UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☑ ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 20162021
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________________ to ___________________
COMMISSION FILE NO.333-190235
ALTAIR INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
Nevada
(State or Other Jurisdiction of Incorporation or Organization)
99-0385465 IRS Employer Identification Number |
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Altair International Corp.
6501 E. Greenway Pkwy #103-412322 North Shore Drive, Building 1B, Suite 200
Scottsdale, AZ 85254Pittsburgh, PA 15212
Tel. (760) 413-3927(412) 770-3140
(Address(Address and telephone number of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (X 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ☐ No ☑
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.filer, a smaller reporting company, or an emerging growth company. See definitionthe definitions of "accelerated“large accelerated filer,” “accelerated filer,” “smaller reporting company,”and large accelerated filer""emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer ☑ | Smaller reporting company ☑ |
Emerging growth company ☑ |
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filerIf 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. ☐ Smaller reporting company ☑
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ☑☐ No ☐☑
The aggregate market value of the 198,055,440 shares of voting and non-voting common equity held by non-affiliates computed by reference to the closing price of $0.17 on September 30, 2020, at which the common equity was last sold in its most recently completed second fiscal quarter was approximately $33,669,425.
As of June 10, 2016, the registrant had 29,947,000July 14, 2021, there were 556,418,735 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market has been established as of July 25, 2016.
TABLE OF CONTENTS
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PART | ||||||
ITEM 1 | Description of Business | 3 | ||||
ITEM | 1A. | Risk Factors | 4 | |||
ITEM | Properties | |||||
ITEM | 3. | Legal Proceedings | 4 | |||
ITEM | 4. | Mine Safety Disclosures | 4 | |||
PART II | ||||||
ITEM 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 6 | ||||
ITEM | Selected Financial Data | |||||
ITEM | ||||||
7 | ||||||
ITEM | 7A. | Quantitative and Qualitative Disclosures | 9 | |||
ITEM | 8. | Financial Statements and Supplementary Data | 10 | |||
ITEM | 9. | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure | 26 | |||
ITEM | 9A. | Controls and Procedures | 26 | |||
ITEM 9B. | Other Information | 26 | ||||
PART III | ||||||
ITEM 10. | Directors, Executive Officers, and Corporate Governance | 28 | ||||
ITEM | Executive Compensation | |||||
ITEM | ||||||
12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 31 | ||||
ITEM | 13. | Certain Relationships and Related Transactions, and Director Independence | 32 | |||
ITEM | 14. | Principal Accountant Fees and Services | 32 | |||
ITEM 15. | Exhibits and Financial Statement Schedules | 33 | ||||
Signatures | ||||||
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FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K 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.
Use of Term
Except as otherwise indicated by the context hereof, references in this report to “Company,” “ATAO,” “we,” “us” and “our” are references to Altair International Corp. All references to “USD” or United States Dollars refer to the legal currency of the United States of America.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
Our Business
Altair International Corp. (“Altair”) is a development stage company that was incorporated in Nevada on December 20, 2012. The Company has recently entered into a strategic alliance with Cure Pharmaceutical Corporation (“CURE”), a California company engaged in the development of oral thin film (“OTF”) for the delivery of nutraceutical, over-the-counter and prescription products. Currently this alliance is comprised of an Exclusive License and Distribution Agreement for CURE’s Sildenafil (commonly known as Viagra) Products throughout Asia, Brazil, the Middle East and Canada while a Joint Venture Agreement for the procurement of converting and packaging equipment specific for oral thin film products has been proposed through a Letter of Intent. In addition, Altair and Cure have agreed to enter into further joint ventures or other business relationships for the purpose of completing the development and marketing of additional products, and for license and distribution agreements for additional Cure products such as aspirin, sleep-aid, topical muscle and joint pain relief, and electrolytes delivered through OTF or other methods.
The Company had previously plannedis currently engaged in identifying and assessing new business opportunities. In this regard, the Company entered into a Mining Lease effective August 3, 2020 with Oliver Geoservices LLC under which the Company received an exclusive lease to commence operationsmine certain unpatented lode mining claims known as the Walker Ridge located in Elko County, Nevada for a period of five years. The lease can be extended for an additional twenty years if certain extension payments are made within the architectural fieldterm of the lease. The Company made an initial payment of $25,000 to secure the lease and is required to be responsiblemake advance royalty payments to maintain its exclusivity commencing December 1, 2020, starting at $25,000 and increasing in $25,000 increments each year for the concept architectural vision of future private and public buildingsinitial five year term to $100,000 as well as municipal organized public areas. This plan was abandoned ina 3% net smelter fee royalty on all mineral production from the 2015 fiscal year in favorleased property. The foregoing description of the business operations described above.Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement which was filed as Item 1.01 to a Form 8-K filed on August 14, 2020.
The Company has completed the staking process of 187 claims on the Walker Ridge site. The claims must be registered with the Nevada Bureau of Land Management. We estimate that the cost to register the claims to be between $40,000 and $50,000. To date, we have not registered the claims. The Company is currently awaiting completion by the United States Forestry Service (the “USFS”) of the calculations for the required Reclamation Bond which is required to begin work on the drill site. We estimate the value of the bond to be between $40,000 and $50,000.
