Premier Air Charter Holdings Inc 10-Q for FY2025 Q1
Premier Air Charter Holdings Inc. (PREM)
About this 10-Q
Premier Air Charter Holdings Inc filed this 10-Q on May 15, 2025, covering the quarter ended March 31, 2025 (FY2025 Q1).
Headline figures
Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $5.88M
- down 0.2% from $5.89M a year earlier
- Net loss
- $1.22M
- compared with net income of $52.92K a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the quarterly period ended
For the transition period from __________ to __________
(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 ☐ No
At May 6, 2025, 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 | 4 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 24 |
| Item 4. | Controls and Procedures | 24 |
| PART II - OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 25 |
| Item1A. | Risk Factors | 25 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 25 |
| Item 3. | Defaults Upon Senior Securities | 25 |
| Item 4. | Mine Safety Disclosures | 25 |
| Item 5. | Other Information | 25 |
| Item 6. | Exhibits | 26 |
| Signatures | 27 |
| 2 |
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements.” When contained in this Report, the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside our management’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. These forward-looking statements are based on information available as of the date and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors discussed from time to time in this Report, including the risks described under Item 2 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Report and in other documents which we file with the Securities and Exchange Commission (“SEC”). In addition, such statements could be affected by risks and uncertainties related to:
| · | the ability to implement business plans, forecasts, and other expectations and identify and realize additional opportunities; | |
| · | our results of operations and financial condition; | |
| · | costs related to being a public company; | |
| · | limited liquidity and trading of our securities; | |
| · | that the price of our securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industry in which we operate, variations in operating performance across competitors, changes in laws and regulations affecting our business and any changes in our capital structure; | |
| · | the risk of downturns in the aviation industry, including due to increases in fuel costs in light of the war in Ukraine, the Israel and Hamas conflict in Gaza and other global political and economic issues; | |
| · | a changing regulatory landscape in the highly competitive aviation industry; | |
| · | risks associated with the overall economy, including recent and expected future increases in interest rates and the potential for recession; and | |
| · | other risks and uncertainties set forth in our filings entitled “Risk Factors” including in our Annual Report on Form 10-K. |
Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward- looking
| 3 |
PART I - FINANCIAL INFORMATION
| ITEM 1. | FINANCIAL STATEMENTS |
ALTAIR INTERNATIONAL CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net allowance of $ | ||||||||
| Other receivables | ||||||||
| Due from related parties, current portion | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Right of use assets - operating | ||||||||
| Right of use assets - financing | ||||||||
| Investment - related party | ||||||||
| Maintenance reserves | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholder’s Deficit | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Long-term debt, current portion | ||||||||
| Deferred revenue | ||||||||
| Due to related parties | ||||||||
| Right of use liabilities - operating | ||||||||
| Right of use liabilities - financing | ||||||||
| Long-term debt, related parties, current portion | ||||||||
| Total current liabilities | ||||||||
| Right of use liabilities - operating, net of current portion | ||||||||
| Right of use liabilities - financing, net of current portion | ||||||||
| Long-term debt, net of current portion | ||||||||
| Long-term debt, related parties, net of current portion | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 7) | ||||||||
| Stockholders’ Deficit | ||||||||
| Preferred stock: par value $; shares authorized; shares issued and outstanding | ||||||||
| Common stock: par value $; shares authorized; and issued and outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and total stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| 4 |
ALTAIR INTERNATIONAL CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | $ | $ | ||||||
| Cost of sales | ||||||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| Payroll and related expenses | ||||||||
| Selling, general and administrative | ||||||||
| Total operating expenses | ||||||||
| Income (loss) from operations | ( | ) | ||||||
| Other (income) expense, net | ||||||||
| Interest expense | ||||||||
| Other | ||||||||
| Other expense (income), net | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Net loss per basic and diluted | $ | ) | $ | |||||
| Weighted average number of common shares outstanding, basic and diluted | ||||||||
The accompanying notes are an integral part of these financial statements.
| 5 |
ALTAIR INTERNATIONAL CORP.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
(UNAUDITED)
| Common Stock | Additional Paid-in | Retained | Total Stockholder's Equity | |||||||||||||||||
| Shares | Amount | Capital | Earnings | (Deficit) | ||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | ||||||||||||||||
| Net income | – | |||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | ||||||||||||||||
| Common Stock | Additional Paid-in | Retained | Total Stockholder's Equity | |||||||||||||||||
| Shares | Amount | Capital | Earnings | (Deficit) | ||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Acquisition of Premier Air Charter Inc. | ( | ) | ||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these financial statements.
