Premier Air Charter Holdings Inc 10-K, filed Jul 11, 2023
Premier Air Charter Holdings Inc. (PREM)
About this 10-K
Premier Air Charter Holdings Inc filed this 10-K on July 11, 2023, covering the fiscal year ended March 31, 2023.
Headline figures
Fiscal year ended March 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $1.75M
- compared with a net loss of $2.47M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR
THE
For the transition period from ________ to ________
COMMISSION
FILE NO.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices with Zip Code)
Registrant’s
telephone number, including area code Tel. (
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
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 shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (X
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company | |
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
If securities are registered pursuant to Section 12(b)
of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of
an error to previously issued financial statements.
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark whether the registrant has
filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report.
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Act) Yes ☐
The aggregate market value of the 16,892,725 shares
of voting and non-voting common equity held by non-affiliates computed by reference to the closing price of $0.475 on September 30, 2022,
at which the common equity was last sold in its most recently completed second fiscal quarter was approximately $
As of July 11, 2023, there were shares of common stock outstanding.
| Page | ||||
| PART I | ||||
| Item 1. | Business | 3 | ||
| Item 1A. | Risk Factors | 4 | ||
| Item 1B. | Unresolved Staff Comments | |||
| Item 2. | Property | 4 | ||
| Item 3. | Legal Proceedings | 4 | ||
| Item 4. | Mine Safety Disclosures | 4 | ||
| PART II | ||||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 5 | ||
| Item 6. | [Reserved] | 5 | ||
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operation | 5 | ||
| Item 7A. | Quantitative and Qualitative Disclosure About Market Risk | 7 | ||
| Item 8. | Financial Statements and Supplementary Data | 8 | ||
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 22 | ||
| Item 9A. | Controls and Procedures | 22 | ||
| Item 9B. | Other Information | 23 | ||
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | 23 | ||
| PART III | ||||
| Item 10. | Directors, Executive Officers and Corporate Governance | 23 | ||
| Item 11. | Executive Compensation | 25 | ||
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 25 | ||
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 26 | ||
| Item 14. | Principal Accountant Fees and Services | 26 | ||
| PART IV | ||||
| Item 15. | Exhibits, and Financial Statement Schedules | 27 | ||
| Item 16. | Form 10-K Summary | 27 | ||
| Signatures | 27 | |||
ITEM 1. DESCRIPTION OF BUSINESS
PART I
Forward-Looking Statements
Unless the context indicates otherwise, as used in this Annual Report, the terms “Altair,” “we,” “us,” “our,” “our company” and “our business” refer, to Altair International Corp, including its subsidiaries named herein. Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
Overview
Altair International Corp. (“Altair”) is a development stage company that was incorporated in Nevada on December 20, 2012. The Company is currently in very preliminary discussions with a number of acquisition targets, each of which we believe would deliver significant value to our shareholders.
The Company is currently engaged in identifying and assessing new business opportunities.
Earn-In Agreement
On November 23, 2020, the Company entered into an Earn-In Agreement with American Lithium Minerals, Inc. (“AMLM”) under which we agreed to make total payments of $75,000 to AMLM in exchange for a 10% undivided interest in 63 unpatented placer mining claims comprised of approximately 1,260 acres, and 3 unpatented lode mining claims in Nevada. This $75,000 obligation has been fully satisfied by the Company ($30,000 paid 12/8/2020 and $45,000 paid 1/5/2021), resulting in Altair owning a 10% undivided interest in the claims. The Company has the option to increase its ownership interest by an additional 50% by a total payment of $1,300,648 for exploration and development costs as follows: $100,648 within year one for an additional 10/%, $600,000 in year two for an additional 20% and $600,000 in year three for an additional 20% ownership interest. The Earn-In Agreement grants Altair the exclusive right to explore the properties. In July 2021, the Company undertook a sampling and testing program on the Stonewall lithium project, which returned results showing anomalous lithium content. During 2022, Altair satisfied payment of the claim fees due to the Unites States Bureau of Land Management, and in August of 2022, Altair and AMLM entered into a 2nd Amendment to the original Earn-In Agreement, which, among other things, detailed that that parties agreed that the 2021 Calendar Year work commitment had been satisfied, and made certain changes to the required Annual Work Commitments required to be satisfied by Altair for the ’22, ’23, and ’24 calendar years. Further sampling and testing will be required to advance the Stonewall project. The Company has not satisfied the Annual Work Commitment for calendar year 2022.
