This Offering

Minimum Offering:

Maximum Offering:

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(1) A portion of working capital will be used for officers’ salaries.

The foregoing information is an estimate based on our current business plan. We may find it necessary or advisable to re-allocate portions of the net proceeds reserved for one category or another, and we will have broad discretion in doing so. Pending these uses, we intend to invest the net proceeds of this Offering in short-term, interest-bearing securities.

The company reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

6.    DESCRIPTION OF BUSINESS

Background
XTI is an early-stage aircraft manufacturer that is creating a revolutionary solution for the business aviation industry. Based in Denver, Colorado, the company’s mission is to develop innovative solutions to universal business aviation problems by enabling true point-to-point air travel over long distances. Almost 84% of primary reasons why organizations use business aircraft are aimed at reducing total trip times or reaching remote locations not served by scheduled airlines – both dominant features of the TriFan 600. Our vertical takeoff airplane has unique advantages over existing private airplanes which still require time-consuming trips to and from a limited number of airports, and over helicopters which fly at much slower speeds, significantly shorter distances, and in less comfort than typical business jets. We are rethinking how people travel by developing an aircraft that combines a helicopter’s ability to take off and land from almost anywhere, with the speed and range of a private jet. The TriFan 600 will offer true point-to-point travel over longer distances --greatly reducing total travel time by departing from or arriving into locations that are much closer to the customer’s point of departure and/or destination, including remote locations -- almost eliminating time spent driving to and from an airport, with the potential of adding back hours to those whose time is valued by the number of meetings or destinations they can reach in a single day.

TriFan 600
The TriFan 600 is an airplane with two turbine jet engines that will have the speed, range and comfort of a business jet and will takeoff and land vertically like a helicopter. The aircraft will seat up to six passengers and be capable of cruising at speeds and altitudes of business jets. Depending on the number of passengers onboard, the TriFan 600 is expected to be able to fly up to 1,800 miles while taking off and landing vertically at both ends of the trip.

In designing the TriFan 600, we identified certain goals and guidelines for the performance and capabilities for the airplane, including:

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As a result of the advances in materials, computers, engines, and other technologies over the past few decades, combined with our innovative team, we accomplished all of the above objectives in the conceptual design of the TriFan 600 and are now advancing these objectives in preliminary design engineering.

Engineering and Development to Date
XTI expects that the TriFan 600 will be a fully certified, high performance, civilian fixed-wing vertical takeoff airplane. We completed initial configuration and engineering analysis for the TriFan 600 in April 2014, and are currently engaged in preliminary design, including computational fluid dynamics analysis. We expect that these development efforts will result in the creation of a flying, full scale proof of concept aircraft within approximately three years. Thereafter, XTI will seek certification with the Federal Aviation Administration (“FAA”), which we expect will take an additional 4–6 years to complete. If the company is able to secure FAA certification of the TriFan 600 and completion of all phases up to and including commercial production, we believe that this aircraft will be the first civil, FAA-certified vertical takeoff airplane in aviation history.

Management
XTI is guided by a leadership team with decades of experience, a deep well of expertise in fixed wing and vertical takeoff and landing aircraft, and a successful track record of bringing new aircraft to market. XTI has assembled a management team that includes aviation industry executives and professionals with decades of experience from the largest fixed wing and rotary wing aircraft companies in the world. Jeffrey Pino, former long-time president and chief executive of Sikorsky Aircraft Corporation, is Vice Chairman of the XTI board of directors and the company anticipates that the board of directors will appoint Mr. Pino to become the CEO of XTI after the company raises a sufficient amount of capital in this Offering. Charlie Johnson, former president and COO of Cessna Aircraft Company, is an active outside director of the company. David Brody, former CEO and Chairman of AVX Aircraft Company, is Chairman of the board, president and secretary, and the founder of XTI, and Dr. Dennis Olcott, former Chief Engineer of Adam Aircraft and the PiperJet, is a board member and XTI’s Senior Vice President of Engineering and Chief Engineer.

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The company believes that this management team knows what is required to finance, design, certify and launch a program of this magnitude. This management team brings to XTI decades of sound management experience developing and executing strategic business and aircraft development plans, and technical and financial expertise, in enterprises of various scales in both helicopter and airplane markets. In their roles at Sikorsky, Cessna, AVX, Piper, and other companies over the past 30 years, they have each designed, led and championed several new aircraft concepts and programs. Messrs. Pino and Johnson have collectively managed and overseen approximately 50 FAA certifications during their careers at Sikorsky and Cessna.

Technology
XTI is not developing basic new technology; rather,the TriFan 600 is an evolution in the application of existing technology. Our proprietary patented design and configuration primarily utilizes advanced technologies, components and systems which are widely in use throughout the civil aviation industry today. As a result, most of the underlying technology is well established and understood, which we expect will reduce the risk associated with manufacturing and certifying the TriFan 600.

Over 50 years ago, the US military funded the development of vertical takeoff and landing airplanes using rotating, ducted fans, much like the TriFan 600. These included the Bell X-22 and the Doak VZ-4, which had fixed wings. Both of these planes were capable of taking off vertically, transitioning to forward flight, and then transitioning to a hover before landing vertically. However, neither of these aircraft went into commercial production because the technology available at the time limited the performance capabilities of the aircraft, making them economically unviable and difficult to operate.

Over the past 50 years, aircraft technologies and materials have advanced significantly. Current engines are dramatically lighter, more fuel-efficient, and provide greater power performance than prior versions. Composite materials are available that allow aircraft structures to be much lighter and stronger than previously. And finally, advances in software technology allow airplanes to be controlled largely by computers, increasing controllability, reliability, and safety. All of these advanced technologies are widely used in today’s civil aviation market. By combining these technologies with our patented proprietary design in a unique and revolutionary configuration, we believe the TriFan 600 will be a commercially successful product for the business aviation market. In other words, the technology of today has caught up with the long-held idea or concept of a vertical takeoff airplane.

The Market
The business aviation market is a global market that focuses on high net worth individuals and companies as its primary customer base. These users place a significant premium on the value of their time and have demonstrated a willingness to pay for the time-saving features that private aviation can deliver. By avoiding long security lines at commercial airports and eliminating the need to arrive at least one hour prior to departure, often combined with the ability to utilize airports or landing strips that are closer to their ultimate destination, private aircraft users are able to dramatically reduce the total time of a trip. Business aircraft also offer individuals the flexibility to determine their own schedule and travel itinerary.

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As a result of these time saving and convenience factors, high net worth individuals and businesses purchased an estimated 6,125 aircraft between 2004 and 2013, valued at over $161 billion according to JetNet iQ. This represents an average annual aircraft volume for light, medium and large private aircraft of approximately 612 aircraft deliveries and an annual market value of over $16 billion. JetNet iQ forecasted that this market will grow by roughly 3%-4% per year over the next twenty years.

Total Addressable Market
We expect that existing owners of business aircraft will be the primary customer for the TriFan 600. While some individuals and businesses that do not currently own an aircraft will be interested in a TriFan 600, we have excluded these new owners from our analysis of the addressable market for conservatism. Among existing owners, a significant number own both airplanes and helicopters. We will focus our initial efforts on these dual owners because they have demonstrated a demand for both vertical lift capabilities and for the speed, range and comfort of a business jet. Because of the way aircraft are generally owned or titled, the number of aircraft owned by dual owners is not readily available at this time.

As reflected in the table below, there are currently over 61,000 business airplanes and helicopters in operation worldwide. North America accounts for more than half of the total existing market and annual aircraft deliveries in the world.

Source: AvData, Inc. by ARGUS International, 2014

TriFan 600 addresses primary market driver of reducing total trip time
The industry’s leading trade organization, National Business Aviation Association (“NBAA”), often reports that decisions to utilize business aviation depend on a variety of factors, including the unavailability of commercial airline service, both at the site of origin and travel destinations; the number of sites to be visited in a single day; the requirement to move vital assets rapidly; and a host of other considerations focused on traveler time savings. (1)As illustrated in the table below, reducing total transportation time amounts to 84% of reasons for why business aircraft are used. Surveys conducted by other industry sources, such as Business Jet Traveler magazine, have similarly reported that the two most important reasons readers cite for why they choose to fly privately are to save time, and for service to destinations not served by airlines.