| 6 |
ALTAIR INTERNATIONAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
| Depreciation | ||||||||
| Impairment on investment in related party | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Other receivables | ( | ) | ||||||
| Due from/to related parties | ||||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Accounts payable and accrued expenses | ||||||||
| Deferred revenue | ( | ) | ||||||
| Net cash provided by operating activities | ||||||||
| Cash flows from investing activities | ||||||||
| Acquisition of property and equipment | ( | ) | ||||||
| Purchase of engine reserves | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| Cash flows from financing activities | ||||||||
| Payments on financing lease obligations | ( | ) | ||||||
| Repayments of long-term debt | ( | ) | ||||||
| Repayments of long-term debt, related parties | ( | ) | ||||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Net change in cash | ( | ) | ||||||
| Cash at beginning of period | ||||||||
| Cash at end of the period | $ | $ | ||||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid during the year for: | ||||||||
| Interest | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| 7 |
ALTAIR INTERNATIONAL CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Organization and Business
Formation and Business of the Company
Altair International Corp., formerly Premier Air Charter, LLC, (“Premier”) was acquired by Tipp Aviation, LLC (“Tipp Aviation” or “Tipp”)
on July 1, 2019 (acquisition date). Premier was a
Premier is a San Diego-based jet charter company that provides private charter flights, aircraft management services, and aircraft maintenance. The Premier has its registered office address at 2006 Palomar Airport Road, Suite 210, Carlsbad, CA 92011, which is also the principal place of business.
On February 16, 2024, Premier converted to a C-Corporation whereby the membership units outstanding at Premier Air Charter, LLC were exchanged for shares of the Company’s no par value common stock.
Altair Merger Agreement
On February 16, 2024, Altair International Corp. (“Altair”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) among Premier Air Charter, Inc. (“Premier”), Premier Air Charter Merger Sub, Inc. (“Merger Sub”) and TIPP Aviation, LLC, the sole shareholder of Premier (“TIPP”). Under the terms of the Merger Agreement, Altair will exchange 85% of its shares of common stock for all issued and outstanding shares of Premier common stock and Merger Sub will be merged into Premier (the “Merger”). The officers and directors of Premier are now the officers and directors of Altair following the Merger. On March 5, 2025, the Altair, Premier, Merger Sub and TIPP entered into an Amended Merger Agreement amending various procedural items of the Merger Agreement (the “Amended Merger Agreement”). On March 11, 2025, the Merger closed whereby Merger Sub merged with and into Premier with Merger Sub ceasing to exist, Premier becoming a wholly owned subsidiary of Altair and Altair issuing TIPP 237,871,049 shares of common stock. The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368 of the Internal Revenue Code of 1986, as amended.
Following the Closing, Premier was deemed the accounting predecessor of the Merger and will be the successor registrant for SEC purposes, meaning that Premier’s financial statements for previous periods, include the financial statements included herein, will be disclosed in this and future periodic reports filed with the SEC.
The Merger was accounted for as a reverse recapitalization.
Under this method of accounting, Altair is treated as the acquired company for financial statement reporting purposes. These financial
statements reflect the operations of Premier for all periods presented and the operations of Altair from the March 11, 2025 to March 31,
2025. In addition, these financial statements capture the capital structure of Altair and reflect only the common shares issued
to the former Premier shareholder as being outstanding from the inception of Premier. The
| 8 |
ALTAIR INTERNATIONAL CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Unaudited proforma financial statements of Altair and Premier had the acquisition taken place on January 1, 2024 are as follows:
| Schedule of proforma information | ||||||||
| Three months ended March 31,: | 2025 | 2024 | ||||||
| (unaudited) | (unaudited) | |||||||
| Revenues | $ | $ | ||||||
| Net (loss) gain | $ | ( | ) | $ | ( | ) | ||
| Loss per share -basic and diluted | $ | ) | $ | ) | ||||
At December 31, 2024, there were no significant assets or liabilities of Altair, accordingly, a proforma balance sheet is not presented.
Going Concern and Liquidity
The Company’s financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, the realization of assets, and liquidation of liabilities in the normal course of business. During the most recent calendar year and for the three months ended March 31, 2025, the Company has incurred a net loss.
There can be no assurance that the Company will be
successful in obtaining additional funding, or that the Company’s projections of its future working capital needs will prove accurate,
or that any additional funding will be sufficient to continue operations in future years. In addition, support of the Company’s
operations is dependent on receiving support from related parties which primarily consists of financial support for revenue and operating
expenses. As of March 31, 2025, the Company owes $
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 three months ended March 31, 2025, and not necessarily indicative of the results to be expected for the full year ending December 31, 2025. 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-KT for the year ended December 31, 2024.
| 9 |
ALTAIR INTERNATIONAL CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Use of Estimates
The preparation of the Company’s financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue, and expenses and the disclosure in the Company’s financial statements and accompanying notes. The Company based its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from management’s estimates.