License and Royalty Agreement
On February 10, 2021, the Company entered into a License and Royalty Agreement (the “License Agreement”) with St-Georges Eco-Mining Corp. (“SX”) and St-Georges Metallurgy Corp. (“SXM”) under which Altair has received a perpetual, non-exclusive license from SX of its lithium extraction technology for Altair to develop its lithium bearing prospects in the United States and SXM’s EV battery recycling technology for which Altair has agreed to act as exclusive master agent to promote the licensing and deployment of the EV battery recycling technology in North America. Altair has agreed to provide SX with a net revenue interest royalty on all metals and minerals extracted (the “Products”) and sold from Altair’s mineral interests in the United States and SX has agreed to provide Altair with a 1% trailer fee on any royalty received by SX from the licensing of the SX EV battery recycling technology to each licensee of the SX EV battery recycling technology referred by Altair or Altair’s sub-agents. Altair will pay a royalty of 5% of the net revenue received by Altair for sales of Products using the lithium extraction technology which decreases to 3% of the net revenue on all payments in excess of US$8,000,000 of production on an annualized basis.
| 3 |
Activities of our wholly-owned subsidiary, EV Lithium Solution, Inc. (EVLS)
On March 19, 2021, EVLS acquired a 100% interest in the IP related to a novel, solid state lithium/graphene battery technology from Cryptosolar Ltd., a Company domiciled in the United Kingdom. We continue to invest in the research and development of this technology and such development is moving forward rapidly. We are currently in the process of patenting the technology and are exploring options for commercialization. On July 21, 2021, the Company engaged Mr. Matthew Kiang to assist in our efforts to commercialize our battery technology, and on August 6, 2021, the Company filed its first patent application for this technology, which referenced 20 claims. In December 2021, we received a non-final rejection of the claims on various grounds and we have since determined that the most prudent course of action will be to file a new patent application rather than amend the existing application. We do not currently have an established timeline for our filing of a new patent application. We have eliminated the use of lithium in our battery platform, resulting in a technology which does not rely on any electrochemical reactions. This development results in an energy supply with a cost that will not be affected by the fluctuations in global lithium prices, and carries no risk of fire as lithium batteries do. We are currently and actively exploring options for commercialization of this technology, which we have named our Energy Storage Unit, or ESU.
Employees
As of the date of this Report, the Company has no full-time nor part-time employees. Our sole officer has a current agreement with the Company to serve in these capacities. We intend to increase the number of our employees and consultants to meet our needs as the Company grows.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.
ITEM 2. DESCRIPTION OF PROPERTY
We do not own any real estate or other properties.
ITEM 3. LEGAL PROCEEDINGS
There are no material claims, actions, suits, proceedings, or investigations that are currently pending or, to the Company’s knowledge, threatened by or against the Company or respecting its operations or assets, or by or against any of the Company’s officers, directors, or affiliates.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
| 4 |
PART II
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common shares are quoted on the OTCQB Market under the symbol “ATAO”. Trading in stocks quoted on the OTC Market is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects. We cannot assure you that there will be a market in the future for our common stock.
OTC Market securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Market securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Market issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.
Number of Holders
As of June 20, 2023, 24,692,459 issued and outstanding shares of common stock were held by 70 shareholders of record.
Dividend Policy
We have never paid any cash dividends and intend, for the foreseeable future, to retain any future earnings for the development of our business. Our Board of Directors will determine our future dividend policy on the basis of various factors, including our results of operations, financial condition, capital requirements and investment opportunities.
Recent Issuance of Unregistered Securities
During the year ended March 31, 2023, EROP Enterprises LLC converted $197,783 and $9,812 of principal and interest, respectively, into 773,412 shares of common stock.
On July 22, 2022, Mr. Hampton converted the note payable of $39,684 into 79,368 shares of common stock.
Securities Authorized for Issuance Under Equity Compensation Plans
None.
ITEM 6. [Reserved]
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
| 5 |
RESULTS OF OPERATIONS
We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional funds through, among other things, the sale of equity or debt securities although no assurance can be given as to availability of funds or the terms thereof.
We are both currently and generally exploring options which will bring value to our shareholders and are in early stage discussions with a number of potential acquisition targets. Management resolves to provide updates on these efforts at the earliest such time that they become tangible.
Results of Operations
Year Ended March 31, 2023 Compared to the Year Ended March 31, 2022
Revenues
The Company has not recognized any revenue to date.
Operating Expenses
Mining and exploration expenses for the year ended March 31, 2023, was $10,890 compared to $372,195 for the year ended March 31, 2022, a decrease of $361,305, or 97.1%. The Company’s mining and exploration expenses have decreased to $0 in the current period as the Company looks for new opportunities.
Consulting expense for the year ended March 31, 2023, was $0 compared to $1,317,862 for the year ended March 31, 2022. In the prior period we granted 558,000 shares of common stock for total non-cash consulting expense of approximately $1,243,000.
Compensation expense – related party for the year ended March 31, 2023, was $318,000 compared to $138,000 for the year ended March 31, 2022. The Company incurs compensation expense for its CEO. In the current period we recognized $270,000 of stock compensation expense from shares issued in the prior period for which their value is was amortized over the term of the CEO’s employment agreement. We recognized $90,000 of the stock compensation expense in the prior year.
Director compensation expense for the year ended March 31, 2023, was $32,500 compared to $30,000 for the year ended March 31, 2022, an increase of $2,500. We compensate our director, Ramzi Khoury, $2,500 per month in the current year.
