Premier Air Charter Holdings Inc 10-Q, filed Feb 14, 2024
Premier Air Charter Holdings Inc. (PREM)
About this 10-Q
Premier Air Charter Holdings Inc filed this 10-Q on February 14, 2024, covering the quarter ended December 31, 2023.
Headline figures
Quarter ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net income
- $86.16K
- compared with a net loss of $145.77K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
QUARTERLY 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 Number: ___________________________________________________________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of Incorporation) | Identification Number) | |
| (Address of principal executive offices) | (Zip Code) | |
| ( |
||
| (Registrant's Telephone Number) | ||
Indicate by check mark whether the issuer (1) filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such filings).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.☐
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
As of February 14, 2024, there were shares of the registrant’s $0.001 par value common stock issued and outstanding.
TABLE OF CONTENTS
| Page No. | ||
| PART I - FINANCIAL INFORMATION | ||
| Item 1. | Unaudited Financial Statements | 3 |
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 13 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 15 |
| Item 4. | Controls and Procedures | 15 |
| PART II - OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 17 |
| Item1A. | Risk Factors | 17 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 17 |
| Item 3. | Defaults Upon Senior Securities | 17 |
| Item 4. | Mine Safety Disclosures | 17 |
| Item 5. | Other Information | 17 |
| Item 6. | Exhibits | 17 |
| Signatures | 18 |
PART I - FINANCIAL INFORMATION
ITEM 1. UNAUDITED FINANCIAL STATEMENTS
ALTAIR INTERNATIONAL CORP.
INDEX TO FINANCIAL STATEMENTS
| Consolidated Balance Sheets as of December 31, 2023 (unaudited) and March 31, 2023 | 4 |
| Consolidated Statements of Operations for the Three and Nine Months ended December 31, 2023 and 2022 (unaudited) | 5 |
| Consolidated Statement of Stockholders’ Equity (Deficit) for the Three and Nine Months ended December 31, 2023 and 2022 (unaudited) | 6 |
| Consolidated Statements of Cash Flows for the Nine Months ended December 31, 2023 and 2022 (unaudited) | 7 |
| Notes to the Unaudited Consolidated Financial Statements | 8 |
| 3 |
ALTAIR INTERNATIONAL CORP.
CONSOLIDATED BALANCE SHEETS
| December 31, 2023 | March 31, 2023 | |||||||
| ASSETS | (unaudited) | |||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid | ||||||||
| Prepaid stock compensation | ||||||||
| Total Current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued compensation | ||||||||
| Loans payable | ||||||||
| Interest payable | ||||||||
| Due to a related party | ||||||||
| Convertible notes payable, net of debt discount of $17,710 and $129,180, respectively | ||||||||
| Derivative liability | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity (Deficit): | ||||||||
| Preferred Stock, $ par value, shares authorized, shares issued | ||||||||
| 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 unaudited consolidated financial statements.
| 4 |
ALTAIR INTERNATIONAL CORP.
CONSOLIDATED STATEMENTS
OF OPERATIONS
(Unaudited)
| For The Three Months Ended December 31, | For The Nine Months Ended December 31, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Operating Expenses: | ||||||||||||||||
| Compensation - related party | $ | $ | $ | $ | ||||||||||||
| Director fees | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Income (Expense): | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gain on conversion of debt | ||||||||||||||||
| Change in fair value | ( | ) | ||||||||||||||
| Loss on issuance of convertible debt | ( | ) | ( | ) | ( | ) | ||||||||||
| Total other income (expense) | ( | ) | ( | ) | ||||||||||||
| Income (loss) before provision for income taxes | ( | ) | ( | ) | ( | ) | ||||||||||
| Provision for income taxes | ||||||||||||||||
| Net Income (Loss) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Income (loss) per share, basic and diluted | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Weighted average shares outstanding, basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 5 |
ALTAIR INTERNATIONAL CORP.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2023 AND 2022
(Unaudited)
| Common Stock | Additional Paid in | Common Stock To be | Accumulated | Total Stockholders' | ||||||||||||||||||||
| Shares | Amount | Capital | Issued | Deficit | (Deficit) | |||||||||||||||||||
| Balance, March 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance, June 30, 2023 | ( | ) | ( | ) | ||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance, September 30, 2023 | ( | ) | ( | ) | ||||||||||||||||||||
| Shares issued for debt | ||||||||||||||||||||||||
| Net income | — | |||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Common Stock | Additional Paid in | Accumulated | Total Stockholders' Equity | |||||||||||||||||
| Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||
| Balance, March 31, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Shares issued for debt | ||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance, June 30, 2022 | ( | ) | ( | ) | ||||||||||||||||
| Shares issued for debt | ||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance, September 30, 2022 | ( | ) | ( | ) | ||||||||||||||||
| Shares issued for debt | ||||||||||||||||||||
| Shares issued for payable – related party | ||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 6 |
ALTAIR INTERNATIONAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the
Nine Months Ended December 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 | ||||||||
| Gain on conversion of debt | ( | ) | ( | ) | ||||
| Loss on issuance of convertible debt | ||||||||
| Change in fair value of derivative | ( | ) | ||||||
| Changes in Operating Assets and Liabilities: | ||||||||
| Prepaid | 3,990 | — | ||||||
| Accounts payable | ||||||||
| Accrued compensation | ||||||||
| Due to a related party | ||||||||
| 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 | ||||||||
| 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 conversion of debt | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 7 |
ALTAIR INTERNATIONAL CORP.