Assets and liabilities that are subject to judgment and use of estimates include the determination of an allowance for doubtful accounts, deferred revenue, and estimates used in the Company’s going concern analysis.
Concentration of Credit Risk
Accounts receivable are spread over many customers.
Credit quality is monitored on an ongoing basis, and reserves for estimated credit losses are recorded as needed. There was one customer
that accounted for
Fair Value of Financial Instruments
ASC Topic 820, Fair Value Measurement, establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing an asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances.
ASC 820 identifies fair value as the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following:
Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities.
Level 2: Inputs, other than quoted prices in active markets, that are observable for the asset or liability, either directly or indirectly.
Level 3: Unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions.
Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The Company’s financial assets are subject to fair value measurements on a recurring basis. As of March 31, 2025 and December 31, 2024, The Company’s investment – related party is considered a level 2 item as the fair market value is based upon the common stock of Dalrada Financial Corporation.
| 10 |
ALTAIR INTERNATIONAL CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Revenues
The Company’s disaggregated revenues comprised of the following for the three months ended March 31,:
| Schedule of disaggregated revenues | ||||||||
| March 31, | March 31, | |||||||
| 2025 | 2024 | |||||||
| Charter sales | $ | $ | ||||||
| Management fees | ||||||||
| Maintenance revenues | ||||||||
| Other revenues | ||||||||
| Total: | $ | $ | ||||||
Net income per share is computed by dividing net income by the weighted average shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share”. Basic earnings per share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares outstanding during the year. Diluted earnings per share calculations are determined by dividing net income by the weighted average number of shares and dilutive share equivalents outstanding. The Company does not have any dilutive securities outstanding for the periods presented within these financial statements.
Recent Accounting Pronouncements
The FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs issued to date, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact on our financial statements.
Accounting Standard Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). In December 2023, the FASB issued ASU 2023-09, which requires more detailed income tax disclosures. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption of ASU 2023-09 on January 1, 2025, did not have a significant impact on the Company operations.
| 11 |
ALTAIR INTERNATIONAL CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. Financial Statement Elements
Property and Equipment
Property and equipment, net, as of March 31, 2025 and December 31, 2024 consists of the following:
| Schedule of property and equipment net | ||||||||
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Aircraft and improvements | $ | $ | ||||||
| Equipment | ||||||||
| Building Signage | ||||||||
| Vehicles | ||||||||
| Furniture | ||||||||
| Total: | ||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||
| Total property and equipment | $ | $ | ||||||
Maintenance Reserves
The Company is a party to long term service contracts to perform engine replacement and major maintenance. These contracts extend the useful life of an engine by providing major maintenance and/or replacement engines to mitigate risk of lost charter revenue due to aircraft downtime. These contracts require the Company to pay in advance, prior to services being performed or replacement parts being provided. Payments made for such contracts for aircraft operated under operating leases are expensed as incurred. Payments made for the long-term service contracts for aircraft owned or financed are capitalized as incurred on the balance sheet and not depreciated. When the engine reserve company replaces or performs major maintenance, the cost of that event is then capitalized and depreciated over the useful life of the replacement part/service life of the major maintenance/replacement.
4. Right of Use Assets and Liabilities
Right of Use - Operating
The Company has a month-to-month lease for its office,
ramp and hanger space in Carlsbad, California. The Company entered into a lease amendment on February 14, 2023, increasing the monthly
rent to $
| 12 |
ALTAIR INTERNATIONAL CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
As discussed in Note 6, in May 2024, the Company and
Demeter signed an Aircraft Asset Rights Transfer Agreement which included leases on four aircraft. At the time of assignment, the Company
recorded right of use assets and liabilities – operating of $
For the three months ended March 31, 2025 and 2024,
the Company recorded total operating lease expense of approximately $
Right of Use - Financing
The financing leases are payable in monthly payments
ranging from $
For the three months ended March 31, 2025, amortization
expense of right of use assets – financing was approximately $
5. Long-Term Debt
On July 25, 2020, the Company received a loan in
the amount of $
In June 2024, the Company received a loan of
$
As part of the transfer from Demeter as noted in Note
6, the Company assumed a loan with a third party of $
In September 2024, in connection with the purchase
