction. The initial term of the Placement Agency and Advisory Services Agreement will expire on February 15, 2011. On October 19, 2010 the Placement Agency and Advisory Services Agreement was terminated by mutual agreement of the parties.

As of October 31, 2010, we owe our Chief Executive Officer $4,379 for expenses he paid on behalf of the company.

Keeping it real:

Liquidity and Capital Resources

As of October 31, 2010, we had total assets of $58,620 and a working capital deficit of $348,639. Since October 31, 2010, our working capital has decreased as a result of continuing losses from operations. We estimate that we require approximately $2 million of additional working capital over the next 12 months in order to fund our expected marketing and distribution of the initial line of aircraft component products to be manufactured by Godfrey and to fund our expected operating losses as we endeavor to build revenue and achieve a profitable level of operations. However, there are no commitments or understandings at this time with any third parties for their provision of capital to us.

We will endeavor to raise the additional required funds through various financing sources, including the sale of our equity and debt securities and, subject to our commence of significant revenue producing operations, the procurement of commercial debt financing. However, there can be no guarantees that such funds will be available on commercially reasonable terms, if at all. If such financing is not available on satisfactory terms, we may be unable to expand or continue our business as desired and operating results may be adversely affected. In addition, any financing arrangement may have potentially adverse effects on us or our stockholders. Debt financing (if available and undertaken) will increase expenses, must be repaid regardless of operating results and may involve restrictions limiting our operating flexibility. If we issue equity securities to raise additional funds, the percentage ownership of our existing stockholders will be reduced and the new equity securities may have rights, preferences or privileges senior to those of the holders of our common stock.

The report of our independent registered public accounting firm for the fiscal year ended October 31, 2010 states that due to our losses from operations and lack of working capital there is substantial doubt about our ability to continue as a going concern.

10K out and TPAC still growing! (number of shares outstanding)

State the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 37,000,286 shares as of February 11, 2011. (29,393,586 10/20/2010)