General and administrative expense (“G&A”) for the year ended March 31, 2023, was $96,150 compared to $173,669 for the year ended March 31, 2022, a decrease of $77,519 or 44.6%. In the current period are larger expenses were for professional fees of $43,096 and other outside services of $52,000. In the prior period professional fees were $65,037 and outside services were $40,374. In the prior period we also had $17,382 of investor relation expenses which we did not have in the current period.
Other Expense
Total other expense for the year ended March 31, 2023, was $1,292,809, consisting of $195,528 of interest expense, which includes $184,389 of debt discount amortization, a loss on the change in the fair value of derivative of $1,003,598 and a loss on the issuance of convertible debt of $138,127. Our losses were offset by a gain on the settlement of debt of $6,000, and a gain on conversion of debt of $38,444. Total other expense for the year ended March 31, 2022, was $438,788, consisting of $565,067 of interest expense, which includes $529,432 of debt discount amortization, a gain on the change in the fair value of derivative of $455,023, a loss on the issuance of convertible debt of $219,366, a loss on the settlement of debt of $5,647, and impairment expense of $107,000.
Net Loss
Net loss for the year ended March 31, 2023, was $1,750,349, in comparison to a net loss of $2,470,514 for the year ended March 31, 2022. The decrease to our net loss is attributed to the decrease of non-cash stock-based compensation expense.
| 6 |
LIQUIDITY AND CAPITAL RESOURCES
Cash flow used in Operating Activities.
We have not generated positive cash flows from operating activities. During the year ended March 31, 2023, the Company used $142,020 of cash for operating activities compared to $396,238 of cash for operating activities in the prior period.
Cash flow used in Investing Activities.
We had no cash flow from investing activity during the years ended March 31, 2023 and 2022.
Cash flow from Financing Activities
We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. During the year ended March 31, 2023, the Company received $150,000 of cash from financing activities. During the year ended March 31, 2022, the Company received $595,000 of cash from financing activities offset by payments of $300,000 to settle loans payable to related parties.
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a combination of our existing funds, advances from shareholders and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business); (ii) acquisition of assets; and (iii) sales and marketing expenses. We intend to finance these expenses with further issuances of securities and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
Critical Accounting Policies
Refer to Note 2 of our financial statements contained elsewhere in this Form 10-K for a summary of our critical accounting policies and recently adopted and issued accounting standards.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ALTAIR INTERNATIONAL CORP.
INDEX TO FINANCIAL STATEMENTS
| Report of Independent Registered Public Accounting Firm (PCAOB ID: |
9 |
| Consolidated Balance Sheets as of March 31, 2023 and 2022 | 10 |
| Consolidated Statements of Operations for the Years ended March 31, 2023 and 2022 | 11 |
| Consolidated Statements of Stockholders’ Deficit for the Years ended March 31, 2023 and 2022 | 12 |
| Consolidated Statements of Cash Flows for the Years ended March 31, 2023 and 2022 | 13 |
| Notes to the Consolidated Financial Statements | 14 |
| 8 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Altair International Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Altair International Corp. (“the Company”) as of March 31, 2023 and 2022, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended March 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2023 and 2022 and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has an accumulated deficit and net losses since inception. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.
|
We have served as the Company’s auditor since 2021. | |
| July 11, 2023 | |
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ALTAIR INTERNATIONAL CORP.
CONSOLIDATED BALANCE SHEETS
| March 31,
2023 | March 31,
2022 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid stock compensation | ||||||||
| Total Current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued compensation | ||||||||
| Loans payable | ||||||||
| Interest payable | ||||||||
| Convertible notes payable, net of debt discount of $91,100 and $129,180, respectively | ||||||||
| Derivative liability | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity (Deficit): | ||||||||
| Preferred Stock, $ par value, shares authorized, | ||||||||
| Common Stock, $ par value, shares authorized; and shares issued and outstanding, respectively | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders' Equity (Deficit) | ( | ) | ||||||
| Total Liabilities and Stockholders' Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 10 |
ALTAIR INTERNATIONAL CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
| For The Years Ended March 31, | ||||||||
| 2023 | 2022 | |||||||
| Operating Expenses: | ||||||||
| Mining exploration expense | $ | $ | ||||||
| Consulting | ||||||||
| Compensation – related party | ||||||||
| Director fees | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( |
) | ( |
) | ||||
| Other Income (Expense): | ||||||||
| Interest expense | ( |
) | ( |
) | ||||
| Impairment expense | ( |
) | ||||||
| Gain on conversion of debt | ||||||||
| Change in fair value derivative | ( |
) | ||||||
| Gain (loss) on settlement of debt | ( |
) | ||||||
| Loss on issuance of convertible debt | ( |
) | ( |
) | ||||
| Total other expense | ( |
) | ( |
) | ||||
| Loss before provision for income taxes | ( |
) | ( |
) | ||||
| Provision for income taxes | ||||||||
| Net Loss | $ | ( |
) | $ | ( |
) | ||
| Loss per share, basic and diluted | $ | ( |
) | $ | ( |
) | ||
| Weighted average shares outstanding, basic and diluted | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 11 |
ALTAIR INTERNATIONAL CORP.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE YEARS ENDED MARCH 31, 2023 AND 2022
| Common Stock | Additional Paid in | Common Stock To be | Accumulated | Total Stockholders' | ||||||||||||||||||||