of an aircraft, the Company entered into a loan with a third party for $
| 13 |
ALTAIR INTERNATIONAL CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
6. Related Party Transactions
The tables below summarize the Company’s transactions and balances with its related parties as of March 31, 2025 and for the three months ended March 31, 2025 and 2024:
For the Three Months Ended March 31, 2025
| Schedule of related parties transactions | ||||||||||||
| Entity Name | Nature of Transactions | Transaction Amount, Net During the Quarter ended March 31, 2025 | Outstanding Balance as of March 31, 2025 | Affiliation, Terms and Conditions | ||||||||
| Due from Related Parties | ||||||||||||
| $ | $ | Refer to (d) | ||||||||||
| Refer to (d) | ||||||||||||
| Refer to (d) | ||||||||||||
| Refer to (d) | ||||||||||||
| Refer to (d) | ||||||||||||
| Refer to (d) | ||||||||||||
| ( | ) | Refer to (d) | ||||||||||
| $ | ||||||||||||
| Due to Related Parties | ||||||||||||
| $ | $ | Refer to (e) | ||||||||||
| Refer to (e) | ||||||||||||
| Refer to (e) | ||||||||||||
| Refer to (i) | ||||||||||||
| Refer to (g) | ||||||||||||
| Refer to (g) | ||||||||||||
| Refer to (g) | ||||||||||||
| $ | ||||||||||||
| Others | ||||||||||||
| $ | ( | ) | $ | |||||||||
| 14 |
ALTAIR INTERNATIONAL CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For the Three Months Ended March 31, 2024
| Entity Name | Nature of Transactions | Transaction Amount, Net During the Quarter ended March 31, 2024 | Outstanding Balance as of March 31, 2024 | Affiliation, Terms and Conditions | ||||||||
| Due from Related Parties | ||||||||||||
| $ | $ | Refer to (a), (l) | ||||||||||
| Refer to (a), (b), (l) | ||||||||||||
| Refer to (a), (c), (l) | ||||||||||||
| Refer to (d) | ||||||||||||
| Refer to (d) | ||||||||||||
| Refer to (d) | ||||||||||||
| Refer to (d) | ||||||||||||
| Refer to (d) | ||||||||||||
| Refer to (d) | ||||||||||||
| ( | ) | Refer to (d) | ||||||||||
| Refer to (j), (m) | ||||||||||||
| Refer to (j), (m) | ||||||||||||
| $ | ||||||||||||
| Due to Related Parties | ||||||||||||
| $ | ( | ) | $ | Refer to (e) | ||||||||
| Refer to (e) | ||||||||||||
| Refer to (e) | ||||||||||||
| Refer to (e) | ||||||||||||
| Refer to (e) | ||||||||||||
| ( | ) | Refer to (e) | ||||||||||
| Refer to (e) | ||||||||||||
| ( | ) | Refer to (e) | ||||||||||
| Refer to (g) | ||||||||||||
| Refer to (g) | ||||||||||||
| $ | ||||||||||||
| Others | ||||||||||||
| $ | ( | ) | $ | |||||||||
| 15 |
ALTAIR INTERNATIONAL CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| (a) | Pass-through costs |
Per the terms of management agreements between
the Company and aircraft owners, certain aircraft expenses are the responsibility of the owners. However, the Company will pay for these
costs on behalf of the owners and then invoice for the recovery of these amounts, which the Company refers to as “pass-through”
costs. The Company has an aircraft management agreement for aircraft usage from Demeter Harvest Corp. (“Demeter”), an affiliated
company owned by Sandra DiCicco, the majority owner of Tipp. As of March 31, 2025, the Company had pass-through amounts invoiced totaling
$
| (b) | Maintenance revenue |
The Company began performing in-house maintenance on aircrafts in 2022. In prior years, aircrafts were sent to third party mechanics for service.
| (c) | Management fees |
Per the terms of the management agreements between the Company and aircraft owners, a management fee is invoiced to owners on a monthly basis for the management of the aircraft, which primarily consists of handling administrative tasks in order to manage the rental of the planes. As of March 31, 2025, the Company doesn’t have an active management agreement with a related party.
| (d) | Charter sales |
For the three months ended March 31, 2025 and
2024, the Company had charter sales transactions with affiliates totaling $
| (e) | Debt |
Afinida Inc. (“Afinida”) is a payroll
processing company that is a subsidiary of Trucept, Inc.; Sandra DiCicco’s family member is the Chairman of the Board at Trucept,
Inc. From the period July 1, 2019 through January 30, 2022, Afinida paid certain payroll costs (salaries and wages) for the Company. It
was verbally agreed that the Company would pay Afinida for these amounts in the future, but formal terms were not documented until June
2022, when a formal Promissory Note was put in place. The Promissory Note converted outstanding payroll services invoices due to Afinida
as of December 31, 2021 in the amount of $
| 16 |
ALTAIR INTERNATIONAL CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Innoworks Employment Services (“Innoworks”)
is a professional employer organization (“PEO”) in which a family member of Sandra DiCicco exercises significant influence
over the operations. From the period February 1, 2022 through December 31, 2023, Innoworks paid certain payroll costs (salaries and wages)
for the Company. It was verbally agreed that the Company would pay Innoworks for these amounts in the future. As of December 31, 2023,
no written agreement existed. However, in February 2024, a formal Promissory Note was put in place. The Promissory Note converted all
outstanding payroll services invoice due to Innoworks as of December 31, 2023 in the amount of $
The Company entered into a note payable with Innoworks
for $
On March 19, 2025, the Company entered into
an amended and rested note with Innoworks for $
Prime Capital HR (“Prime”), which
has a family member of the Company employed at Prime, has an agreement with Tipp to collect funds for and disperse such funds on behalf
of Tipp; as such, it is a related party.
