UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10–Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2016

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ________________

Commission file number: 333-179079

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 preceding 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act (Check one).

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of shares outstanding of the Registrant's Common Stock as January 13, 2017, was 77,770,954 shares of common stock, $0.001 par value, issued and outstanding.

AIRBORNE WIRELESS NETWORK

QUARTERLY REPORT ON FORM 10-Q

INDEX

AIRBORNE WIRELESS NETWORK

INTERIM FINANCIAL STATEMENTS

NOVEMBER 30, 2016 AND 2015

(UNAUDITED)

AIRBORNE WIRELESS NETWORK

BALANCE SHEETS

(Unaudited)

The accompanying notes are an integral part of these unaudited interim financial statements.

AIRBORNE WIRELESS NETWORK

STATEMENTS OF OPERATIONS

(UNAUDITED)

The accompanying notes are an integral part of these unaudited interim financial statements.

AIRBORNE WIRELESS NETWORK

STATEMENTS OF CASH FLOWS

(UNAUDITED)

The accompanying notes are an integral part of these unaudited interim financial statements.

AIRBORNE WIRELESS NETWORK

NOTES TO THE UNAUDITED INTERIM FINANCIAL STATEMENTS

NOVEMBER 30, 2016 AND 2015

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Airborne Wireless Network (the “Company”) is a Nevada corporation incorporated on January 5, 2011 under the name Ample-Tee. On September 31, 2011, we changed our name to Ample-Tee, Inc. Effective on May 19, 2016, the Company’s corporate name was changed to Airborne Wireless Network. It is based in Simi Valley, California, USA. The Company’s fiscal year end is August 31.

Our business plan contemplates the development, promotion and licensing of a wholesale fully-meshed broadband digital carrier network, which is the first and only true airborne broadband network providing connectivity for worldwide broadband carrier services using commercial aircraft, which is expected to be free of the Internet problems associated with traditional air-to-ground and satellite based airborne communications providers.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation of Interim Financial Statements

The accompanying interim unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended November 30, 2016 are not necessarily indicative of the results that may be expected for the year ending August 31, 2017. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited consolidated financial statements for fiscal year 2016 have been omitted. This report should be read in conjunction with the audited consolidated financial statements and the footnotes thereto for the fiscal year ended August 31, 2016 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on December 13, 2016.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As of November 30, 2016 and August 31, 2016 the Company had $1,276,040 and $809 cash and cash equivalents, respectively. As of November 30, 2016 and August 31, 2016, the company had a revolving line of credit that had a balance of $1,934 and $1,985, respectively.

Fair Value of Financial Instruments

As required by the Fair Value Measurements and Disclosures Topic of the Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”), fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The Company's financial instruments consist primarily of cash, accounts receivable, prepaid expenses, accounts payable and accrued expenses, and debt. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

The Black-Scholes option valuation model was used to estimate the fair value of common stock options granted to employees. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time, of other comparative securities, equal to the weighted average life of the options.

Long-Lived Assets

Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value.

Stock-Based Compensation

ASC 718, "Compensation - Stock Compensation," prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, "Equity - Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

Recently Issued Accounting Pronouncements

The Company has reviewed recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements.

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at November 30, 2016 and August 31, 2015:

Computer Equipment was acquired in November 2016 and depreciation will be applied starting in December 2016.

NOTE 4 – CAPITAL STOCK

Authorized Stock

The Company is authorized to issue an aggregate of 200,000,000 common shares with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

Issuances

During the three months ended November 30, 2016, the Company issued 3,673,158 shares of common stock, as follows:

As at November 30, 2016 and August 31, 2016, the Company had 77,770,954 and 74,097,796 shares of common stock issued and outstanding, respectively.

NOTE 5 – STOCK COMPENSATION PLANS

In the ordinary course of business, the Company may issue stock options to employees, officers and directors from time to time. Fair values of the stock option awards are based on the associated value of the services rendered, where reasonably determinable.

We granted stock options, which was adopted by our board of directors, provides for equity incentives to be granted to certain employees.