| Shares | Amount | Capital | Issued | Deficit | (Deficit) | |||||||||||||||||||
| Balance, March 31, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Shares issued for debt | ||||||||||||||||||||||||
| Shares issued for services | ( | ) | ||||||||||||||||||||||
| Shares issued for services - related party | ||||||||||||||||||||||||
| Warrant expense | — | |||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance, March 31, 2022 | ( | ) | ||||||||||||||||||||||
| Shares issued for debt | ||||||||||||||||||||||||
| Shares issued for accounts payable – related party | ||||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance, March 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 12 |
ALTAIR INTERNATIONAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended March 31, | ||||||||
| 2023 | 2022 | |||||||
| CASH FLOW FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( |
$ | ( |
||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Debt discount expense | ||||||||
| Stock based compensation | ||||||||
| Stock based compensation – related party | ||||||||
| Impairment expense | ||||||||
| Gain on conversion of debt | ( |
( |
||||||
| Loss on issuance of convertible debt | ||||||||
| Gain on settlement of debt | ( |
|||||||
| Change in fair value of derivative | ( |
|||||||
| Changes in Operating Assets and Liabilities: | ||||||||
| Prepaids and deposits | ( |
|||||||
| Accounts payable | ( |
|||||||
| Accrued compensation | ||||||||
| Accrued interest | ||||||||
| Net Cash Used in Operating Activities | ( |
( |
||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | — | — | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from convertible notes payable | ||||||||
| Proceeds from notes payable | ||||||||
| Repayment of related party loan | ( |
) | ||||||
| Net Cash Provided by Financing Activities | ||||||||
| Net Change in Cash | ( |
|||||||
| Cash at Beginning of Period | ||||||||
| Cash at End of Period | $ | $ | ||||||
| Cash paid during the year for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Supplemental non-cash disclosure: | ||||||||
| Common stock issued for accounts payable – related party | $ | $ | ||||||
| Common stock issued for conversion of debt | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 13 |
ALTAIR INTERNATIONAL CORP.
Notes to the Consolidated Financial Statements
March 31, 2023
NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS
Organization and Description of Business
ALTAIR INTERNATIONAL CORP. (the “Company” “Altair”) was incorporated under the laws of the State of Nevada on December 20, 2012. The Company’s physical address is 322 North Shore Drive, Building 1B, Suite 200, Pittsburgh, PA 15212.
License and Royalty Agreement
On February 10, 2021, the Company entered into a License
and Royalty Agreement (the “License Agreement”) with St-Georges Eco-Mining Corp. (“SX”) and St-Georges Metallurgy
Corp. (“SXM”) under which Altair has received a perpetual, non-exclusive license from SX of its lithium extraction technology
for Altair to develop its lithium bearing prospects in the United States and SXM’s EV battery recycling technology for which Altair
has agreed to act as exclusive master agent to promote the licensing and deployment of the EV battery recycling technology in North America.
Altair has agreed to provide SX with a net revenue interest royalty on all metals and minerals extracted (the “Products”)
and sold from Altair’s mineral interests in the United States and SX has agreed to provide Altair with a 1% trailer fee on any royalty
received by SX from the licensing of the SX EV battery recycling technology to each licensee of the SX EV battery recycling technology
referred by Altair or Altair’s sub-agents. Altair will pay a royalty of 5% of the net revenue received by Altair for sales of Products
using the lithium extraction technology which decreases to 3% of the net revenue on all payments in excess of US $
The lithium extraction technology remains under development by SX and SXM.
EVLS
In August of 2021, the Company filed a patent application with the USPTO for its carbon nanotube/graphene based battery technology, which was comprised of 20 claims. In late November of 2021, we received a non-final rejection notice from the USPTO, citing a number of issues with the claims that would require amendment and/or modification. As we wish to submit a patent application with new ‘artwork,’ or technical drawings, we have decided to file a new patent application when feasible, as per USPTO policy an applicant cannot submit new artwork with an amended application. The technology remains viable, under further development, and, in our view, holds great potential to have a disruptive impact in the battery space.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.
Concentrations of Credit Risk
We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.
Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of March 31, 2023 and 2022.
| 14 |
Principles of Consolidation
The accompanying consolidated financial statements for the years ended March 31, 2023 and 2022, include the accounts of the Company and its wholly owned subsidiary, EV Lithium Solutions, Inc. All significant intercompany transactions have been eliminated in consolidation.
Mining Expenses
The Company records all mining exploration and evaluation costs as expenses in the period in which they are incurred.
Fair Value of Financial Instruments
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
| Level 1: | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. |
| Level 2: | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. |
| Level 3: | Pricing inputs that are generally unobservable inputs and not corroborated by market data. |
The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximate the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.
The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of:
March 31, 2023
| Description | Level 1 | Level 2 | Level 3 | |||||||||||
| Derivative | $ | $ | $ | |||||||||||
| Total | $ | $ | $ | |||||||||||
March 31, 2022
| Description | Level 1 | Level 2 | Level 3 | |||||||||||
| Derivative | $ | $ | $ | |||||||||||
| Total | $ | $ | $ | |||||||||||
Income taxes
The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.
| 15 |
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.