The Company acquired a $
| (f) | Leases |
The Company leased aircraft owned by Demeter on an hourly basis; per the terms of the management agreement, the Company pays the aircraft owner a rate per hour that the plane is used in charter sales. See (m) below for exchange with Demeter.
| (g) | Marketing and other |
The Company paid Trucept, Inc. to perform marketing research, launch social media campaigns and improve website performance. Sandra DiCicco’s family member is the Chairman of the Board at Trucept, Inc.
From time to time the Company utilizes related entities to provide catering, repair work and placement agent services.
| 17 |
ALTAIR INTERNATIONAL CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| (h) | Not used |
| (i) | Advances from related party |
During the three months ended March 31, 2025
and 2024, additional advances from Innoworks for payroll related items were $
| (j) | Note from receivable from related party |
On January 9, 2023, the Company signed a Promissory
Note agreement with Demeter. The Promissory Note converted outstanding net amounts due from Demeter as of December 31, 2021 in the amount
of $
On October 23, 2023, the Company signed a Promissory
Note agreement with Demeter. The Promissory Note converted outstanding net amounts due from Demeter as of December 31, 2022 in the amount
of $
| (k) | Prepaid expenses - Demeter |
On December 31, 2023, the Company paid for AvMax
lease payments on behalf of Demeter totaling $
| (l) | Revenue from related parties |
For the three months ended March 31, 2025 and 2024,
the Company recorded revenue from related parties totaling $
| (m) | Exchange of Note Receivable for Demeter Assets |
In May 2024, Demeter signed an Aircraft Asset Rights
Transfer Agreement to include Right of Usage of aircraft tail numbers: N614AF, N207JB, N236CA, and N555DH. This agreement transferred
the Right to Use (includes all Demeter revenue share) and the Net Book Value of the assets and liabilities to the Company. The net assets
include various right-of-use assets and lease liabilities, improvements made to the right-of-use assets, deposits on engine reserves,
and other deposits. The Company received assets totaling $
| 18 |
ALTAIR INTERNATIONAL CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
7. Commitments and Contingencies
Indemnification
Under the Company’s amended and restated Certificate of Incorporation and amended and restated bylaws, the Company has indemnification obligations to its officers and directors for certain events or occurrences, subject to certain limits, while they are serving at the Company’s request in such capacity. There have been no claims to date, and the Company has a director and officer insurance policy that may enable it to recover a portion of any amounts paid for future claims.
Legal Proceedings
The Company is currently not a party to any legal
proceedings, nor is the Company aware of any threatened or pending litigations. However, from time to time in the future, the Company
could be involved in disputes, including litigation, relating to claims arising out of operations in the normal course of business, which
may have a material adverse effect on the Company’s results of operations or financial position.
8. Subsequent Events
The Company has evaluated events subsequent to March 31, 2025 to assess the need for potential recognition or disclosure. Such events were evaluated through May 15, 2025, the date the financial statements were available to be issued.
| 19 |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Altair Organization
Altair International Corp. (“Altair” or together with its subsidiaries, the “Company”), a Nevada corporation was incorporated in Nevada on December 12, 2012. The Company primarily operates through its wholly owned subsidiary, Premier Air Charter, Inc., a California corporation (“Premier”). Altair together with its subsidiary, is referred to in this Form 10-Q report (“Form 10-Q”) as the Company. The terms “we”, “us” and “our” are also used in the Form 10-Q to refer to the Company.
On March 11, 2025, Altair acquired Premier. As a result of this acquisition, Altair’s business is comprised solely of the business of Premier. This Merger was accounted for as a reverse recapitalization. Under this method of accounting, Altair is treated as the acquired company for financial statement reporting purposes. These financial statements reflect the financial statements of Premier as of December 31, 2024 and 2023 and for each of the years then ended.
In addition, these financial statements capture the capital structure of Altair and reflect only the 237,871,049 common shares issued to the former Premier shareholder as being outstanding from the inception of Premier. The 41,977,244 common shares retained by the historical Altair shareholders will be reflected as being issued on March 5, 2025, the closing date of the acquisition. As of the date of this filing, there are 279,848,293 shares of Altair common stock issued and outstanding. Any reference to the “Company” within these financial statements is a reference to Premier.