Notes to the Unaudited Consolidated Financial Statements
December 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 $8,000,000 of production on an annualized basis.
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 unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the nine month period ending December 31, 2023, and not necessarily indicative of the results to be expected for the full year ending March 31, 2024. These unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2023.
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.
| 8 |
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 December 31, 2023 and March 31, 2023.
Principles of Consolidation
The accompanying consolidated financial statements for the nine months ended December 31, 2023, 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:
December 31, 2023
| Description | Level 1 | Level 2 | Level 3 | |||||||||||
| Derivative | $ | $ | $ | |||||||||||
| Total | $ | $ | $ | |||||||||||
March 31, 2023
| Description | Level 1 | Level 2 | Level 3 | |||||||||||
| Derivative | $ | $ | $ | |||||||||||
| Total | $ | $ | $ | |||||||||||
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.
| 9 |
NOTE 3 – GOING CONCERN
The Company’s unaudited consolidated 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 of $ as of December 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 – CONVERTIBLE NOTES PAYABLE
A summary of the Company’s convertible notes as of December 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.
| 10 |
Total accrued interest on the above Notes as of December
31, 2023 and March 31, 2023, is $
| (1) | On December 5, 2023, the note holders agreed to change the conversion rate to $0.02. | |
| (2) | Converts at $0.015 per share. |
A summary of the activity of the derivative liability for the notes above is as follows:
| Balance at March 31, 2023 | $ | |||
| Increase to derivative due to new issuances | ||||
| Decrease to derivative due to conversion/repayments | ( | ) | ||
| Derivative loss due to mark to market adjustment | ||||
| Eliminate derivative for change of conversion feature | ( | ) | ||
| Balance at December 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 December 31, 2023 and March 31, 2023, is as follows:
| Inputs | December 31, 2023 | March 31, 2023 | ||||||
| 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 | December 31, 2023 | March 31, 2023 | ||||||
| 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.
| 11 |
NOTE 5 – LOAN PAYABLE
A summary of the Company’s loans payable as of December 31, 2023, is presented below:
| Note Holder | Date | Maturity Date | Interest | Balance
| Additions | Repayments | Balance | |||||||||||||||||||
| % | $ | $ | $ | |||||||||||||||||||||||
NOTE 6 – COMMON STOCK
Effective January 25, 2023, the Company effectuated
a
On October 25, 2023, EROP Enterprises LLC converted $8,217 and $623, of principal and interest, respectively, into 325,000 shares of common stock.
NOTE 7 – 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, 2023 | $ | $ | $ | |||||||||||||||
| Issued | $ | $ | — | |||||||||||||||
| Exercised | $ | $ | — | |||||||||||||||
| Expired | ( | ) | $ | $ | — | |||||||||||||
| Exercisable, December 31, 2023 | $ | $ | $ | |||||||||||||||
NOTE 8 – RELATED PARTY TRANSACTIONS
During the nine months ended December 31, 2023 and
2022, the Company paid Mr. Leonard Lovallo $
In addition, as of December 31, 2023, the Company
owes Mr. 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 $
As of December 31, 2023 and March 31, 2023, the Company
owes Ramzi Khoury $
NOTE 9 – 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 has the following material subsequent events to disclose in these financial statements.
On January 29, 2024, Thirty05 converted $25,000 and $2,772 of principal and interest, respectively, into 1,455,572 shares of common stock.
On February 5, 2024, EROP converted $11,783 and $997 of principal and interest, respectively, into 638,987 shares of common stock.
On February 6, 2024, the Company issued 1,840,000 shares of common stock to Mr. Lovallo in exchange for conversion of all amounts due to Mr. Lovallo through March 31, 2024.
On February 6, 2024, the Company issued 1,123,334 shares of common stock to Mr. Khoury in exchange for conversion of all amounts due to Mr. Khoury through March 31, 2024.
| 12 |
| ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION |
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Our Business
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.
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.
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.
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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. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from third parties and\or private placements of common stock. No assurance can be given that such funds will be available.
Results of operations for the three months ended December 31, 2023 compared to the three months ended December 31, 2022.
Revenues
The Company has not recognized any revenue to date.
Compensation expense – related party, for the three months ended December 31, 2023, was $12,000 compared to $102,000 for the three months ended December 31, 2022. The Company incurs compensation expense for its CEO. In the prior period we recognized $102,000 of stock compensation expense from shares issued for services.
Director fees, for the three months ended December 31, 2023, was $7,500 compared to $10,000 for the three months ended December 31, 2022. In the prior period we recognized $2,500 of stock compensation expense from shares issued.
General and administrative expenses, for the three months ended December 31, 2023, were $15,427 compared to $29,159 for the three months ended December 31, 2022, a decrease of $13,732 or 47.1%. The decrease is mainly attributed to a $12,000 decrease in expense for outside services.