During the three months ended November 30, 2016, the Company granted the following stock options:

Stock option activity during the three months ended November 30, 2016 was as follows:

Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company's stock exceeded the exercise price of the stock options at November 30, 2016 for those stock options for which the quoted market price was in excess of the exercise price ("in-the-money options"). As of November 30, 2016 and August 31, 2016, 50,000 options to purchase shares of common stock were exercisable and the intrinsic values of these options are $11,000 and $21,000, respectively. As of November 30, 2016, the intrinsic value of 13,500,000 outstanding options is $nil, as 4,500,000 options to the each of the three employees are not exercisable until August 19, October 7 and November 1, 2017, respectively.

The fair value of each option on the date of grant is estimated using the Black Scholes option valuation model. The following weighted-average assumptions were used for options granted during the three months ended November 30, 2016 and 2015:

The following table summarizes information relating to outstanding and exercisable stock options as of November 30, 2016:

As of November 30, 2016, the weighted average remaining contractual life of the 50,000 options outstanding are indefinite as they do not expire. These outstanding stock options are exercisable on the grant date Aug 7, 2016. As of November 30, 2016, the weighted average remaining contractual life of the 4,500,000 options outstanding to each of the three employees is 6.72, 6.86 and 6.92 years, respectively.

NOTE 6 - WARRANTS

We accounted for the issuance of Warrants as an equity instrument and recognized the warrants under the Black-Scholes valuation model based on the company’s market share price on the grant date.

During the period ended November 30, 2016, we granted warrants as follows:

The fair value of each warrant on the date of grant is estimated using the Black Scholes option valuation model. The following weighted-average assumptions were used for warrants granted during the three months ended November 30, 2016 and 2015:

The following table summarizes information relating to outstanding and exercisable warrants as of November 30, 2016:

The below table, summarizes warrant activity during the period ended November 30, 2016:

NOTE 7 – RELATED PARTY TRANSACTIONS

From inception and through to the change of control on October 20, 2015, the Company received advances from a former Director in the amount of $40,057 to pay for operating expenses on behalf of the Company. The former Director forgave $37,557, which was recorded as contributed capital, and the remaining $2,500 was taken against stock subscription owed by him to the Company.

During the three months ended November 30, 2016 and 2015, the Company received advances from shareholders, one of whom is a director and officer of the Company, in the amount of $39,615 and $33,705 to pay for accounts payable. The amounts due to the related parties are unsecured and non-interest bearing with no set terms of repayment.

During the three months ended November 30, 2016 and 2015, the Company incurred management fees of $11,635, respectively, to the director and officer of the Company.

As of November 30, 2016 and August 31, 2016, the Company owed to related parties $84,980 and $45,365, respectively.

NOTE 8- SUBSEQUENT EVENTS

The Company has evaluated other subsequent events from the balance sheet date through the date the financial statements were available to be issued and has determined that there are no additional events to disclose.

ITEM 2. MANAGEMENT`S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act, which statements involve substantial risks and uncertainties. In some cases, it is possible to identify forward-looking statements because they contain words such as “anticipates,” believes,” “contemplates,” “continue,” “could,” “estimates,” “expects,” “future,” “intends,” “likely,” “may,” “plans,” “potential,” “predicts,” “projects,” “seek,” “should,” “target” or “will,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Many factors could cause our actual operations or results to differ materially from the operations and results anticipated in those forward-looking statements. These factors include, but are not limited to:

We have based the forward-looking statements contained in this Current Report primarily regarding our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations and prospects. The outcome of the events described in these forward-looking statements are subject to risks, uncertainties, assumptions, and other factors including those described in the section of the Super 8-K entitled “Risk Factors.” Moreover, we operate in a rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements used herein.

You should not rely on forward-looking statements as predictions of future events. Except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of those forward-looking statements, and we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

As used in this Quarterly Report, the terms the “Company,” “we,” “us,” and “our” refer to Airborne Wireless Network, a Nevada corporation.

The Company

Airborne Wireless Network was formed as a Nevada corporation on January 5, 2011, with the name Ample-Tee to engage in the business of promoting, marketing, selling, and distributing hard to find ergonomic products for the physically disabled.

On September 31, 2011, we changed our name to Ample-Tee, Inc.

On May 19, 2016, we changed our name to Airborne Wireless Network. We changed our name to Airborne Wireless Network to better associate us with the aviation industry.