Unaudited proforma financial statements of Altair and Premier had the acquisition taken place on January 1, 2024 are as follows:
| Three months ended March 31,: | 2025 | 2024 | ||||||
| (unaudited) | (unaudited) | |||||||
| Revenues | $ | 5,875,523 | $ | 5,887,540 | ||||
| Net (loss) gain | $ | (1,242,697 | ) | $ | (221,085 | ) | ||
| Loss per share -basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | ||
At December 31, 2024, there were no significant assets or liabilities of Altair, accordingly, a proforma balance sheet is not presented.
Revenues
Revenues for the three months ended March 31, 2025 as compared to March 31, 2024 totaled $5,875,523 and $5,877,540, respectively. Although there was a minor change in overall revenue, the Company realized approximately $1,049,751 in Charter Revenue from aircraft added to the fleet. This gain was offset by the following:
| · | a ($590,534) reduction in Maintenance Revenue realized from aircraft management contracts that have been converted to aircraft leases where the Company now has full right of aircraft use; | |
| · | a $345,927 improvement in legacy aircraft Charter Revenue that was offset by ($680,603) in lost Charter Revenue due aircraft grounded for major maintenance; and | |
| · | a ($112,525) reduction in Aircraft Management & Other Revenue |
| 20 |
Cost of Sales
Cost of Sales for the three months ended March 31, 2025 as compared to March 31, 2024 totaled $5,728,935 and $5,016,634, respectively, and increase of $712,301. The increase in cost of revenues was primarily the result of approximately $460,000 in pre-charter revenue operating costs of acquired aircraft, and $280,000 in the cost of grounded aircraft while undergoing major maintenance.
Operating Expenses
Operating Expenses for the three months ended March 31, 2025 as compared to March 31, 2024 totaled $1,002,266 and $741,311, respectively, and increase of $260,955. This increase is primarily due to an $83,091increase in consulting fees incurred to support the Premier Air Charter merger, a $63,233 increase in salaries to support operations.
Loss from Operations
Loss from Operations for the three months ended March 31, 2025 was ($855,678) compared to income of $129,595 for the three months ended March 31, 2024. The loss from operations for the first three months ending March 31, 2025 is primarily due to the following:
| · | Approximately $460,000 in pre-charter revenue operating costs of acquired aircraft, and $280,000 in the cost of grounded aircraft while undergoing major maintenance; | |
| · | Aircraft maintenance costs of approximately $250,000 that are no longer passed on to customers through aircraft management contracts; | |
| · | Increase salaries and wages of $63,233 to support aircraft operations; | |
| · | Increased consulting fee of $83,091 to support the Premier Air Charter merger. |
Other Income (Expense)
Other Income (Expense) for the three months ended March 31, 2025 as compared to March 31, 2024 totaled ($367,927) and ($76,673), respectively, and increase of $291,254. This Other Expense increase is primarily attributable interest expense related to aircraft leases and additional debt.
Net Income (Loss)
Net Income (Loss) for the three months ended March 31, 2025 was ($1,223,605) compared to income of $52,922 for the three months ended March 31, 2024. The Net Loss for the first three months ending March 31, 2025 is primarily due to the following:
| · | Approximately $460,000 in pre-charter revenue operating costs of acquired aircraft, and $280,000 in the cost of grounded aircraft while undergoing major maintenance; | |
| · | Aircraft maintenance costs of approximately $250,000 that are no longer passed on to customers through aircraft management contracts; | |
| · | Increase salaries and wages of $63,233 to support aircraft operations; | |
| · | Increased consulting fee of $83,091 to support the Premier Air Charter merger; | |
| · | Increased interest expense of $286,850 incurred in financing aircraft. |
| 21 |
Cash Flows
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Net cash provided by operating activities | $ | 994,869 | $ | 358,438 | ||||
| Net cash used in investing activities | (971,607 | ) | – | |||||
| Net cash used financing activities | (101,900 | ) | (162,593 | ) | ||||
| Net change in cash during the period, before effects of foreign currency | $ | (78,638 | ) | $ | 195,845 | |||
Cash flow from Operating Activities
During the three months ended March 31, 2025, the Company incurred a Net Loss of ($1,223,605) compared to Net Income of $52,922 for the three months ended March 31, 2024. This negative impact to cash was primarily offset by an increase of $1,221,750 in amounts due to related parties.
Cash flow from Investing Activities
During the three months ended March 31, 2025, the Company used $971,607 of cash investing in aircraft and supporting engine maintenance contracts.