Other Expense
Total other income for the three months ended December 31, 2023, was $121,083, consisting of $36,251 of interest expense, which includes $31,881 of debt discount amortization, a gain for the change in fair value of derivatives of $153,332 and a gain on conversion of debt of $4,002. Total other expense for the three months ended December 31, 2022, was $4,609, consisting of $22,988 of interest expense, which includes $20,331 of debt discount amortization and a loss on the issuance of convertible debt of $1,630. We had a gain on the change in the fair value of derivative of $11,692 and a gain on conversion of debt of $8,317.
Net Income (Loss)
We had net income for the three months ended December 31, 2023, of $86,156 in comparison to a net loss of $145,768 for the three months ended December 31, 2022. The change from the net loss to net income is attributed to the gain we had from the change in fair value of the derivatives.
Results of operations for the nine months ended December 31, 2023 compared to the nine months ended December 31, 2022.
Revenues
The Company has not recognized any revenue to date.
Compensation expense – related party, for the nine months ended December 31, 2023, was $36,000 compared to $306,000 for the nine months ended December 31, 2022. The Company incurs compensation expense for its CEO. In the prior period we recognized $270,000 of stock compensation expense from shares issued for services.
Director fees, for the nine months ended December 31, 2023, was $22,500 compared to $25,000 for the nine months ended December 31 2022. In the prior period we recognized $2,500 of stock compensation expense from shares issued.
General and administrative expenses, for the nine months ended December 31, 2023, were $69,793 compared to $117,399 for the nine months ended December 31, 2022, a decrease of $47,606 or 40.6%. The decrease is mainly attributed to a $40,000 decrease in expense for outside services and $6,236 decrease in travel expense.
Other Expense
Total other income for the nine months ended December 31, 2023, was $3,415, consisting of $109,784 of interest expense, which includes $98,390 of debt discount amortization, a loss on the issuance of convertible debt of $10,872, a gain for the change in fair value of derivatives of $120,069 and a gain on conversion of debt of $4,002. Total other expense for the nine months ended December 31, 2022, was $216,282, consisting of $159,291 of interest expense, which includes $149,958 of debt discount amortization, a loss on the change in the fair value of derivative of $87,352, a loss on the issuance of convertible debt of $7,779 and a gain on conversion of debt of $38,140.
Net Loss
Net loss for the nine months ended December 31, 2023, was $124,878 in comparison to a net loss of $664,681 for the nine months ended December 31, 2022. The decrease in our net loss is largely attributed to the decrease in operating expense from the decrease to compensation expense and the decrease to our other expenses.
Liquidity and Capital Resources
Cash flow used in Operating Activities.
We have not generated positive cash flows from operating activities. During the nine months ended December 31, 2023, the Company used $83,803 of cash for operating activities compared to $115,399 of cash for operating activities in the prior period.
Cash flow from Financing Activities
We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. During the nine months ended December 31, 2023, the Company received $67,500 of cash from the issuance of a new convertible note. In the prior period we received $70,000 of cash from the issuance of a convertible note and $50,000 from other notes payable.
Going Concern
We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Future Financings
We will continue to rely on equity sales of our common shares or debt financing arrangements in order to continue to fund our business operations. Issuance of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.
Critical Accounting Policies
Refer to our Form 10-K for the year ended March 31, 2023, for a full discussion of our critical accounting policies.
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| ITEM 3. | 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.
| ITEM 4. | Controls and Procedures |
Management’s Report Disclosure Controls and Procedures
During the quarter ended December 31, 2023, we carried 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.
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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 December 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. |
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 over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the quarter ended December 31, 2023, that have materially or are reasonably likely to materially affect our internal controls over financial reporting.
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PART II - OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS |
We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
| ITEM 1A. | RISK FACTORS |
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
| ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
None.
| ITEM 3. | Defaults Upon Senior Securities |
None.
| ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
| ITEM 5. | OTHER INFORMATION |
None.
| ITEM 6. | EXHIBITS |
|
Exhibit Number |
Description of Exhibit | Filing |
| 3.01 | Articles of Incorporation | Filed with the SEC on July 29, 2013 as part of our Registration Statement on Form S-1. |
| 3.02 | Bylaws | Filed with the SEC on July 29, 2013 as part of our Registration Statement on Form S-1. |
| 31.01 | CEO and CFO Certification Pursuant to Rule 13a-14 | Filed herewith. |
| 32.01 | CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act | Filed herewith. |
| 101.INS* | Inline XBRL Instance Document | Filed herewith. |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | Filed herewith. |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith. |
| 101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document | Filed herewith. |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith. |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ALTAIR INTERNATIONAL CORP.
Dated: February 14, 2024
/s/ Leonard Lovallo
By: Leonard Lovallo
Its: President, CEO and Director
18
EXHIBIT 31.1
CERTIFICATION
I, Leonard Lovallo, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q 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: February 14, 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 Quarterly Report of Altair International Corp. (the “Company”) on Form 10-Q for the period ended December 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: February 14, 2023 | /s/ Leonard Lovallo | |
| Leonard Lovallo | ||
| Chief Executive Officer | ||