On August 3, 2016, we acquired from Apcentive, Inc., a Nevada corporation (“Apcentive”), all of Apcentive’s right, title and interest in and to U.S. Patent No. 6,285,878 B1 and all related support materials, continuations, amendments, updates, and contemplated updates and amendments (collectively, the “Patent”). The Patent relates to a new use for already existing fleets of commercial aircraft to replace low-earth orbit communication satellites.

On August 3, 2016, we acquired from Apcentive the trademark “Infinitus Super Highway” (the “Trademark”).

We are a developmental stage company with a principal business of developing, marketing and licensing a wholesale fully meshed high speed broadband airborne wireless network by linking commercial aircraft in flight, which will be the first and only fully-meshed true airborne broadband system, and which is known as “Infinitus.” Infinitus will use commercial aircraft as hubs or “mini-satellites,” rather than traditional satellites or terrestrial systems. We believe that Infinitus will become the future of airborne communications networks.

On October 7, 2016, we hired Jason T. de Mos as our Vice President of Business Development. Mr. de Mos is 35 years old. In 2002, Mr. de Mos received from Carleton State University- Texas A&M, Killen, Texas a Bachelors Science Degree with a professional pilot major. From May 2013 until October 2016, Mr. de Mos was employed by Avion Jet Charter, Venice, California as an ATP Line Captain-Lear 60. From March 2007 until October 2016, Mr. de Mos worked for South Bay Aviation, Inc., Torrance, California as a Chief Pilot. Mr. de Mos has never been a director of any publicly traded company. A copy of our employment agreement with Mr. de Mos is attached as an exhibit to that Current Report on Form 8-K filed with the SEC on October 14, 2016.

As of October 18, 2016, we entered into with Aero Certification and Engineering LLC, a California limited liability company (“Aero”), a written consulting agreement pursuant to which Aero will support us regarding the development of data and analysis to support FAA Civil Certification of Infinitus. In that regard, Aero will be involved in the design, aircraft modification, certification, and the installations that conform with FAA regulations and standards, as well as satisfy customer performance requirements. A copy of that agreement is attached as an exhibit to that Current Report on Form 8-K filed with the SEC on October 26, 2016.

As of October 25, 2016, we entered into with ZapZorn, a California corporation (“ZapZorn”), a written media services agreement, pursuant to which ZapZorn shall create for our benefit certain media services and assist us to build our brand using ZapZorn’s relationships, artistic skills and digital creativity to make a digital mark through television, web and interactive advertising. A copy of that agreement is attached as an exhibit to our Annual Report on Form 10-K filed with the SEC on December 13, 2016.

On October 28, 2016, we submitted our application and related documentation to the Federal Aviation Administration (“FAA”) for initial certification of Infinitus, a civilian air-to-air communication system, which is the first of its kind. This initial FAA certification was submitted on a non-interfering basis, which means that Infinitus will not interfere with existing on board aircraft systems.

On October 31, 2016, we entered into with Jet Midwest Group, LLC a written Services and Compensation Agreement pursuant to which Jet Midwest Group, LLC agreed to provide us with two aircrafts to enable us to complete our testing and obtain the necessary certifications for Infinitus and the equipment related thereto which shall be installed on such aircraft. A copy of that agreement is attached as an exhibit to that Current Report on Form 8-K filed with the SEC on November 1, 2016.

On November 1, 2016, we employed Earle Olson as our Vice President of Industry Relations. In 1966, Mr. Olson received a Master’s of Business Administration degree with an emphasis in Strategy and Change Management from the University of Redlands, California. In 1981, Mr. Olson received a Bachelor’s of Science degree in Mass Communications from St. Cloud State University, St. Cloud, Minnesota. From 2007 until October 11, 2016, Mr. Olson was employed by TE Connectivity (formerly AMP Incorporated, Middletown Pennsylvania, as its Business Development Manager. Mr. Olson has never been a director or executive officer of a publicly traded company. A copy of our employment agreement with Mr. Olson is attached as an exhibit to our Annual Report on Form 10-K filed with the SEC on December 13, 2016.

As of November 2, 2016, we entered into with IRTH Communications, LLC, a Nevada limited liability company (“IRTH”), a written services agreement pursuant to which IRTH shall perform for our benefit certain public relations, Internet development, communications and similar services. A copy of that agreement is attached as an exhibit to our Annual Report on Form 10-K filed with the SEC on December 13, 2016.