Cash flow
During the three months ended March 31, 2025, the Company used $101,900 in cash to pay down aircraft financing lease obligations.
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.
Liquidity and Capital Resources
At March 31, 2025, the Company had current assets of $844,776 and current liabilities of $7,507,891 compared with current assets of $997,117 and current liabilities of $5,358,619 at December 31, 2024. The continuation of the Company as a going concern is dependent upon generating additional charter revenue growth by improving current aircraft fleet charter operations, and obtaining cost effective financing to invest in additional charter aircraft.
Future Financings
We will continue to rely on related parties, 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.
| 22 |
Going Concern and Liquidity
The Company’s financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, the realization of assets, and liquidation of liabilities in the normal course of business.
Premier Air Charter, Inc., incurred a net loss of $1,223,605 during the three months ended March 31, 2025, and a net loss of $2,191,235 during the twelve months ended December 31, 2024. Although these losses were primarily the result of investments in aircraft and supporting operational infrastructure, these losses and limited working capital raise substantial doubt about our ability to continue as a going concern.
There can be no assurance that the Company will be successful in obtaining additional funding, or that the Company’s projections of its future working capital needs will prove accurate, or that any additional funding will be sufficient to continue operations in future years. In addition, support of the Company’s operations is dependent on receiving support from related parties which primarily consists of financial support for revenue and operating expenses.
We will be required to raise substantial capital to fund our capital expenditures, working capital, and other cash requirements. We will continue to rely on related parties and seek other financing to complete our business plans. The successful outcome of future financing activities cannot be determined at this time and there are no assurances that, if achieved, we will have sufficient funds to execute our intended business plan or generate positive operational results.
In addition to our current deficit, we may incur additional losses during the foreseeable future, until we are able to successfully execute our business plan. There is no assurance that we will be able to obtain additional financing through private placements and/or public offerings necessary to support our working capital requirements. To the extent that funds generated from any private placements and/or public offerings are insufficient, we will have to raise additional working capital through other sources, such as bank loans and/or financings. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms.
We are also incurring increased costs as a publicly traded company. As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the Securities and Exchange Commission, have required changes in corporate governance practices of public companies. These new rules and regulations have increased our legal and financial compliance costs and have made some activities more time-consuming and costly. We cannot predict or estimate the amount of additional costs we may incur as a result of being a public company or the timing of such costs.
Critical Accounting Policies
Refer to our Altair International Corp. unaudited financial statements for the quarter ended March 31, 2025 years for a discussion of critical accounting policies.
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.
| 23 |
| 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 |
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report, our Chief Executive Officer and Principal Financial Officer performed an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on the evaluation, the Chief Executive Officer and Principal Financial Officer concluded that, as of March 31, 2025, the Company’s disclosure controls and procedures are not effective to ensure that the information required to be disclosed by the Company in the report that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the nine months ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 24 |
PART II - OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS |
From time to time, we may be involved in legal proceedings arising in the ordinary course of our business. Except as set forth below, we are not currently a party, and our property is not subject to, any other material pending legal proceedings, other than ordinary routine litigation incidental to the business.
On May 31, 2024, Demeter Harvest Corp. (“Demeter”) and Premier filed a Petition and Demand against Empyreal Jet, Inc. in the district court located in Harris County, Texas (Cause No. 2024-34231/Court: 281 claiming Breach of Contract, Promissory Estoppel, seeking damages of over $200,000 but no more than $1,000,000.
On March 11, 2025, a former employee filed a General Civil Complaint for Damages against Premier and Innoworks Employment Services, Inc. in the Superior Court of the State of California for the County of San Diego, Central Division claiming retaliation and wrongful employment termination seeking general and special damages each in the amount of $35,000 as well as punitive and exemplary damages, reasonable attorney fees, interest and such other relief.
On December 17, 2024, the Company received a notice of investigation from the Federal Aviation Administration’s San Diego Flight Standards Office (“FSDO”). The investigation was the result of a safety complaint from a former employee. The investigation was a series of inquiries related to compliance with regulations related to corrective maintenance actions, to which the Company has responded to all requests. Premier has since implemented new policies and procedures to ensure such errors do not happen again. These new policies and procedures were provided to the FDSO in January 2025. The Company has been working with the FSDO and is still awaiting the results of the investigation, which may include penalties against the Company. At the time of this filing, such amounts, if any, are not estimable.
| ITEM 1A. | RISK FACTORS |
Risk factors describing the major risks to our business can be found under Item 1A, “Risk Factors”, in our Annual Report on Form 10-K for the year ended December 31, 2024. There has been no material change in our risk factors from those previously discussed in the Annual Report on Form 10-K.
| ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
On February 16, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) among Premier, Premier Air Charter Merger Sub, Inc. (“Merger Sub”) and TIPP Aviation, LLC, the sole shareholder of Premier (“TIPP”). Under the terms of the Merger Agreement, Altair exchanged 85% of its shares of common stock for all issued and outstanding shares of Premier common stock and Merger Sub was merged into Premier (the “Merger”). On March 5, 2025, the Company, Premier, Merger Sub and TIPP entered into an Amended Merger Agreement amending various procedural items of the Merger Agreement (the “Amended Merger Agreement”). On March 11, 2025, the Merger closed whereby Merger Sub merged with and into Premier with Merger Sub ceasing to exist, Premier becoming a wholly owned subsidiary of the Company and the Company issuing TIPP 237,871,049 shares of common stock.
The issuance of the above securities is exempt from the registration requirements under Rule 4(a)(2) of the Securities Act of 1933, as
amended, and/or Rule 506 as promulgated under Regulation D.
| ITEM 3. | Defaults Upon Senior Securities |
None.
| ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
| ITEM 5. | OTHER INFORMATION |
During the quarter
ended March 31, 2025, no director or officer of the Company
| 25 |
| ITEM 6. | EXHIBITS |
| Exhibit No. | Description | Incorporation by Reference | ||
| 2.1 | Agreement and Plan of Merger among Altair International Corp., Premier Air Charter, Inc., Premier Air Charter Merger Sub, Inc. and TIPP Aviation, LLC dated February 16, 2024 | Incorporated by reference to Exhibit 10.1 filed on Form 8-K with the Securities and Exchange Commission on February 21, 2024 | ||
| 2.2 | Agreement and Plan of Merger among Altair International Corp., Premier Air Charter, Inc., Premier Air Charter Merger Sub, Inc. and TIPP Aviation, LLC dated March 5, 2025 | Incorporated by reference to Exhibit 2.2 filed on Form 8-K with the Securities and Exchange Commission on March 11, 2025 | ||
| 3.1 | Articles of Incorporation dated December 20, 2012 | Incorporated by reference to Exhibit 3.1 filed on Form S-1 with the Securities and Exchange Commission on July 29, 2013 | ||
| 3.2 | Certificate of Amendment dated August 24, 2018 | Incorporated by reference to Exhibit 3.2 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025 | ||
| 3.3 | Certificate of Amendment dated October 1, 2021 | Incorporated by reference to Exhibit 3.3 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025 | ||
| 3.4 | Certificate of Amendment dated January 11, 2023 | Incorporated by reference to Exhibit 3.4 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025 | ||
| 3.5 | Bylaws | Incorporated by reference to Exhibit 3.2 filed on Form S-1 with the Securities and Exchange Commission on July 29, 2013 | ||
| 4.1 | Description of the Registrant’s Securities | Incorporated by reference to Exhibit 4.1 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025 | ||
| 10.1 | Amended and Restated Promissory Note payable to Innoworks Employment Services, Inc. dated March 19, 2025 | Incorporated by reference to Exhibit 10.1 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025 | ||
| 10.2 | Amended and Restated Promissory Note payable to Primer Capital HR dated March 19, 2025 | Incorporated by reference to Exhibit 10.2 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025 | ||
| 10.3 | Amended and Restated Promissory Installment Note payable to Afinida Inc. dated March 19, 2025 | Incorporated by reference to Exhibit 10.3 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025 | ||
| 14.1 | Code of Ethics | Incorporated by reference to Exhibit 14.1 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025 | ||
| 19 | Insider Trading Policy | Incorporated by reference to Exhibit 19 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025 | ||
| 21.1 | List of Subsidiaries | Incorporated by reference to Exhibit 21.1 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025 | ||
| 31.1* | Certification of Chief Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act | |||
| 32.1* | Certification of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||
| 97.1 | Policy for Recovery of Erroneously Awarded Compensation adopted March 27, 2025 | Incorporated by reference to Exhibit 97.1 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025 | ||
| 99.1 | Policy on Granting Equity Awards | Incorporated by reference to Exhibit 99.1 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025 | ||
| 101.INS | Inline XBRL Instances 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 in IXBRL, and included in exhibit 101). |
| 26 |
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: May 15, 2025 |
|
|
/s/ Sandra DiCicco Bonar Sandra DiCicco Bonar Chief Executive Officer (Principal Executive Officer and Principal Financial Officer) | |
| 27 |
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Sandra DiCicco Bonar, 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: May 15, 2025 |
/s/ Sandra DiCicco Bonar | |
| Sandra DiCicco Bonar | ||
| 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 March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sandra DiCicco Bonar, 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: May 15, 2025 | /s/ Sandra DiCicco Bonar | |
| Sandra DiCicco Bonar | ||
| Chief Executive Officer |