In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods.
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. As of March 31, 2023, the Company has approximately potentially dilutive shares of common stock from convertible notes payable and potentially dilutive shares of common stock from outstanding warrants. Diluted amounts are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share.
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 – GOING CONCERN
The Company’s financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit $ as of March 31, 2023. Further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from third parties and/or private placement of common stock. The financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.
NOTE 4 – ASSET PURCHASE
On March 19, 2021, the Company, through its newly
formed Nevada subsidiary, EV Lithium Solutions, Inc., entered into an Asset Purchase Agreement with CryptoSolar LTD, a company formed
under the laws of the United Kingdom, that has energy storage technology for a variety of industries, including electric vehicles, to
be used in place of traditional batteries that rely upon chemical reactions rather than an electric field for higher energy output and
a longer life than traditional batteries. Under the terms of the Asset Purchase Agreement, CryptoSolar received shares of Altair's
common stock at the closing of the transaction and will receive up to additional shares of common stock in connection with the
successful commercial development of the scaled-up EV battery prototype and
| 16 |
The shares issued were valued at $per share, the closing stock price on the date of grant, for total non-cash expense of $. On August 23, 2021, the Company issued another shares of common stock per the terms of the agreement. The shares issued were valued at $per share, the closing stock price on the date of grant, for total non-cash expense of $. The Company determined that it was unable to substantiate the actual fair value of the technology that was acquired so has chosen to impair the full amount of $as of the year ended March 31, 2021, and the $as of the year ended March 31, 2022.
NOTE 5 – CONVERTIBLE NOTES PAYABLE
A summary of the Company’s convertible notes as of March 31, 2023, is presented below:
| Note Holder | Date | Maturity Date | Interest | Balance | Additions | Conversions | Balance | |||||||||||||||||||
| | % | $ | $ | $ | ( | ) | $ | |||||||||||||||||||
| % | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||
| % | $ | $ | $ | ( |
) | $ | ||||||||||||||||||||
| % | $ | $ | $ | ( |
) | $ | ||||||||||||||||||||
| % | $ | $ | $ | $ | ||||||||||||||||||||||
| % | $ | $ | $ | ( |
) | $ | ||||||||||||||||||||
| % | $ | $ | $ | $ | ||||||||||||||||||||||
| |
% | $ | $ | $ | $ | |||||||||||||||||||||
| |
|
|
% | |
( |
) | ||||||||||||||||||||
| |
|
|
% | $ | $ | |
||||||||||||||||||||
| |
% | $ | |
$ | |
|||||||||||||||||||||
| |
% | $ | |
$ | |
|||||||||||||||||||||
| % | ||||||||||||||||||||||||||
| % | ||||||||||||||||||||||||||
| Total | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||
| Less Discount | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||
On January 25, 2023, EROP Enterprises LLC, agreed to extend the convertible promissory notes dated January 25, 2022 and March 7, 2022 by one additional year.
Total accrued interest on the above Notes as of March
31, 2023 and 2022, is $
| (1) | On notice, the Note holder has the right to convert all or a portion of the outstanding balance of the Note into common shares of the Company at a rate of the lesser of (i)$0.10 or 70% of the lowest closing bid price of the common stock in the 5 days prior to conversion. | |
| (2) | On notice, the Note holder has the right to convert all or a portion of the outstanding balance of the Note into common shares of the Company at a rate of the lesser of (i)$0.04 or 70% of the lowest closing bid price of the common stock in the 5 days prior to conversion. | |
| (3) | On notice, the Note holder has the right to convert all or a portion of the outstanding balance of the Note into common shares of the Company at a rate of the lesser of (i)$0.02 or 70% of the lowest closing bid price of the common stock in the 5 days prior to conversion. | |
| (4) | On notice, the Note holder has the right to convert all or a portion of the outstanding balance of the Note into common shares of the Company at a rate of the lesser of (i)$0.015 or 80% of the lowest closing bid price of the common stock in the 5 days prior to conversion. | |
| (5) | On notice, the Note holder has the right to convert all or a portion of the outstanding balance of the Note into common shares of the Company at a rate of the lesser of (i)$0.015 or 70% of the lowest closing bid price of the common stock in the 5 days prior to conversion. | |
| 17 |
| (6) | On notice, the Note holder has the right to convert all or a portion of the outstanding balance of the Note into common shares of the Company at a rate of the lesser of (i)$0.07 or 70% of the lowest closing bid price of the common stock in the 5 days prior to conversion. |
A summary of the activity of the derivative liability for the notes above is as follows:
| Balance at March 31, 2021 | $ | 142,642 | ||
| Increase to derivative due to new issuances | ||||
| Decrease to derivative due to conversion/repayments | ( | ) | ||
| Derivative gain due to mark to market adjustment | ( | ) | ||
| Balance at March 31, 2022 | ||||
| Increase to derivative due to new issuances | ||||
| Decrease to derivative due to conversion/repayments | ( | ) | ||
| Derivative loss due to mark to market adjustment | ||||
| Balance at March 31, 2023 | $ |
A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy as of March 31, 2023 and 2022, is as follows:
| Inputs | March 31, 2023 | March 31, 2022 | ||||||
| Stock price | $ | $ | ||||||
| Conversion price | $ | $ | ||||||
| Volatility (annual) | % - | % | % - | % | ||||
| Risk-free rate | - | - | ||||||
| Dividend rate | ||||||||
| Years to maturity | - | - | ||||||
A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy at the time of conversion is as follows:
| Inputs | March 31, 2023 | March 31, 2022 | ||||||
| Stock price | $ | $ | – | |||||
| Conversion price | $ | $ | ||||||
| Volatility (annual) | % | % – | % | |||||
| Risk-free rate | % | % | ||||||
| Dividend rate | ||||||||
| Years to maturity | – | – | ||||||
The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management.