On November 16, 2016, we entered into with Eurasian Capital, LLC, a Delaware limited liability company (“Eurasian”), a written agreement pursuant to which Eurasian will provide to us certain institutional funding and market awareness and public relation services. A copy of that agreement is attached as an exhibit to our Annual Report on Form 10-K filed with the SEC on December 13, 2016.

On November 23, 2016, we received FAA project number STI6664LA-T for our Supplemental Type Certificate application to install a Broadband Transreceiver System on Boeing 757-200 aircraft.

Employees

As of November 30, 2016, we had 6 employees. Our officers, director and employees are responsible for all planning, development and operational duties and will continue to do so throughout the early stages of our growth. Additionally, we utilize the services of consultants to assist with the development of our business. Human resource planning will be a part of an ongoing process that will include regular evaluation of our operations. We intend to hire additional employees at such time as we determine it is appropriate. We can provide no assurance or guarantee on the date on which we will hire additional employees.

We have not been involved in any bankruptcy, receivership or similar proceedings since its incorporation nor has it been involved in any reclassification, merger or consolidation.

Plan of Operations

Our business plan contemplates the development, promotion and licensing of Infinitus, a wholesale fully-meshed broadband digital carrier network, which is the first and only true airborne broadband network providing connectivity for worldwide broadband carrier services using commercial aircraft, which is an effort to reduce significantly Internet problems associated with traditional air-to-ground and satellite based airborne communications providers. Infinitus is the first broadband fully meshed network using high level patented technology to bring speed and reliability in the air.

We intend to become a significant global wholesale communication carrier. We intend to sell wholesale bandwidth to the world’s top telecom and internet services providers using Infinitus, which will enable participating aircraft to act as airborne repeaters or routers, sending and receiving broadband signals from one aircraft to the next, which will create a digital superhighway in the sky. We do not intend to become a service provider to individual airline passengers.

Our operations to date have been devoted primarily to start-up business development activities. Our president has performed activities such as:

We have no plans to change our plan of operations.

We anticipate that our revenues would come from “facilitating global high-speed data communications” using Infinitus. We anticipate that our primary customers will be global communication, wholesalers, data wholesalers, VOIP carriers, and government agencies (FAA, DOD, TSA, etc.). As of the date of this Current Report, we have not licensed Infinitus.

Products and Services

Infinitus is for use on existing aircraft to replace low-earth orbit communication satellites. Infinitus will provide a low-cost, broadband wireless communication infrastructure, by using and modifying existing, small, lightweight low-power, low-cost microwave relay station equipment onboard aircraft. Each equipped aircraft would have a broadband wireless communication link to one or more neighboring aircraft or ground stations and be a part of seamless airborne repeaters, providing broadband wireless communication gateways along a flight path. Those broadband wireless communication services will provide Internet access for customers onboard in-flight aircraft.

Infinitus is expected to be extremely robust, as it is a “fully-meshed” network, which utilizes commercial aircraft as its hubs. It also uses a proportionally smaller number of “earth-stations” as its “up/down-links.”

As new software becomes available, Infinitus can be easily updated. When new and more efficient data-transmission technologies emerge, upgrading Infinitus can be as easy as replacing a single module, and the system is ready for “the future.” Infinitus is never obsolete. Satellite technology, on the other hand, in most cases, has already been surpassed by the time a satellite is launched. These cannot be upgraded or serviced once launched.

It is anticipated that Infinitus would be the first and only airborne broadband fully meshed digital network, using patented technology, to bring speed and reliability to the far corners of the earth.

Change in Control of the Company

We do not know of any arrangements that might result in a change in control of the Company.

Registered Agent

We are required by Section 78.090 of the Nevada Revised Statutes (the “NRS”) to maintain a registered agent in the State of Nevada. Our registered agent for this purpose is State Agent and Transfer Syndicate, Inc., 112 N. Curry Street, Carson City, Nevada 89703. All legal process and any demand or notice authorized by law to be served upon us may be served upon our registered agent in the State of Nevada in the manner provided in NRS Section 14.020(2).

Transfer Agent

We have engaged the service of Columbia Stock Transfer, 1869 E. Seltice Way, Suite 292, Post Falls, Idaho 83854, to act as our transfer agent and registrar.