^{_________________________________
1} Source: 2014 NBAA Business Aviation Fact Book.

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Source: 2014 NBAA Business Aviation Fact Book.

No traditional airplane or helicopter can fully serve the needs of executive travelers, because neither of them alone or in combination can fly its passengers directly from point A to point B with the same speed, range or operational flexibility as the TriFan 600. With TriFan 600, executive travelers will have the ability to bypass highways and runways, lifting up from any helipad or helipad-sized paved surface, and proceeding directly to their destination, they could potentially save hundreds of hours a year, achieve more, and avoid missing what’s important.

The TriFan 600 will help individuals and business executives reduce total travel time dramatically. The figure below shows how the TriFan 600 can save an executive nearly half his or her total trip time for a 500 nautical mile trip, even compared to a business jet, because of the TriFan 600’s ability to reduce or eliminate time wasted traveling to and from airports. We chose a 500 nautical mile trip as the comparison point because the average trip length for most flights in private aircraft is less than this distance, even if the aircraft is capable of going further without the need to stop to refuel.

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Sample flight illustrating how TriFan 600 enables shorter trip times

Based on the company’s estimates, TriFan 600will be able to deliver these impressive time savings while still being able to accomplish the vast majority of flight plans flown with private aviation. The table below shows the average flight length flown in private aircraft by class of aircraft. This data was provided by ARGUS International. This clearly illustrates that the TriFan 600 can provide the range capability that most users of private aviation require. While the TriFan 600 won’t be able to accomplish all missions conducted with private aviation, we believe that our ability to cover most requirements while also improving the convenience and time savings of customers will allow us to capture a meaningful share of the existing market of over 60,000 business aircraft.

Tri-Fan is priced competitively with what business aircraft owners are paying
Currently, the only way for individuals using business aircraft to get from one place to another in a shorter period of time is by flying in a faster aircraft. Generally, the larger the size of the aircraft, the faster it can travel, and the more expensive the aircraft. Business jet owners consistently pay millions of dollars more for increased speed (among other features). However, as shown in the figure above, more speed does not always equal more time. True time savings can only be achieved by taking off vertically like a helicopter, cruising at altitudes and speeds of airplanes, and landing vertically near a final destination.

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The TriFan 600 design combines the best aspects of each platform (airplane and helicopter), enabling what the company believes will be a dramatic reduction in total trip time, at a price point that is competitive to market prices. Purchase prices for aircraft in this market can range up to $18 million, with a high correlation between speed and cost. There is a clear connection between the ability to save time through faster transportation and a willingness to pay more for this capability.

Achievable market share
It is difficult to compare the TriFan 600 directly to existing aircraft and historical sales levels of similar aircraft because there is no aircraft with the same performance capabilities as the TriFan 600. In order to estimate the number of aircraft we believe we can sell each year, we conducted a market analysis based on the TriFan 600’s performance characteristics relative to existing alternatives.

To conduct the analysis, we identified the likely objections that buyers of a particular type of aircraft would have when considering the purchase of a TriFan 600. We then estimated what percentage of those buyer segments would object to the TriFan 600 because of each of the considerations (i.e., those that would object because it could not seat enough passengers or because it could not fly a long enough distance, etc.). This resulted in a percentage of each buyer segment that would not object to the TriFan 600 relative to aircraft in that class, leaving the expected portion of each market that we could capture.

With the potential share for each market estimated, we then analyzed market forecast data from Teal Group, an industry leading market forecasting company. This data identified the number of units, by type of aircraft, which are expected to be sold over the next several years. Applying the market share of each aircraft type we expect to capture to the number of aircraft expected to be delivered in each category per year, we estimated that we can expect to sell between 85 – 95 aircraft each year. This analysis only considered sales to civilian users, and does not include military or commercial use forecasts.

After completing our internal analysis, our management team, board of directors, aviation marketing companies and other industry participants all reviewed those findings and provided input as to the reasonableness of the company’conclusion or expectation of selling 85-95 TriFan 600 aircraft each year. Based on the totality of the data and those conversations, we feel that this estimate is achievable. However, for the purpose of creating our business plan, we have assumed a lower more conservative number of annual aircraft deliveries.

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Production Plan and Suppliers
XTI intends to use a horizontally integrated manufacturing strategy whereby the company maintains control of all planning, design and final assembly aspects of the process, but outsource's the manufacture of the vast majority of components (i.e., fuselage, engines, transmission, avionics, landing gear, etc.). XTI would only seek to design and manufacture a limited number of certain critical components, if any.

We intend to utilize the professional networks of our executive team, gained from decades of experience in the industry, to secure favorable supply agreements with leading manufactures. These suppliers will design and fabricate components to XTI’s design specifications for incorporation into a final product. The majority of these components will be largely off-the-shelf systems used in other aircraft, with only limited customization or design features that are specifically required for the TriFan 600.

Under this plan, the company intends to focus its efforts on the most critical components for our success, while enjoying cost savings from using specialists in areas that are not as critical or customized. This will also allow the company to choose between multiple suppliers, reducing any potential dependence on a small set of suppliers.

Research and Development
The company’s primary activity to date has been to conduct research and development associated with our core vertical takeoff and landing configuration for the TriFan 600. This includes the completion of our preliminary design, computational fluid dynamics, executing our patent and IP strategy, developing additional technical capabilities and analysis, and other R&D activities to determine the feasibility of our financial and technical aspects of our aircraft and program. To date, the company has expended over $1.5 million on engineering, marketing, legal, and a variety of other G&A.

Employees and Consultants
The company has used and continues to use a number of consultants during our history to limit our operating expenses and allow us to scale as necessary. Currently, the company does not have any full time employees. The company intends to hire a number of employees after the Offering primarily to support our engineering and development efforts.

Aviation Regulations
In the U.S., civil aviation is regulated by the Federal Aviation Administration (the “FAA”), which controls virtually every aspect of flight from pilot licensing to aircraft design and construction. The FAA requires that every civilian aircraft that flies in the U.S. must carry a valid type certificate and airworthiness certificate issued by the FAA or a foreign civil aviation authority.

The company will seek to obtain approval for the design of the TriFan 600 by obtaining a standard Type Certificate under the Federal Aviation Regulations. The FAA will conduct extensive testing and analysis of the company’s TriFan 600 to determine the safety, stability, reliability and performance of the aircraft and that the aircraft complies with the applicable airworthiness standards for the TriFan 600’s category of airplane. If the TriFan 600 is approved by the FAA, XTI will be issued a type certificate for it.

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The FAA also issues standard airworthiness certificates to each aircraft that is manufactured in accordance with an approved design or type certificate. Rather than test each aircraft that is built, the FAA allows manufacturers to prove that their manufacturing process and quality control system produces conforming aircraft each time. Only a company that owns a type certificate is entitled to this authorization, called a production certificate. If the FAA approves of XTI’s manufacturing process, the company will be issued a production certificate and each aircraft manufactured by XTI in accordance with the type certificate will receive an airworthiness certificate.

The process of obtaining a valid type certificate, production certificate and airworthiness certificate for the TriFan 600 will take several years. XTI is not permitted to deliver commercially produced aircraft to civilian customers until obtaining FAA certification, which effectively means that no significant revenue will be generated from civilian aircraft sales to fund operations until that time. Any delay in the certification process will negatively impact the company by requiring additional funds to be spent on the certification process and by delaying the company’s ability to sell aircraft.