NOTE 6 – LOANS PAYABLE
A summary of the Company’s loans payable as of March 31, 2023 is presented below:
| Note Holder | Date | Maturity Date | Interest | Balance
| Additions | Repayments | Balance | |||||||||||||||||||
| % | $ | $ | $ | |||||||||||||||||||||||
| % | ( | ) | ||||||||||||||||||||||||
| % | ( | ) | ||||||||||||||||||||||||
| % | ( | ) | ||||||||||||||||||||||||
| % | ( | ) | ||||||||||||||||||||||||
| Total | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||
| 18 |
On July 19, 2022, the Company and Byron Hampton entered
into an agreement to convert the three outstanding notes due to Mr. Hampton for a total of $
On August 11, 2022, the Company issued a Non-Convertible
Promissory Note for $
Total accrued interest on the above notes payable
as of March 31, 2023 and 2022 was $
NOTE 7 – COMMON STOCK
Effective January 25, 2023, the Company
effectuated a
Shares Issued for Services
On April 6, 2022, shares of common stock were issued by the transfer agent that were disclosed as common stock to be issued of $, on March 31, 2021.
During the year ended March 31, 2022, the Company issued shares of common stock at $1.96 per share for total non-cash stock compensation of $.
During the year ended March 31, 2022, the Company issued shares of common stock at $3.00 per share for total non-cash stock compensation of $.
During the year ended March 31, 2022, the Company issued shares of common stock at $2.75 per share for total non-cash stock compensation of $.
During the year ended March 31, 2022, the Company issued shares of common stock at $2.25 per share for total non-cash stock compensation of $.
During the year ended March 31, 2022, the Company issued shares of common stock at $1.50 per share for total non-cash stock compensation of $.
Shares Issued for Conversion of Liabilities
During the year ended March 31, 2022, the Company issued shares of common stock at $3.00 per share for accounts payable due of $. A $ loss was recognized on the issuance.
During the year ended March 31, 2022, the Company issued shares of common stock at $2.00 per share for accounts payable due of $.
During the year ended March 31, 2022, the Company issued shares of common stock at $2.75 per share for accounts payable due of $. A $ gain was recognized on the issuance.
During the year ended March 31, 2022, the Company issued shares of common stock at $2.10 per share for settlement of accounts payable of $.
During the year ended March 31, 2022, the Company issued shares of common stock for conversion of $ and $ of principal and interest, respectively.
| 19 |
During the year ended March 31, 2023, EROP Enterprises
LLC converted $
On July 22, 2022, Mr. Hampton converted the note payable
of $
Refer to Note 9 for shares issued to related parties.
NOTE 8 – WARRANTS
On October 15, 2020, the Company entered into a service
agreement with a third party for a term of six months. Per the terms of the agreement the party was granted
A summary of the status of the Company’s outstanding stock warrants and changes during the year is presented below:
| Number of Warrants | Weighted
Average Price | Weighted
Average Fair Value | Aggregate Intrinsic Value | |||||||||||||||
| Outstanding, March 31, 2021 | $ | $ | $ | |||||||||||||||
| Issued | $ | $ | — | |||||||||||||||
| Exercised | $ | $ | — | |||||||||||||||
| Expired | $ | $ | — | |||||||||||||||
| Outstanding, March 31, 2022 | $ | $ | $ | |||||||||||||||
| Issued | $ | $ | — | |||||||||||||||
| Exercised | $ | $ | — | |||||||||||||||
| Expired | $ | $ | — | |||||||||||||||
| Exercisable, March 31, 2023 | $ | $ | $ | |||||||||||||||
| Range of Exercise Prices | Number Outstanding 3/31/2023 | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | |||||||||||
| $ | years | $ | ||||||||||||
The aggregate intrinsic value represents the total pretax intrinsic value, based on warrants with an exercise price less than the Company’s stock price as of March 31, 2023, which would have been received by the warrant holder had the warrant holder exercised their warrants as of that date.