Results of Operations

The following summary of our results of operations should be read in conjunction with our financial statements for the three months ended November 30, 2016 and 2015, which are included herein.

Our operating results for the three months ended November 30, 2016 and 2015, and the changes between those periods for the respective items are summarized as follows:

We have not earned any revenues from our incorporation on January 5, 2011 to November 30, 2016.

Net loss was $3,830,195 for three months ended November 30, 2016, and $NIL for the three months ended November 30, 2015. The increase in operating expenses during the three months ended November 30, 2016, was primarily due to stock based compensation of $3,428,718. Additional operating expenses related to an increase in accounting, audit, legal and professional fees for SEC filings, advertising, investor relations, and payroll. Other expenses for the year ended November 30, 2016 is interest and state tax expenses.

We have not attained profitable operations and are dependent upon obtaining financing and have historically relied on loans from related parties. For these reasons our auditors, on our Form 10-K as filed on December 13, 2016, issued a going concern note.

Liquidity and Capital Resources

As at November 30, 2016, our current assets were $1,407,345 and our current liabilities were $184,905, which resulted in a working capital of $1,222,440. As of August 31, 2016, our current assets were $9,976 and our current liabilities were $100,640, which resulted in a capital deficiency of $90,664. As at November 30, 2016, current assets were comprised of $1,276,040 in cash and $131,305 in prepaid expenses, compared to $809 in cash and $9,167 in prepaid expenses at August 31, 2016. As at November 30, 2016, current liabilities were comprised of $1,934 in bank indebtedness, $97,991 in accounts payable and $84,980 in due to related parties compared to $1,985 in bank indebtedness, $53,290 in accounts payable and $45,365 in due to related parties at August 31, 2016.

Our current cash, as of November 30, 2016, will satisfy our immediate liquidity and SEC reporting requirements for the next 12 months, however, we will require additional financing to pursue business activities. We intend to seek equity and/or debt financing to fund our operations over the next 12 months. However, additional equity or debt financing may not be available to us on acceptable terms or at all and, thus, we could fail to satisfy our future cash requirements.

As part of our capital raising efforts, in the three months ended November 30, 2016, we raised $1,708,000 from the issuance of 2,135,000 shares of common stock.

There is substantial doubt if we can fully develop our business plan and continue as an on-going business for the next 12 months, unless we obtain additional cash. Our only source for cash to be used to implement our business plan at this time is investments or loans by others. We must raise cash to implement our strategy.

If we cannot raise additional proceeds by private placements of our common stock or debt financing, we would be required to cease business operations. As a result, investors would lose all of their investments.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the three months ended November 30, 2016, net cash flows used in operating activities was $468,965, consisting of a net loss of $3,830,195 and was reduced by stock based compensation of $3,438,718 and an increase in accounts payable of $44,701 and was increased by an increase in prepaid expenses of $122,138, and a decrease in bank indebtedness of $51. For the three months ended August 31, 2015, net cash flows used in operating activities was $NIL.

Cash Flows from Investing Activities

For the three months ended November 30, 2016, we acquired $3,419 of computer equipment. For the three months ended November 30, 2015, net cash flows used in investing activities was $NIL.

Cash Flows from Financing Activities

For the three months ended November 30, 2016, net cash flows provided by financing activities was $1,747,615, consisting of proceeds from issuance of common stock of $1,708,000 and loans from related parties of $39,615. For the three months ended November 30, 2015, net cash flows used in financing activities was $77 for net loan repayment to related parties.

Off Balance Sheet Arrangement

We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we do not have any undisclosed borrowings or debt, and we have not entered into any synthetic leases. We are, therefore, not materially exposed to any financing, liquidity, market, or credit risk that could arise if we had engaged in such relationships.

Application of Critical Accounting Policies

We have identified the policies below as critical to our business operations and the understanding of our results of operations. The impact on our business operations and any associated risks related to these policies are discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations when such policies affect our reported or expected financial results.

