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Increase in Authorized Shares

Many shareholders have noticed that we just increased the number of authorized shares from 1.5 to 4.5 billion.  There are a few reasons for this.  Firstly, as most of you are aware, TPAC has convertible debt that has been converting.  The note holders require that we maintain in reserve a significant number of shares, approximately three times the number of shares anticipated to be converted.  We have been doing this, but have fallen short of the number.  We increased the authorized a few times, but it wasn't enough.  Rather than chip away at it, we decided to make a more significant increase in the number of authorized shares, thus this increase.

Additionally, we wanted this increase in order to issue shares to insiders.  These shares were issued in exchange for cash and debt forgiveness.  While this does increase the number of shares outstanding, it does not increase the float, as the shares are in the hands of insiders.  Secondly, with the issuance of these shares, we can continue to maintain control of the company so that we can make certain that we continue down the path we have set for ourselves. 

Several people have asked me directly if we are planning a reverse split.  The answer is a firm No.  We have been approached by many people who have encouraged us to do so and we have soundly rejected all discussions almost immediately.  I learned a long time ago to never say never, but there are only a few circumstances in which we would entertain the thought of a reverse split.  When the company is achieving revenue and when the company can, on a consistent basis release positive news and when we can show growth and value for our shareholders, we may consider a reverse split.  But even then, we would only do so in order to provide us with a clear and immediate path to NASDAQ, AMEX or the NYSE.  A reverse split at this juncture would only boost the stock momentarily and then the stock would free fall.  

As I have told everyone, we are in this for the long haul.  We are all aerospace guys and know that in our business it is a marathon, not a sprint.  We will continue to exhibit patience and persistence and remain confident in our plan, our path and our goals.

Regards,

Bill McKay, CEO