NOTE 9 – RELATED PARTY TRANSACTIONS
During the year ended March 31, 2023 and 2022, the
Company paid Mr. Leonard Lovallo $
On January 8, 2022, the Company renewed and extended
its contract with its CEO for a term of one year. As a signing bonus, Mr. Lovallo was granted shares of the Company’s common
stock. The shares were valued at $, for total expense of $
On December 22, 2022, Ramzi Khoury, Director, converted
$
| 20 |
NOTE 10 – INCOME TAX
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate is 21%.
The provision for Federal income tax consists of the following March 31:
| 2023 | 2022 | |||||||
| Federal income tax benefit attributable to: | ||||||||
| Current Operations | $ | $ | ||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Net provision for Federal income taxes | $ | $ | ||||||
The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:
| 2023 | 2022 | |||||||
| Deferred tax asset attributable to: | ||||||||
| Net operating loss carryover | $ | $ | ||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax asset | $ | $ | ||||||
At March 31, 2023, the Company had net operating loss
carry forwards of approximately $
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.
ASC Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.
The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of March 31, 2023, the Company had no accrued interest or penalties related to uncertain tax positions.
NOTE 11 – SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements other than the following.
On June 14, 2023, the Company issued a Convertible
Promissory Note to EROP Enterprises LLC, for $
| 21 |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES.
Management’s Report Disclosure Controls and Procedures
During the fourth quarter of the year ended March 31, 2023 out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were ineffective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the required time periods specified in the Commission’s rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Our principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. In addition, we engaged accounting consultants to assist in the preparation of our financial statements. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.
Management’s Report on Internal Control over Financial Reporting
Internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is a process designed by, or under the supervision of, our principal executive and principal financial officers, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The management is responsible for establishing and maintaining adequate internal control over our financial reporting. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting using the Internal Control – Integrated Framework (2013) developed by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our internal control over financial reporting was not effective as of March 31, 2023.
We are aware of the following material weaknesses in internal control that could adversely affect the Company’s ability to record, process, summarize and report financial data:
| • | Due to our size and limited resources, we currently do not employ the appropriate accounting personnel to ensure (a) we maintain proper segregation of duties, (b) that all transactions are entered timely and accurately, and (c) we properly account for complex or unusual transactions |
| • | Due to our size and scope of operations, we currently do not have an independent audit committee in place |
| • | Due to our size and limited resources, we have not properly documented a complete assessment of the effectiveness of the design and operation of our internal control over financial reporting. |
| 22 |
Inherent limitations on effectiveness of controls
Internal control over financial reporting has inherent limitations, which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process, which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control and Financial Reporting
There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of March 31, 2023, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Directors and Executive Officers
The names of our director and executive officers as of March 31, 2023, their ages, positions, and biographies are set forth below. Our executive officers are appointed by, and serve at the discretion of, our board of directors.
| Name and Address of Executive Officer and/or Director | Age | Position |
|
Leonard Lovallo 322 North Shore Dr, Bldg 1B, Pittsburgh, PA 15212 |
42 | CEO and Director |
|
Ramzi Khoury 6501 E Greenway Pkwy #103-412 Scottsdale, AZ 85254 |
66 | Independent Director |
| 23 |
Leonard Lovallo
On May 5, 2020, the Board of Directors appointed Leonard Lovallo as a new independent member of the Board. On August 31, 2020, the Board of Directors appointed Mr. Lovallo as the new CEO.
Mr. Lovallo, is Managing Member of Millennial Investments, LLC, a consulting firm that he controls, through which he has, since 2014, assisted public and private companies in the areas of mergers, acquisitions, debt restructuring, equity investments and corporate governance. Mr. Lovallo graduated from the State University of New York (Buffalo) with a BA in psychology. The Company believes that the business experience of Mr. Lovallo with the growth and financial structuring of public and private companies qualifies him to be a valuable member of the Board.
Ramzi Khoury
On February 8, 2021, the Board of Directors of the registrant appointed Ramzi Khoury, as a member of the Board of Directors of the Company to fill a vacancy on its Board of Directors. Since 2011, Ramzi Khoury has served as CEO of Forinstrats Limited, a company formed under the laws of the United Kingdom. Prior to this Mr. Khoury has been employed with a number of multinational companies, including Hampton International in London; Gillette International in Boston, and MBM-Kellogg Brown & Root, Oil & Gas Division, in Abu Dhabi. Mr. Khoury graduated from American University of Beirut with a BBA in Business Administration. In connection with his being appointed as a member of the Board of Directors of the registrant. Altair International believes that Mr. Khoury’s international business experience makes him qualified to be a member of its Board of Directors.
Indemnification of Directors and Officers
Our Articles of Incorporation and Bylaws both provide for the indemnification of our officers and directors, to the fullest extent, permitted by Nevada law.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and persons who own more than ten percent of our common stock, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock. Officers, directors and ten-percent or greater beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based upon a review of those forms and representations regarding the need for filing for the year ended March 31, 2023, we believe all necessary forms have been filed.
Involvement in Certain Legal Proceedings
Our directors and executive officers have not been personally involved in any of the following events during the past ten years:
| • | any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; |
| • | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| • | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities; |
| • | being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
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| • | being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; |
| • | being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Audit Committee
We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations at the present time, we believe the services of a financial expert are not warranted.