In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”). We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. The results form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ significantly from those estimates under different assumptions and conditions. We believe that the following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations and require our most difficult, subjective, and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

The material estimates for our company are that of the stock-based compensation recorded for options and warrants granted and the valuation for the common stock issued for intellectual property, and the income tax valuation allowance recorded for deferred tax assets. The fair values of options and warrants are determined using the Black-Scholes option pricing model. We have no historical data on the accuracy of these estimates. The estimated sensitivity to change is related to the various variables of the Black-Scholes option pricing model stated below. The specific quantitative variables are included in the notes to the consolidated financial statements. The estimated fair value of options is recognized as expense on the straight-line basis over the options’ vesting periods. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model with the expected life, dividend yield, expected volatility, and risk-free interest rate weighted-average assumptions used for options and warrants granted. Expected volatility for 2016 was estimated using the average historical volatility of three public companies offering services in the same industry classification. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the grant date. The expected life of options is based on the life of the instrument on grant date.

Stock-Based Compensation

ASC 718, "Compensation - Stock Compensation," prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, "Equity - Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

Share-based expense totaled $3,438,718 and $0 for the three months ended November 30, 2016 and 2015, respectively.

Recent accounting pronouncements

For discussion of recently issued and adopted accounting pronouncements, please see Note 2 to the unaudited financial statements included herein.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting for the period covered by this Quarterly Report. Management conducted an evaluation of the effectiveness of internal control over financial reporting based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting for that period was not effective.

The material weaknesses in our disclosure control procedures are as follows:

1. Lack of formal policies and procedures necessary to adequately review significant accounting transactions. We utilize a third party independent contractor for the preparation of our financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in our day to day operations and may not be provided information from our management on a timely basis to allow for adequate reporting/consideration of certain transactions.

2. Audit Committee and Financial Expert. We do not have an audit committee with a financial expert and, thus, we lack the appropriate oversight within the financial reporting process.

We intend to initiate measures to remediate the identified material weaknesses, including, but not necessarily limited to, the following:

Changes in Control

We are not aware of any arrangement that might result in a change in control in the future.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

As compensation to Eurasian for its services provided pursuant to our agreement with Eurasian, on November 16, 2016, we issued to Eurasian 13,518 shares of our common stock. Eurasian is a U.S. person and an accredited investor. The transaction pursuant to which those shares were issued did not involve a public offering of securities and was exempt from the prospectus delivery and registration requirements of the Securities Act of 1933 pursuant to that exemption specified by the provision of Section 4(a)(2) of that act and Rule 506(b) of Regulation D.

As compensation for the services to be provided by IRTH to us pursuant to our agreement with IRTH, on November 2, 2016, we issued to IRTH 125,000 shares of our common stock on November 11, 2016. IRTH is a U.S. person and an accredited investor. The transaction pursuant to which those shares were sold did not involve a public offering of securities. Accordingly, that transaction was exempt from the prospectus delivery and registration requirements of the Securities Act of 1933 pursuant to that exemption specified by the provision of Section 4(a)(2) of that act and Rule 506(b) of Regulation D.

On October 7, 2016, we issued to Jason T. de Mos (i) an option to purchase 1,500,000 shares of our common stock at a per share price of $0.75, which option will vest on October 7, 2017, and terminate 5 years after the vesting date and is subject to termination as specified in his employment agreement; (ii) an option to purchase 1,500,000 shares of our common stock at a per share price of $1.25, which option will vest on October 7, 2018, and terminate 5 years after the vesting date and is subject to termination as specified in his employment agreement; and (iii) an option to purchase 1,500,000 shares of our common stock at a per share price of $2.00, which option will vest on October 7, 2019, and terminate 5 years after the vesting date and is subject to termination as specified in his employment agreement.

On or about October 13, 2016, we sold 312,500 shares of our common stock at a purchase price of $0.80 per share, for a total of $250,000. Additionally, pursuant to that transaction, we granted to the purchaser of those shares a warrant to purchase for a period of one year an additional 312,500 shares of our common stock at a purchase price of $1.25 per share. The purchaser of those securities is not a “U.S. person,” as that term is defined in Regulation S. Those securities were issued in a transaction which satisfies the requirements for that exemption from the registration and prospectus delivery requirements of the Securities Act of 1933 specified by the provisions of Regulation S.