In addition to the FAA, operation of the TriFan 600 will be regulated by various state, county and municipal agencies. Specifically, flight of the TriFan 600 will be regulated by the FAA, while the ability to takeoff and land will be governed by the FAA and various zoning restrictions imposed by non-federal agencies in each location where an owner of the TriFan 600 intends to operate.These restrictions will vary by location and may limit the TriFan 600 to landing in already zoned areas. However, there are currently over 3,000 helipads in the U.S. where helicopters are already allowed to land. So the company expects that the TriFan 600 will also be able to land legally and safely in these locations and at thousands of smaller general aviation airports unavailable to jets. Unlike jet aircraft, the TriFan 600 is not limited by runway length, clear landing approaches, and the sophistication of the electronic landing aids that serve larger general aviation airports. The TriFan 600 is both VTOL (vertical takeoff and landing) capable and STOL (short takeoff and landing capable). Because it can takeoff and land from any paved general aviation airport –with or without use of a runway -- TriFan 600’s operational versatility makes it uniquely possible to utilize any one of the thousands of smaller airports in the U.S. with runways otherwise unavailable to other business jets. There are also thousands of privately-owned locations in the U.S. and the world (driveways, lots, job sites, and other paved surfaces) that will not all be limited by local regulations. As a result, the company expects there will be sufficient locations for the TriFan 600to takeoff and land.

Intellectual Property
The company’s intellectual property includes one issued patent (D741247), “utility” patent applications, copyrights, trademarks and trade secrets. Protection is supported by patent and copyright laws. Employee and third-party consultants have signed non-disclosure agreements with the company to further protect its proprietary rights. The company is continuing to develop intellectual property, and it intends to aggressively protect its position in key technologies. The company owns several trademarks protecting the company’s name and logo, as well as extensive data, engineering analyses, and other intellectual property.

The company’s patent and patent applications cover various embodiments of a vertical take-off and landing aircraft. In general terms, a “utility patent” protects the way an article is used and works, while a “design patent” protects the way an article looks. The company is seeking broad patent protection in both respects.

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Furthermore, the company is preparing to file one or more foreign patent applications where the aircraft will be sold and widely used. Legal counsel also filed a Patent Cooperation Treaty (“PCT”) application that claims priority back to the filing date for the provisional patent application. The PCT currently covers 141 countries that can be designated for protection, including a European and African patent.

David Brody, founder and Chairman of XTI, developed the TriFan 600 configuration and basic performance objectives, filed for the patents. Dr. Dennis Olcott, XTI’s Senior Vice President for Engineering and Chief Engineer, is co-inventor on certain patent applications. Mr. Brody and Dr. Olcott have assigned all patents, patent applications and other intellectual property to XTI.

Litigation

The company is not involved in any litigation, and its management is not aware of any pending or threatened legal actions relating to its intellectual property, conduct of its business activities, or otherwise.

7.    DESCRIPTION OF PROPERTY

The company’s physical property and other physical assets consist of various scale models of the TriFan 600, including a one-third scale model (which includes electric motors and moving parts to demonstrate the TriFan 600 operations), a four-foot wingspan model and many 18-inch wingspan models, as well as some furniture and various physical books and records. No physical or intangible assets of the company are encumbered.

8.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The company was incorporated in October 2009. No operations occurred until the fourth quarter of 2012. Since then we have been engaged primarily in developing the design and engineering concepts for the TriFan 600 and seeking funds from investors to fund that development. We are considered to be a development stage company, since we are devoting substantially all of our efforts to establishing our business and planned principal operations have not commenced.We completed the conceptual engineering report for the TriFan 600 in April 2014 and completed our business model in December 2014.

Operating Results

We have not yet generated any revenues and do not expect to do so until after receiving FAA certification for the TriFan 600. Such certification may not come until 2022 or later.

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013. Operating expenses for the 2014 fiscal year increased by 291% over the 2013 fiscal year, reflecting a significant increase in our activity and efforts to advance the TriFan 600. Conceptual design costs increased from $72,730 to $151,320 (108%) as a result of increased spending on engineering and design work. Marketing costs increased from $0 to $69,621 due to the company’s initiation of marketing activities in 2014. General and administrative costs increased from $11,210 to $107,320 (857%) primarily as a result of increased legal fees related to preparing the company for future fundraising efforts.

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Interest expense increased from $0 in 2013 to $3,677 in 2014 as a result of the revolver put into place in 2014 (discussed below).

As a result, our net loss for the 2014 fiscal year was $331,937 as compared to a net loss of $83,941 for the 2013 fiscal year, an increase of 295%. Our accumulated deficit at December 31, 2014 was $420,595.

Nine Months Ended September 30, 2015 Compared to September 30, 2014. Operating expenses for the nine months ended September 30, 2015 increased by 344% over the comparable 2014 period due to increased spending on advertising and social media to support our equity crowd funding campaign and increased legal expenses.

Interest expense increased by 684% due to increased borrowings under the revolver.

As a result, our net loss for the nine months ended September 30, 2015 was $865,783 as compared to $194,004 for the comparable 2014 period, an increase of 346%. Our accumulated deficit at September 30, 2015 was $1,286,378.

Liquidity and Capital Resources

December 31, 2015. As of December 31, 2014, we had cash of $12,617 and a working capital deficit of $356,246 as compared to cash of $16,896 and a working capital balance of $3,318 at December 31, 2013. The decrease in working capital was primarily due to the net loss for 2014. Included in the current liabilities is a balance of $303,236 advanced under a revolving line of credit. The revolver had an original maturity date of December 2015.

September 30, 2015. As of September 30, 2015, we had cash of $34,031 and a working capital deficit of $1,069,600. The decrease in working capital was primarily due to the net loss for nine months ended September 30, 2015

In 2014, we funded our operations primarily through a revolving loan agreement with our founder, Mr. Brody. This revolver allowed the company to borrow, repay and re borrow up to $750,000 in principal beginning on January 1, 2014. Borrowings under the credit revolver accrued interest at a rate of 3.0% per annum.

In August 2015, the revolving loan agreement was superseded and replaced by a convertible note agreement. The principal amount and accrued but unpaid interest under the revolver were converted into principal in the new convertible note. Mr. Brody is also the lender under this agreement. The convertible note has a principal amount of $763,174 and accrues interest at a rate of 3.0% per annum. The convertible note has different maturity dates contingent upon the company securing different levels of investment from third parties. Mr. Brody has the right to receive repayment of the note upon maturity in either cash or in shares of common stock of the company. The loan with Mr. Brody is more fully described below in “Interest of Management and Others in Certain Transactions” and in Exhibit 6.9 to the Offering Statement of which this Offering Circular forms a part.

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In September 2015, the company entered into a convertible demand note with Mr. Pino. The note has a principal amount of $47,268 and bears interest at a rate of 3.0% per annum. In December 2015 the company entered into a further convertible demand note with Mr. Pino in the principal amount of $50,000 at the same interest rate. The notes do not carry a specific maturity date, but Mr. Pino may demand repayment of the notes at any time and has the option to receive repayment of the note in either cash or in shares of common stock of the company. The loans with Mr. Pino are more fully described below in “Interest of Management and Others in Certain Transactions” and in Exhibits 6.10 and 6.11 to the Offering Statement of which this Offering Circular forms a part.

Plan of Operations
The Company has developed a detailed plan to complete its preliminary design phase, hire key members of its management team, expand sales and marketing efforts and complete detailed design and development work to support the production of a flying proof of concept. It is expected to take approximately 2.5 – 3.0 years to produce the proof of concept aircraft and the company will require $75million to $80million in total funding during this period. Once the proof of concept has been completed and demonstrated, the company will seek FAA certification for the TriFan 600 and begin preparations for production and manufacturing of the aircraft. The exact time and cost to secure FAA certification and commence production is not known, but we estimate that it will take 4 to 6 years and require at least $325 million in additional funding after completion of the proof of concept. We are now seeking $20 million in funding from this Regulation A Offering to fund the first portion of our 2.5 – 3.0 year plan to produce a flying proof of concept. If we experience any delays in securing the $75million to $80million in total funding necessary to complete our plan of operations, our timeline will be extended, perhaps materially, depending on the length of the delay.