ITEM 11. EXECUTIVE COMPENSATION
The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal periods ended March 31, 2023 and 2022.
SUMMARY COMPENSATION TABLE
The following table provides information as to cash compensation of all executive officers of the Company, for each of the Company’s last two fiscal years.
| Nonqualified | ||||||||||||||||||||||||||||||
| Non-Equity | Deferred | |||||||||||||||||||||||||||||
| Stock | Option | Incentive Plan | Compensation | All Other | ||||||||||||||||||||||||||
| Name and | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Total | ||||||||||||||||||||||
| principal position | Year | ($) (1) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||||||
| Leonard Lovallo | 2023 | $ | 34,000 | $ | 0 | $ | 270,000 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 304,000 | |||||||||||||
| CEO and Director | 2022 | 40,000 | $ | 0 | $ | 90,000 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 130,000 |
| (1) | Represents actual amounts paid. |
Outstanding Equity Awards at Fiscal Year End. There were no outstanding equity awards as of March 31, 2023.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table provides certain information regarding the ownership of our common stock, as of the date of the filing of this annual report by:
| • | each of our executive officers; |
| • | each director; |
| • | each person known to us to own more than 5% of our outstanding common stock; and |
| • | all of our executive officers and directors and as a group. |
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Officers and Directors Title of Class |
Name and Address of Beneficial Owner | Common Shares |
Percentage |
| Common Stock | Leonard Lovallo 322 North Shore Dr, Bldg 1B, Pittsburgh, PA 15212 |
1,440,000 | 5.8% |
| Common Stock | Ramzi Khoury 11 Rue Jean Jaures Creteil, France 94000 |
150,000 | 0.6% |
| All Officers and Directors as a Group (2 persons) | 1,590,000 | 6.40% | |
| 5% Beneficial Owners | |||
| Common Stock | Fourth Street Fund, LP 4047 St Georges Ct. Duluth, GA 30096 |
5,671,722 | 23.0% |
| Common Stock | Saeb Jannoun 3005 Hoedt Rd Tampa, FL 33618 |
178,314 | 0.7% |
| All Other Beneficial Owners as a Group (2 persons) | 5,850,036 | 23.7% | |
The percentage of class is based on 24,692,449 shares of common stock issued and outstanding as of the date of this annual report.
ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
During the year ended March 31, 2023 and 2022, the Company paid Mr. Leonard Lovallo $34,000 and $40,000 for his role as Chief Executive Office and President of the Company. As of March 31, 2023 and 2022, the Company has accrued $18,000 and $4,000 of compensation due to Mr. Lovallo, respectively.
On January 8, 2022, the Company renewed and extended its contract with its CEO for a term of one year. As a signing bonus, Mr. Lovallo was granted 400,000 shares of the Company’s common stock. The shares were valued at $0.90, for total expense of $360,000, which was amortized over the one-year term. Mr. Lovallo’s contract was extended for another year on January 1, 2023.
On December 22, 2022, Ramzi Khoury, Director, converted $22,500 due to him into 70,000 shares of common stock. As of March 31, 2023, the Company owes Mr. Khoury $7,500 for director fees.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
The aggregate fees billed for professional services rendered by our auditor Fruci & Associates II, PLLC for the audit and review of our financial statements for the fiscal years ended March 31, 2023 and 2022 amounted to $24,000 and $15,000, respectively.
Audit-Related Fees
During the fiscal years ended March 31, 2023 and 2022 our principal accountant rendered assurance and related services reasonably related to the performance of the audit or review of our financial statements in the amount of $0 and $0, respectively.
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Tax Fees
The aggregate fees billed for professional services rendered by our principal accountant for the tax compliance for the years ended March 31, 2023 and 2022 was $0.
All Other Fees
During the fiscal years ended March 31, 2023 and 2022, there were no fees billed for products and services provided by the principal accountant other than those set forth above.
ITEM 15. EXHIBITS
The following exhibits are filed as part of this Annual Report.
Exhibits:
| Number | Description |
| 31.1 | Certification of Chief Executive Officer and Principal Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant Section 302 of the Sarbanes Oxley Act of 2002 |
| 32.1 | Certification of Chief Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101.INS | Inline XBRL Instance Document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
Item 16. FORM 10-K SUMMARY
Not applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
ALTAIR INTERNATIONAL CORP.
Dated: July 11, 2023
By: /s/ Leonard Lovallo
Leonard Lovallo
President, CEO and Director
27
EXHIBIT 31.1
CERTIFICATION
I, Leonard Lovallo, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of Altair International Corp. (the “Company”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented ire this report; |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
| 5. | I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
Date: July 11, 2023
| /s/ Leonard Lovallo | ||
| Leonard Lovallo | ||
| Chief Executive Officer and Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Altair International Corp. (the “Company”) on Form 10-K for the year ended March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Leonard Lovallo, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: July 11, 2023 | /s/ Leonard Lovallo | |
| Leonard Lovallo | ||
| Chief Executive Officer |