As compensation for the services to be provided by ZapZorn to us pursuant to our agreement with ZapZorn on October 26, 2016, we issued to ZapZorn 150,000 shares of our common stock valued at $1.00 per share. ZapZorn is U.S. person and an accredited investor. The transaction pursuant to which those shares were sold did not involve a public offering of securities. Accordingly, that transaction was exempt from the prospectus delivery and registration requirements of the Securities Act of 1933 pursuant to that exemption specified by the provision of Section 4(a)(2) of that act and Rule 506(b) of Regulation D.

On or about October 25, 2016, we sold 312,500 shares of our common stock at a purchase price of $0.80 per share, for a total of $250,000. Additionally, pursuant to that transaction, we granted to the purchaser of those shares a warrant to purchase to for a period of one year an additional 312,500 shares of our common stock at a purchase price of $1.25 per share. The purchaser of those shares is a U.S. person and an accredited investor. The transaction pursuant to which those shares were sold did not involve a public offering of securities. Accordingly, that transaction was exempt from the prospectus delivery and registration requirements of the Securities Act of 1933 pursuant to that exemption specified by the provisions of Section 4(a)(2) of that act and Rule 506(b) of Regulation D.

On November 1, 2016, we issued to Mr. Olson (i) an option to purchase 1,500,000 shares of our common stock at a per share price of $0.75, which option will vest on November 1, 2017, and terminate 5 years after the vesting date and is subject to termination as specified in his employment agreement; (ii) an option to purchase 1,500,000 shares of our common stock at a per share price of $1.25, which option will vest on November 1, 2018, and terminate 5 years after the vesting date and is subject to termination as specified in his employment agreement; and (iii) an option to purchase 1,500,000 shares of our common stock at a per share price of $2.00, which option will vest on November 1, 2019, and terminate 5 years after the vesting date and is subject to termination as specified in his employment agreement.

On or about October 25, 2016, we sold 10,000 shares of our common stock at a purchase price of $0.80 per share, for a total of $8,000. Additionally, we granted to the purchaser of those shares a warrant to purchase 10,000 shares of our common stock at a purchase price of $1.25 per share. The purchaser of those shares is a U.S. person and an accredited investor. The transaction pursuant to which those shares were sold did not involve a public offering of securities. Accordingly, that transaction was exempt from the prospectus delivery and registration requirements of the Securities Act of 1933 pursuant to that exemption specified by the provisions of Section 4(a)(2) of that act and Rule 506(b) of Regulation D.

Pursuant to our agreement with Jet Midwest Group LLC, on October 27, 2016, we issued to Jet Midwest Group, LLC 1,250,000 shares of our common stock, as consideration for the services of Jet Midwest Group, LLC contemplated by the provisions of that agreement. Jet Midwest Group LLC is a U.S. person and an accredited investor. Those shares were issued in a transaction not involving a public offering of securities and, therefore, that transaction was exempted from the registration and prospectus delivery requirements of the Securities Act of 1933 specified by the provisions of Section 4(a)(2) of that act and Rule 506(b) of Regulation D.

On or about November 22, 2016, we sold 1,500,000 shares of our common stock at a purchase price of $0.80 per share, for a total of $1,200,000. Additionally, pursuant to that transaction, we granted to the purchaser of those shares a warrant to purchase for a period of one year an additional 1,500,000 shares of our common stock at a purchase price of $1.25 per share. The purchaser of those securities is not a “U.S. person,” as that term is defined in Regulation S. Those securities were issued in a transaction which satisfies the requirements for that exemption from the registration and prospectus delivery requirements of the Securities Act of 1933 specified by the provisions of Regulation S.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Memorandum of Understanding with Electric Lightwave Holdings, Inc.

On December 12, 2016, we entered into and executed a written Memorandum of Understanding with Electric Lightwave Holdings, Inc., a fiber based network services provider in the western United States (“Lightwave”). Pursuant to the provisions of that Memorandum of Understanding and the final definitive agreement contemplated thereby, the ground segment of our contemplated Infinitus Super Highway will be supported by Lightwave’s 12,500 mile fiber optics cable and data centered network, which is located throughout the western United States, including an undersea cable link to the Hawaiian Islands.

A copy of that Memorandum of Understanding is attached as an exhibit to that Current Report on Form 8-K filed with the SEC on December 27, 2016.

ITEM 6. EXHIBITS

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* Filed herewith

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 thereunto duly authorized.