Upon completion of this Offering, the company will focus its resources in four key areas: (i) hiring key members of its management team; (ii) expanding sales and marketing to enable the company to take refundable customer deposits; (iii) pursuing additional funding; and (iv) continuing development of the aircraft.

We will seek to hire Jeff Pino and Dennis Olcott as our full time and dedicated Chief Executive Officer and Senior VP of Engineering, respectively, immediately after this Offering. This will be a key milestone for the company. Other key hires will include a VP of Sales, VP of Supply Chain and an additional VP of Engineering.

We will develop an internal and external sales and marketing capability to increase awareness of the aircraft and position the company to begin taking refundable customer deposits and pre-sales orders. This will be accomplished with the following milestones:

We believe that increasing awareness of the aircraft and demonstrating customer demand through orders will enable the company to raise additional capital in the future more easily. The company will not be able to use these refundable deposits until the company accomplishes certain milestones in the future, at which times, customers will have the option of converting their deposit into a non-refundable deposit, or having their money returned. When deposits do become non-refundable, the company will be able to utilize that cash to support its operations. However, it is not expected that deposits will be converted to non-refundable until sometime after the proof of concept is completed.

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We will continue our design and development efforts by conducting trade studies on certain critical path systems of the aircraft including the engines, transmission and fly-by-wire system. Key milestones for this process will include:

The milestones identified above assume that we are able to raise the full $20 million from this Offering. In that event, the company would expect to accomplish all of the above milestones within the first twelve months. However, we have developed our spending plans in each of these areas to be scalable to the amount of money that we raise in this Offering. As a result, we do not anticipate needing to raise additional funds in the six months after the completion of this Offering. We will need additional capital to complete our development of the proof of concept and beyond as discussed above and are pursuing multiple options for such funding, rather than relying on one source. We believe funding will come from a combination of short-term and long-term sources, including potential industry partners and suppliers.

9.    DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

XTI has assembled an experienced management team including aviation industry executives and professionals with decades of experience from the largest fixed wing and rotary wing aircraft companies in the world. Jeffrey Pino, former president and chief executive of Sikorsky Aircraft Corporation (from 2002-2012), is Vice Chairman of the XTI board of directors. Charlie Johnson, former president and COO of Cessna Aircraft Company (from 1997-2003), is an outside director of the company. David Brody, founder and former CEO and Chairman of AVX Aircraft Company (from 2005-2013), is Chairman of the Board, president, secretary, and the founder of XTI. Dennis Olcott, Ph.D., former Chief Engineer of Adam Aircraft (from 2001 – 2006) and at Piper Aircraft (from 2008 - 2009), is a board member and XTI’s Chief Engineer and Senior VP for Engineering.

The table below lists our directors and executive officers, their ages as of September 30, 2015, and the date of their first appointment to such positions. Each position is currently held with an indefinite term of office.

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The company anticipates that Messrs. Pino and Johnson will assume executive positions within the company after closing the financing under this Offering and will lead the selection, together with the board members, of the individuals for other unfilled executive positions. Mr. Pino’s acceptance of the company’s appointment as its full-time CEO is anticipated as soon as the company receives an adequate level of financing under this Offering. The company has not yet determined whether Mr. Johnson will become a full-time or part-time consultant or employee of the company.

Executive Officers

David Brody, founder and Chairman of XTI. Mr. Brody has had a life-long passion for aircraft, science and technology. Beginning in 2012, he developed the Tri-Fan configuration and basic performance objectives, organized XTI as a Delaware corporation, and filed for patents. After developing the company’s basic strategic plan, he recruited XTI’s Board members and executive and engineering team to expand, refine, and execute the plan. Mr. Brody was also the founder of an advanced technology helicopter company in 2005 (AVX Aircraft Company), and served as Chairman and CEO of AVX, and remains on the AVX board. He has practiced law in Denver with Hogan Lovells US LLP from January 2013 to the present. Prior to that time he was a partner in Patton Boggs, LLP, another international law firm, for 14 years. He has several patents issued in his name for inventions in aircraft technology and other fields, and has written three books, including a national Book-of-the-Month Club best seller on science and technology, “The Science Class You Wish You Had, The Seven Greatest Scientific Discoveries in History and the People Who Made Them” (Putnam Berkeley, New York 1997, 2nd edition, 2013). The company has not yet determined whether, after the company receives financing under this Offering, Mr. Brody will become a full-time or part-time consultant or employee of the company.

Dr. Dennis Olcott, PhD, PE, Senior Vice President for Engineering and Chief Engineer and Director. Dr. Olcott is an expert on structures, systems definitions, flight test, and FAA certification. He was Chief Engineer at Adam Aircraft from 2001 to 2006, where he led over 100 engineers and technicians covering all phases of aircraft development through certification. At Piper Aircraft he was Vice President of Engineering from 2009 to 2010 and the Chief Engineer on the Piper Jet from 2008 to 2009, and led over 150 Piper engineers supporting production as well as new development projects. In addition to his role at XTI, he is currently (and has been for the past three years) the chief executive of Answer Engineering, Inc., an aerospace engineering consulting company providing engineering services to XTI. After the company receives financing, Mr. Olcott will become a full-time employee of XTI.

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Andrew Woglom, Chief Financial Officer and Chief Accounting Officer of XTI. Mr. Woglom has diverse experience in investment banking, private equity and operations. From 2009 to 2013, he was Chief Financial Officer for the NEK group of companies (NEK), an international portfolio of businesses spanning aviation, defense contracting, construction, software development start-ups and real estate holdings. He led NEK’s stockholders through a successful exit in 2012. From 2013 to present, Mr. Woglom has worked as a consultant, assisting clients with strategic planning, operational improvements, M&A transactions and capital raising. Prior to NEK, he was a Vice President at Gallagher Industries from 2004 to 2009, a Denver based private equity firm. Before that, from 2000 to 2004, he spent several years in New York in investment banking at both Tri Artisan Partners and at Lehman Brothers. In addition to his role at XTI, he is currently (and has been for the past two years) the principal of Acuity Advisors, LLC, a CFO and advisory services company offering strategic guidance in accounting and finance to clients. After the company receives financing, it is not yet known whether Mr. Woglom will become a full-time or part-time consultant or employee of the company.

Directors

Jeffrey P. Pino, Director. The company anticipates that Mr. Pino will assume the role of CEO after the company receives financing, as determined by Mr. Pino and the company. Mr. Pino served as the CEO of Macquarie Rotorcraft Leasing from July 2013 through December 2014 and as the Chairman of the company from January 2015 through November 2015. Prior to that, Mr. Pino was the President and CEO of Sikorsky Aircraft Corporation from March 2006 to July 2012. He also served as Senior Vice President for Corporate Strategy, Marketing and Commercial Programs for Sikorsky. During his ten years at Sikorsky, Mr. Pino led the company from $2 billion in annual sales to over $7 billion in annual sales and from the fourth largest helicopter supplier to the largest. Mr. Pino joined Sikorsky after spending 17 years at Bell Helicopter serving as Senior Vice President of Sales, Marketing and Commercial Programs. Mr. Pino is a retired Master Army Aviator and served in U.S. Army Active, Reserve, and National Guard assignments for 26 years, including as a development test pilot/project officer specializing in armament testing at the Yuma Proving Ground. He is a Certified Airplane and Helicopter Instructor Pilot and an accomplished aerobatic and Air Show performer.

Charles B. Johnson, Director. Mr. Johnson is an aviation executive and pilot with over 40 years of experience. He served as President and COO of Cessna Aircraft Company from 1997 to 2003. He joined Cessna in 1979 as Manager of Production Flight Test and subsequently held positions as the Senior Vice President of Aircraft Completion and Product Support and Executive Vice President of Operations. Prior to joining Cessna, Mr. Johnson served as Chief of Production Flight Test for Gates Learjet. He began his aviation career after completing U.S. Air Force pilot training in 1968 as an F-105 pilot, and accumulated over 1,000 hours of military flight time in the F-105, serving in combat in Southeast Asia. Previously he was chief pilot for Arnold Palmer. In addition to being a board member of XTI since 2014, for the past two years up to the present he has been the President and COO of Aero Electric Aircraft Corporation. He holds Airline Transport and Instructor Pilot Certificates with type ratings in all Cessna Citation models.

26

Significant Employees

The company does not currently have any full-time employees. However, to conduct its operations to date, XTI has engaged a team of experienced engineering consulting companies and contractors with extensive knowledge and experience in the aerospace industry to assist with development and marketing of the TriFan 600 and to assist with FAA certification. The company anticipates that it will hire a number of these engineering personnel as employees after completion of the Offering.

Both Mr. Pino and Dr. Olcott received stock grants in lieu of compensation for their service to the company. Mr. Pino received 4,347,826 shares of the company’s common stock for his board service. Dr. Olcott received 2,173,913 shares of the company’s common stock for his board and management service. In addition, Mr. Brody has a consulting agreement that provides for certain compensation if the company is successful in raising capital. See the “Interest of Management and others in Certain Transactions” Section for additional details of these arrangements.

Compensation of Directors

We do not compensate our directors for attendance at meetings. We reimburse our officers and directors for reasonable expenses incurred during the course of their performance. We have no long-term incentive plans. However, such directors have received equity in lieu of compensation for their board service.

Future Compensation

If Mr. Pino and Dr. Olcott become employees after completion of the Offering, the company intends to engage a compensation consulting firm to determine market based compensation packages to offer each for their future employment roles.

11.   SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

27

Set forth below is information regarding the beneficial ownership of our common stock, our only outstanding class of capital stock, as of September 30, 2015 by (i) each person whom we know owned, beneficially, more than 10% of the outstanding shares of our common stock, and (ii) all of the current officers and directors as a group. We believe that, except as noted below, each named beneficial owner has sole voting and investment power with respect to the shares listed. Unless otherwise indicated herein, beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission, and includes voting or investment power with respect to shares beneficially owned.

12.   INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

David Brody’s Consulting Agreement and Convertible Note

Mr. Brody’s consulting agreement with the company provides that if and when the company receives $20 million or more in investments from third parties (excluding further investment from Mr. Brody), he will receive compensation totaling $240,000 in recognition of his services as Chairman, President and Secretary performed between January 1, 2014 and December 31, 2015.

In addition, Mr. Brody is the holder of a convertible promissory note from the company (the “Brody Note”) in the principal amount of $763,174. Under the Brody Note, the note will partially or fully mature and shall be due and payable ten days after the company receives investment from investors (excluding investments from Mr. Brody) in this Offering or other Offerings as follows:

28

Mr. Brody has the option to receive repayment under the note in cash or in common stock of the company. If the note is repaid in stock, the stock will be issued using a pre-money valuation of $35.0 million.

We have assumed that Mr. Brody will receive cash payments totalling $1,003,174 if the maximum offering is achieved, representing repayment of the convertible note and payment of the consulting agreement. Mr. Brody will not receive any cash payments for the above agreements if we only raise money equal to the Minimum Offering.

Jeff Pino’s Convertible Notes

Mr. Pino is the holder of two convertible demand promissory notes from the company (the “Pino Notes”) in the principal amount of $47,268.48 and $50,000, respectively. The Pino Notes do not carry a maturity date, but Mr. Pino can request repayment of the notes at any time. In addition, Mr. Pino can elect to have all or any portion of the notes repaid in common stock of the company using the good faith estimated value of the company (as agreed between the company and Mr. Pino) to determine the number of shares to be issued as repayment.

Consulting Agreement with Answer Engineering

Mr. Olcott is currently the chief executive of Answer Engineering, Inc., an aerospace engineering consulting company. The company has engaged Answer Engineering to provide certain design and development services in support of the TriFan 600. XTI paid Answer Engineering a total of $0 and $84,036 in 2013 and 2014, respectively. The company owed Answer Engineering $0 and $21,463 at December 31, 2013 and 2014, respectively.

Consulting Agreement with Acuity Advisors

Mr. Woglom is currently the principal for Acuity Advisors, LLC, a strategy and finance consulting company. The company has engaged Acuity Advisors to provide certain CFO and financial consulting services in support of the company. XTI paid Acuity Advisors a total of $0 and $9,100 in 2013 and 2014, respectively. The company owed Acuity Advisors $0 and $1,100 at December 31, 2013 and 2014, respectively.

Future Transactions

All future affiliated transactions will be made or entered into on terms that are no less favorable to us than those that can be obtained from an unaffiliated third party. A majority of the independent, disinterested members of our board of directors will approve future affiliated transactions, and we will maintain at least two independent directors on our board of directors to review all material transactions with affiliates.

13.   SECURITIES BEING OFFERED

Our authorized capital stock consists of 100,000,000 shares of common stock, $0.001 par value. As of September 30, 2015, we had 35,869,565 shares of common stock outstanding.

The following is a summary of the rights of our capital stock as provided in our certificate of incorporation, as amended, and bylaws. For more detailed information, please see our articles of incorporation and bylaws, which have been filed as exhibits to the Offering Statement of which this Offering Circular is a part.

Common Stock

29

Voting Rights. The holders of the common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the shareholders. Under our amended and restated certificate of incorporation and bylaws, our stockholders will not have cumulative voting rights. Because of this, the holders of a majority of the shares of common stock entitled to vote in any election of directors can elect all of the directors standing for election, if they should so choose.

Dividends. Subject to preferences that may be applicable to any then-outstanding preferred stock (in the event we create preferred stock), holders of common stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the board of directors out of legally available funds.

Liquidation Rights. In the event of our liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then-outstanding shares of preferred stock that may be created in the future.

Other Rights. Holders of common stock have no preemptive, conversion or subscription rights and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may create in the future.

Transfer Agent and Registrar

FundAmerica Stock Transfer, LLC, 2300 West Sahara Avenue, Suite 803, Las Vegas, Nevada 89102 is the transfer agent and registrant for our common stock.

30

14.   FINANCIAL STATEMENTS

31

XTI AIRCRAFT COMPANY

Financial Statements
and
Independent Auditors’ Report
December 31, 2014 and 2013

F – A - 1

XTI AIRCRAFT COMPANY

Table of Contents

F – A - 2

INDEPENDENT AUDITORS' REPORT

To the Stockholder
XTI Aircraft Company
Englewood, Colorado

We have audited the accompanying financial statements of XTI Aircraft Company, which are comprised of the balance sheets as of December 31, 2014 and 2013, and the related statements of operations, changes in stockholder’s (deficit) equity, and cash flows for the years then ended, and the related notes to the financial statements.

MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

AUDITORS' RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

F – A - 3

To the Stockholder
XTI Aircraft Company
Page Two

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of XTI Aircraft Company as of December 31, 2014 and 2013, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

EMPHASIS OF OTHER MATTERS

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

EKS&H LLLP

October 30, 2015
Denver, Colorado

F – A - 4

See notes to financial statements.

F – A - 5

See notes to financial statements.

F – A - 6

See notes to financial statements.

F – A - 7

See notes to financial statements.

F – A - 8

XTI AIRCRAFT COMPANY

Notes to Financial Statements

Note 1 - Description of Business and Significant Accounting Policies

XTI Aircraft Company (the “Company”, “XTI”, or “we”) is a privately owned aviation business incorporated in Delaware in 2009 to develop vertical takeoff airplanes.XTI is an early-stage aircraft manufacturer that is creating a revolutionary solution for the business aviation industry. This vertical takeoff airplane, the TriFan, will offer point-to-point travel to reduce total travel time by decreasing time spent driving to and from an airport before enjoying the benefits of a private jet.

Since our inception, we have been engaged primarily in developing the design and engineering concepts for the TriFan and seeking funds from investors to fund that development. We are considered to be a development stage company since we are devoting substantially all of our efforts to establishing our business and planned principal operations have not commenced.

The Stockholder of the Company has provided the majority of the Company’s capital. If the Stockholder would decide not to fund the Company, the Company would need to obtain debt or equity financing in order to continue.

As of December 31, 2014, the Company has $12,618 of cash and current liabilities of $368,863. The Company has incurred net losses since inception due to expenses incurred to develop the TriFan.

In order for the Company to continue as a going concern, XTI’s plan is to expand its financing plans to include an offering under proposed Regulations A+, as set forth in regulations proposed by the Securities and Exchange Commission. Nonetheless, to date we have not accomplished a financing of the size needed to put the Company on a stable operating basis. There can be no assurance that we will be able to secure additional debt or equity financing, that we will be able to obtain positive cash flow operations, or that, if we are successful in any of those actions, those actions will produce adequate cash flow to enable us to meet our future obligations. If we are unable to obtain additional debt or equity financing, we may be required to reduce or cease operations. The inability or failure to do so could adversely affect the Company’s business, financial condition, and results of operations.

Cash

The Company holds cash in a checking account. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it holds cash.

Intangible Assets

Intangible assets are recorded at historical cost. These assets are related to legal costs incurred in pursuing patents and trademarks to protect the Company’s intellectual property. If the Company determines it will abandon these efforts, or if the United States Patent and Trademark Office indicates the patents or trademarks will not be accepted, all capitalized cost would be expensed immediately. No amortization expense has been recorded for the years ended December 31, 2014 and 2013. The Company will begin amortizing the patents over their respective useful lives once the patents and trademarks are awarded. Subsequent to year-end, the Company was awarded one of its design patents.

F – A - 9

XTI AIRCRAFT COMPANY

Notes to Financial Statements

Note 1 - Description of Business and Significant Accounting Policies (continued)

Conceptual Design Costs

Conceptual design costs, also referred to as research and development costs, of the Company are expensed as incurred. These costs relate to the design and creation of the TriFan. For the years ended December 31, 2014 and 2013, the Company incurred conceptual design cost expenses of $151,320 and $72,730, respectively.

Advertising and Promotion

The cost of advertising and promotion is expensed as incurred. For the years ended December 31, 2014 and 2013, the Company incurred advertising and promotion expenses of $69,621 and $0, respectively. As of December 31, 2014 and 2013, the Company had no accrued advertising expense recorded as liabilities in the accompanying balance sheets.

Income Taxes

The Company has elected to file its income tax returns as an S corporation. Stockholders of S corporations are taxed on their proportionate share of the entity’s taxable income. Accordingly, no provision for income taxes has been included in the accompanying financial statements.

The Company follows a more-likely-than-not measurement methodology to reflect the financial statement impact of uncertain tax positions taken or expected to be taken in a tax return. If taxing authorities were to disallow any tax positions taken by the Company, the additional income taxes, if any, would be imposed on the stockholders rather than the Company.

Interest and penalties associated with tax positions are recorded in the period assessed as general and administrative expenses. However, no interest or penalties have been assessed as of December 31, 2014.

Use of Estimates

The preparation of financial statements in accordance 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 disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Examples include future cash flows for consideration of impairment losses. Actual results could differ from those estimates.

Long-Lived Assets

Long-lived assets principally include intangible assets. The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable.

F – A - 10

XTI AIRCRAFT COMPANY

Notes to Financial Statements

Note 1 - Description of Business and Significant Accounting Policies (continued)

Long-Lived Assets (continued)

An impairment is measured by comparing expected future cash flows (un discounted and before interest) to the carrying value of the assets. If impairment exists, the amount of impairment is measured as the difference between the net book value of the assets and their estimated fair value. The Company believes that no impairment of any long-lived assets existed at December 31, 2014 or 2013.

Presentation of a Development Stage Company

The Company has elected to early adopt and present financial's following Accounting Standards Update No. 2014-10, Development Stage Entities: Elimination of Certain Financial Reporting Requirements,Including an Amendment to Variable Interest Entities in Topic 810, Consolidation (“ASU 2014-10”). ASU 2014-10 updates and removes the financial reporting distinction between development stage entities and other reporting entities from U.S. generally accepted accounting principles. In addition, it eliminates the requirements for development stage entities to present the following:

(1) Present inception-to-date information in the statements of income, cash flows, and stockholder’s equity;
(2) label the financial statements as those of a development stage entity;
(3) disclose a description of the development stage activities in which the entity is engaged; and
(4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements pertaining to development stage entities are to be applied retrospectively. The amendments related to the disclosure of risks and uncertainties are to be applied prospectively. ASU 2014-10 is effective for the Company for annual reporting periods beginning December 15, 2016, and for the interim periods therein, with early application of each of the amendments permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued. As a result, the Company adopted ASU 2014-10 as of December 31, 2013, and the effects of the adoption are reflected in the accompanying financial statements and related notes. As described above, the adoption of ASU 2014-10 eliminated certain disclosures of information formerly required of development stage entities, including inception-to-date information in the accompanying statements of operations, cash flows, and changes in stockholder’s (deficit) equity. The elimination of these disclosure requirements had no other effect on the amounts reported for total assets, liabilities, stockholder’s (deficit) equity, or net loss.

F – A - 11

XTI AIRCRAFT COMPANY

Note 2 – Revolving Line-of-Credit

On January 1, 2014, the Company obtained a revolving line-of-credit with the Stockholder of the Company, which allowed the Company to borrow up to $750,000. Under terms of the agreement, balances drawn on the revolving line-of-credit will bear interest of 3% annually. As of December 31, 2014, the revolving line-of-credit was $303,236 and did not surpass the $750,000 maximum draw during the course of the year.

F – A - 12

XTI AIRCRAFT COMPANY

Notes to Financial Statements

Note 2 – Revolving Line-of-Credit (continued)

During August 2015, the Company drew the maximum credit line of $750,000 and converted the $750,000 line-of-credit plus accrued interest into a convertible note payable to the Stockholder. For additional information on this note, refer to the Related Party Transactions Note 4.

During September 2015, the Company issued another convertible debt note to a related party for $47,268. For additional information on this note, refer to the Related Party Transactions Note 4.

Note 3 – Stockholder’s Equity

The Company had 100,000 shares of common stock with a par value of $0.001 authorized and 100,000 shares issued and outstanding at December 31, 2013.

On December 30, 2014, the Board of Directors amended and approved the authorization of 100,000,000 shares of common stock with a par value of $0.001. At December 31, 2014, 100,000 shares were issued and outstanding.

On January 1, 2015, the Company granted 35,769,565 shares to the Company’s Board of Directors, Officers, and Consultants. These shares were recorded at par value of $0.001, as the Company determined the shares to have no value, other than the par value, on the grant date.

Note 4 - Related Party Transactions

The Company has a revolving line-of-credit with its Stockholder, for additional detail on this revolver refer to Note 2.

In August 2015, the revolving loan agreement was superseded and replaced by a convertible note agreement. The Stockholder remains the lender under this agreement. The convertible note has a principal amount of $763,174 and accrues interest at a rate of 3.0% per annum. The convertible note matures upon the Company securing different levels of investment from third parties as follows:

The Stockholder has the right to receive repayment of the note upon maturity in either cash or in shares of common stock of the Company.

In addition, on October 1, 2015, the Company executed a consulting agreement with its founder and Stockholder. The consulting agreement with the Company provides that if and when the Company receives $20 million or more in investments from third parties (excluding further investment from its founder), the founder will receive compensation totaling $240,000 in recognition of services as Chairman, President, and Secretary performed between January 1, 2014 and December 31, 2015.

F – A - 13

XTI AIRCRAFT COMPANY

Notes to Financial Statements

Note 4 - Related Party Transactions (continued)

In September 2015, the Company entered into a convertible note with a consultant and Board member of the Company. The note has a principal amount of $47,268 and bears interest at a rate of 3.0% per annum. The holder of this note may demand repayment of the note at any time and has the option to receive repayment of the note in either cash or in shares of common stock of the Company.

One of the Company’s engineering officers and Board members owns an engineering practice that conducts business with the Company. For the years ended December 31, 2014 and 2013, the Company paid this vendor $84,036 and $0, respectively. The Company owed this vendor $21,463 and $0 for the years ended December 31, 2014 and 2013, respectively.

The Company also conducts business with a vendor that is owned by one of the Company’s officers and currently provides the Company with consulting CFO work. For the years ended December 31, 2014 and 2013, the Company paid this vendor $9,100 and $0, respectively. The Company owed this vendor $1,100 and $0 for the years ended December 31, 2014 and 2013, respectively.

The Company also performs legal work with another consultant and stockholder’s Firm. For the years ended December 31, 2014 and 2013, the Company paid this vendor $86,533 and $0, respectively. The Company owed this vendor $38,341and $0 for the years ended December 31, 2014 and 2013, respectively.

Note 5 - Commitments and Contingencies

Consulting Agreements

On May 26, 2015, the Company entered into an agreement with a third party consultant for services to raise money for the Company. If the consultant is successful in raising capital, the Company will be obligated to pay this consultant a fee equal to 5% of the cash funds actually received by XTI. At the election of the consultant, this payment can be made in 100% of the Company’s stock or up to 75% in cash and the remaining balance in common stock.

On August 1, 2015, the Company entered into an agreement with a third party consultant for services relating to the possible Regulation A+ offering (“Offering”). Thirty days after the Offering close, the Company will owe the third party consultant a one-time cash payment of $200,000. If the Offering never closes, the Company will be obligated to pay $20,000 on the first day of each month, commencing on June 1, 2016 through February 1, 2017. If the closing does not occur by March 1, 2016, but occurs any time during the period from May 1, 2016 through February 1, 2017 the remaining balance of the $200,000 one-time payment will be accelerated for payment 30 days after closing. In addition to the one-time payment noted above, the Company will also owe this third party consultant $50,000 of the Company’s common stock, to be valued at the price per share equal to the investor’s price under the Offering.

F – A - 14

XTI AIRCRAFT COMPANY

Notes to Financial Statements

Note 6 - Subsequent Events

The Company has evaluated all subsequent events through the auditors’ report date, which is the date the financial statements were available for issuance. There were no subsequent events, other than the agreements at Note 1 (Intangible Assets), Note 2 (Revolving Line-of-Credit), Note 3 (Stockholder’s Equity), Note 4 (Related Party Transactions), and Note 5 (Commitments and Contingencies) that required recognition or disclosure in the financial statements.

F – A - 15

XTI AIRCRAFT COMPANY

XTI AIRCRAFT COMPANY

Financial Statements
for
September 30, 2015(unaudited) and December 31, 2014

F – B - 1

XTI AIRCRAFT COMPANY

Table of Contents

F – B - 2

F – B - 4

Supplemental disclosures of non-cash activity:

During August 2015, the Company drew the maximum credit line of $750,000 on the revolver line, and converted the outstanding balance of $750,000 and accrued interest of $13,174 into the convertible note – related party.

During September 2015, the Company issued another convertible debt note to a related party in lieu of accounts payable for $47,268.

F – B - 5

XTI AIRCRAFT COMPANY

Notes to Financial Statements

Note 1 - Description of Business and Significant Accounting Policies

XTI Aircraft Company (the “Company”, “XTI”, or “we”) is a privately owned aviation business incorporated in Delaware in 2009 to develop vertical takeoff airplanes.XTI is an early-stage aircraft manufacturer that is creating a revolutionary solution for the business aviation industry. This vertical takeoff airplane, the TriFan, will offer point-to-point travel to reduce total travel time by decreasing time spent driving to and from an airport before enjoying the benefits of a private jet.

Since our inception, we have been engaged primarily in developing the design and engineering concepts for the TriFan and seeking funds from investors to fund that development. We are considered to be a development stage company since we are devoting substantially all of our efforts to establishing our business and planned principal operations have not commenced.

The Stockholder of the Company has provided the majority of the Company’s capital. If the Stockholder would decide not to fund the Company, the Company would need to obtain debt or equity financing in order to continue.

As of September 31, 2015, the Company has $34,031 of cash and current liabilities of $1,171,191. The Company has incurred net losses since inception due to expenses incurred to develop the TriFan.

In order for the Company to continue as a going concern, XTI’s plan is to expand its financing plans to include an offering under proposed Regulations A+, as set forth in regulations proposed by the Securities and Exchange Commission. Nonetheless, to date we have not accomplished a financing of the size needed to put the Company on a stable operating basis. There can be no assurance that we will be able to secure additional debt or equity financing, that we will be able to obtain positive cash flow operations, or that, if we are successful in any of those actions, those actions will produce adequate cash flow to enable us to meet our future obligations. If we are unable to obtain additional debt or equity financing, we may be required to reduce or cease operations. The inability or failure to do so could adversely affect the Company’s business, financial condition, and results of operations.

Cash

The Company holds cash in a checking account. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it holds cash.

Intangible Assets

Intangible assets are recorded at historical cost. These assets are related to legal costs incurred in pursuing patents and trademarks to protect the Company’s intellectual property. If the Company determines it will abandon these efforts, or if the United States Patent and Trademark Office indicates the patents or trademarks will not be accepted, all capitalized cost would be expensed immediately. No amortization expense has been recorded for the nine months ending September 30, 2015 and 2014. The Company will begin amortizing the patents over their respective useful lives once the patents and trademarks are awarded. During 2015, the Company was awarded one of its design patents.

F – B - 6

XTI AIRCRAFT COMPANY

Notes to Financial Statements

Note 1 - Description of Business and Significant Accounting Policies (continued)

Conceptual Design Costs

Conceptual design costs, also referred to as research and development costs, of the Company are expensed as incurred. These costs relate to the design and creation of the TriFan. For the nine months ending September 30, 2015 and 2014, the Company incurred conceptual design cost expenses of $135,141 and $111,322, respectively.

Advertising and Promotion

The cost of advertising and promotion is expensed as incurred. For the nine months ending September 30, 2015 and 2014, the Company incurred advertising and promotion expenses of $295,251 and $7,437, respectively. As of September 30, 2015 and December 31, 2014, the Company had $34,298 and $0, respectively, accrued advertising expense recorded as liabilities in the accompanying balance sheets.

Income Taxes

The Company has elected to file its income tax returns as an S corporation. Stockholders of S corporations are taxed on their proportionate share of the entity’s taxable income. Accordingly, no provision for income taxes has been included in the accompanying financial statements.

The Company follows a more-likely-than-not measurement methodology to reflect the financial statement impact of uncertain tax positions taken or expected to be taken in a tax return. If taxing authorities were to disallow any tax positions taken by the Company, the additional income taxes, if any, would be imposed on the stockholders rather than the Company.

Interest and penalties associated with tax positions are recorded in the period assessed as general and administrative expenses. However, no interest or penalties have been assessed as of September 30, 2015.

Use of Estimates

The preparation of financial statements in accordance 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 disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Examples include future cash flows for consideration of impairment losses. Actual results could differ from those estimates.

Long-Lived Assets

Long-lived assets principally include intangible assets. The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable.

F – B - 7

XTI AIRCRAFT COMPANY

Notes to Financial Statements

Note 1 - Description of Business and Significant Accounting Policies (continued)

Long-Lived Assets (continued)

An impairment is measured by comparing expected future cash flows (un discounted and before interest) to the carrying value of the assets. If impairment exists, the amount of impairment is measured as the difference between the net book value of the assets and their estimated fair value. The Company believes that no impairment of any long-lived assets existed at September 30, 2015 or December 31, 2014.

Presentation of a Development Stage Company

The Company has elected to early adopt and present financial's following Accounting Standards Update No. 2014-10, Development Stage Entities: Elimination of Certain Financial Reporting Requirements,Including an Amendment to Variable Interest Entities in Topic 810, Consolidation (“ASU 2014-10”). ASU 2014-10 updates and removes the financial reporting distinction between development stage entities and other reporting entities from U.S. generally accepted accounting principles. In addition, it eliminates the requirements for development stage entities to present the following:

(1) Present inception-to-date information in the statements of income, cash flows, and stockholder’s equity;
(2) label the financial statements as those of a development stage entity;
(3) disclose a description of the development stage activities in which the entity is engaged; and
(4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements pertaining to development stage entities are to be applied retrospectively. The amendments related to the disclosure of risks and uncertainties are to be applied prospectively. ASU 2014-10 is effective for the Company for annual reporting periods beginning December 15, 2016, and for the interim periods therein, with early application of each of the amendments permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued. As a result, the Company adopted ASU 2014-10 as of December 31, 2013, and the effects of the adoption are reflected in the accompanying financial statements and related notes. As described above, the adoption of ASU 2014-10 eliminated certain disclosures of information formerly required of development stage entities, including inception-to-date information in the accompanying statements of operations, cash flows, and changes in stockholder’s (deficit) equity. The elimination of these disclosure requirements had no other effect on the amounts reported for total assets, liabilities, stockholder’s (deficit) equity, or net loss.

Note 2 – Revolving Line-of-Credit

On January 1, 2014, the Company obtained a revolving line-of-credit with the Stockholder of the Company, which allowed the Company to borrow up to $750,000. Under terms of the agreement, balances drawn on the revolving line-of-credit will bear interest of 3% annually. As of December 31, 2014, the revolving line-of-credit was $303,236 and did not surpass the $750,000 maximum draw during the course of the year.

F – B - 8

XTI AIRCRAFT COMPANY

Notes to Financial Statements

Note 2 – Revolving Line-of-Credit (continued)

During August 2015, the Company drew the maximum credit line of $750,000 and converted the $750,000 line-of-credit plus accrued interest of $13,174 into a convertible note payable to the Stockholder. For additional information on this note, refer to the Related Party Transactions Note 5.

During September 2015, the Company issued another convertible debt note to a related party for $47,268. For additional information on this note, refer to the Related Party Transactions Note 5.

Note 3 – Convertible Notes – Related Party

In August 2015, the revolving loan agreement was superseded and replaced by a convertible note agreement. The Stockholder remains the lender under this agreement. The convertible note has a principal amount of $763,174 and accrues interest at a rate of 3.0% per annum, provided that on and after the maturity dates (noted below) interest shall accrue from and after such date on the unpaid principal and all accrued but unpaid interest of the note at a rate of 10% per annum. The convertible note matures upon the Company securing different levels of investment from third parties as follows:

The Stockholder has the right to receive repayment of the note upon maturity in either cash or in shares of common stock of the Company. The terms of the conversion state that the shares to be issued to the Stockholder upon a conversion shall be equal to the value of shares based on a $35 million pre-money valuation of the Company. The conversion may occur at any time on or before the third maturity date noted above. The Stockholder at his option may cause all or any portion of the unpaid principal and any accrued but unpaid interest to be converted into common stock of the Company.

In September 2015, the Company entered into a convertible note with a consultant and Board member of the Company. The note has a principal amount of $47,268 and bears interest at a rate of 3.0% per annum. The holder of this note may demand repayment of the note at any time and has the option to receive repayment of the note in either cash or in shares of common stock of the Company.

Note 4 – Stockholder’s Equity

The Company had 100,000 shares of common stock with a par value of $0.001 authorized and 100,000 shares issued and outstanding at December 31, 2013.

On December 30, 2014, the Board of Directors amended and approved the authorization of 100,000,000 shares of common stock with a par value of $0.001. At December 31, 2014, 100,000 shares were issued and outstanding.

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XTI AIRCRAFT COMPANY

Notes to Financial Statements

Note 4 – Stockholder’s Equity (continued)

On January 1, 2015, the Company granted 35,769,565 shares to the Company’s Board of Directors, Officers, and Consultants. These shares were recorded at par value of $0.001, as the Company determined the shares to have no value, other than the par value, on the grant date.

The Company had 100,000,000 shares of common stock with a par value of $0.001 authorized and 35,869,565 shares issued and outstanding at September 30, 2015.

Note 5 - Related Party Transactions

The Company had a revolving line-of-credit with its Stockholder, for additional detail on this revolver refer to Note 2.

In August 2015, the revolving loan agreement was superseded and replaced by a convertible note agreement. For additional detail on this convertible note agreement, refer to Note 3.

In addition, on October 1, 2015, the Company executed a consulting agreement with its founder and Stockholder. The consulting agreement with the Company provides that if and when the Company receives $20 million or more in investments from third parties (excluding further investment from its founder), the founder will receive compensation totaling $240,000 in recognition of services as Chairman, President, and Secretary performed between January 1, 2014 and December 31, 2015.

In September 2015, the Company entered into a convertible note with a consultant and Board member of the Company. For additional detail on this convertible note agreement, refer to Note 3.

One of the Company’s engineering officers and Board members owns an engineering practice that conducts business with the Company. For the nine months ending September 30, 2015 and 2014, the Company paid this vendor $66,463 and $45,652, respectively. The Company owed this vendor $38,386 and $21,463 for the years ended September 30, 2015 and December 31, 2014, respectively.

The Company also conducts business with a vendor that is owned by one of the Company’s officers and currently provides the Company with consulting CFO work. For the nine months ending September 30, 2015 and 2014, the Company paid this vendor $31,950 and $3,300, respectively. The Company owed this vendor $13,360 and $1,100 for the years ended September 30, 2015 and December 31, 20143, respectively.

The Company also performs legal work with another consultant and stockholder’s Firm. For the nine months ending September 30, 2015 and 2014, the Company paid this vendor $312,175 and $36,760, respectively. The Company owed this vendor $263,383 and $38,341for the years ended September 30, 2015 and December 31, 2014, respectively.

F – B - 10

XTI AIRCRAFT COMPANY

Notes to Financial Statements

Note 6 - Commitments and Contingencies

Consulting Agreements

On May 26, 2015, the Company entered into an agreement with a third party consultant for services to raise money for the Company. If the consultant is successful in raising capital, the Company will be obligated to pay this consultant a fee equal to 5% of the cash funds actually received by XTI. At the election of the consultant, this payment can be made in 100% of the Company’s stock or up to 75% in cash and the remaining balance in common stock.

Consulting Agreements

On August 1, 2015, the Company entered into an agreement with a third party consultant for services relating to the possible Regulation A+ offering (“Offering”). Thirty days after the Offering close, the Company will owe the third party consultant a one-time cash payment of $200,000. If the Offering never closes, the Company will be obligated to pay $20,000 on the first day of each month, commencing on June 1, 2016 through February 1, 2017. If the closing does not occur by March 1, 2016, but occurs any time during the period from May 1, 2016 through February 1, 2017 the remaining balance of the $200,000 one-time payment will be accelerated for payment 30 days after closing. In addition to the one-time payment noted above, the Company will also owe this third party consultant $50,000 of the Company’s common stock, to be valued at the price per share equal to the investor’s price under the Offering.

Note 7 - Subsequent Events

The Company has evaluated all subsequent events through the date of this report, which is the date the financial statements were available for issuance. There were no subsequent events, other than the agreement at Note 5 (Related Party Transactions), which required recognition or disclosure in the financial statements.

F – B - 11

* Previously filed

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XTI AIRCRAFT COMPANY

16.  SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City and County of Denver, State of Colorado, on January 13, 2016.

XTI Aircraft Company

By David E. Brody,

Signature: /s/ David E. Brody
                   Chairman of the Board

Date: January 13, 2016

This Offering statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ David E. Brody
David E. Brody, President
Date: January 13, 2016

/s/ Andrew Woglom
Andrew Woglom, Chief Financial Officer and Chief Accounting Officer
Date: January 13, 2016

/s/ Jeff Pino
Jeff Pino, Director
Date: January 13, 2016

/s/ Charles Johnson
Charles Johnson, Director
Date: January 13, 2016

/s/ Dennis Olcott
Dennis Olcott, Director
Date: January 13, 2016

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