About Walker Ridge
Location
The Walker Ridge Property is located in Elko County, Nevada, approximately 40 air miles (64 km) north of Elko. It is reached by driving north approximately 55 miles (88 km) from Elko on highway 225 to the PX ranch near mile marker 55. Traveling west on the gravel road for 20 miles (32 km) reaches the eastern boundary of the property. The center of the target area is at a latitude/longitude of 41 30’38” North and 115 55’48” West. Driving time from Elko to the property is approximately one hour.
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Walker Ridge Property History
A large area (boundaries uncertain), located between the Jerritt Canyon and Big Springs properties, including ground covered by the present Walker Ridge Property claims, was explored by Tenneco (subsequently acquired by Echo Bay). From 1985-87, Tenneco/Echo Bay conducted geologic mapping, rock chip and soil geochemistry sampling (3400 samples) and drilled 31 shallow holes (maximum depth 400 ft or 122m), mostly to the southwest of the Walker Ridge Property. There are no useable maps available from this work, only summary reports. One shallow hole drilled within the present claim block (Figure 7.3), hole number FC1-87, intercepted Snow Canyon Fm below McAfee Quartzite at 245 feet (75m). It was anomalous in gold from there to TD at 300 feet (91m).
Independence Mining Company optioned the same property from Echo Bay between 1988 and 1993, drilling 6 holes totaling 4,920 feet (1,500m), southwest of the present claims. A deep rotary/core hole reached favorable Carlin-style host lithologies (Roberts Mountain Formation) at 1,495 feet (456m), or approximately 6,000 feet (1,830m) above mean sea level. There are no maps showing this work currently available, only summary reports. Echo Bay was absorbed by Kinross several years ago. It is possible that some of that data may be preserved in the archives of Kinross.
In 2007 an infill soil sampling program was carried out by Stratos over the central part of the current claim block to reduce the sample spacing to 200 feet (60m). The Company optioned the property in 2011. At the direction of the Company, Walker Ridge Gold Corp staked additional claims in 2011 and 2012. All claim staking has been paid by the Company and all additional claims have become a part of the option agreement. The Company has carried out gravity and CSAMT geophysical surveys in the fall of 2012.
There are no resource estimates, historical or current, and no recorded production from the property.
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.
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.
Employees
As of the date of this Report, the Company has no full-time nor part-time employees. Our sole officer has a current agreement with the Company to serve in these capacities. We intend to increase the number of our employees and consultants to meet our needs as the Company grows.
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ITEM 1A. RISK FACTORS
Not applicable to smaller reporting companies.
ITEM 2. DESCRIPTION OF PROPERTY
We do not own any real estate or other properties.
ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.
ITEM 4. MINE SAFETY DISCLOSURES
None.
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PART II
ITEM 5. MARKET FOR COMMON EQUITY, AND RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
There is a limited public market for our common shares. Our common shares are quoted on the OTC Bulletin BoardMarket under the symbol “ATAO”. Trading in stocks quoted on the OTC Bulletin BoardMarket is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects. We cannot assure you that there will be a market in the future for our common stock.
OTC Bulletin BoardMarket securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin BoardMarket securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin BoardMarket issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.
Number of Holders
As of June 10, 2016, the 29,947,000July 2, 2021, 556,418,735 issued and outstanding shares of common stock were held by 4267 shareholders of record.
Dividends
No cash dividends were paid on our shares of common stock during the fiscal year ended March 31, 2016.2021. We have not paid any cash dividends since our inception and do not foresee declaring any cash dividends on our common stock in the foreseeable future.
On February 9, 2015, the Company affected a seven for one forward split of its common stock. As a result of this forward split, the Company had 29,645,000 common shares issued and outstanding at March 31, 2015.
Recent Sales of Unregistered Securities
None.
Purchase of our Equity Securities by Officers and Directors
None.On September 1, 2020, the Company entered into a service agreement with Oliver Geoservices LLC for a term of one year. Per the terms of the agreement the Company will issue them 300,000 shares of common stock per month. In addition, they received 150,000 shares of common stock for services provided prior to the execution of the service agreement. As of March 31, 2021, Oliver Geoservices LLC received 1,950,000 shares of common stock for total non-cash expense of $401,250. In addition, 300,000 shares have not yet been issued by the transfer agent and have been disclosed on the balance sheet as common stock to be issued of $72,000. All shares were valued at the closing stock price on the date of grant.
Other Stockholder Matters
On December 9, 2020, the Company entered into two separate service agreements with Paul Pelosi to be a member of the Company’s advisory board. Both agreements are for a term of one year. Per the terms of the agreements the Company will issue Mr. Pelosi a total of 6,000,000 shares of common stock. 50% of the shares are to be issued and earned immediately with the other 50% issued and earned on June 30, 2021. The initial 3,000,000 shares were valued at the closing stock price on the date of grant for total non-cash expense of $870,000.
None.On December 14, 2020, the Company entered into a service agreement with Adam Fishman to be a member of the Company’s advisory board for a term of one year. Per the terms of the agreements the Company will issue Mr. Fishman 5,000,000 shares of common stock. 50% of the shares are to be issued and earned immediately with the other 50% issued and earned on June 30, 2021. The initial 2,500,000 shares were valued at the closing stock price on the date of grant for total non-cash expense of $750,000.
On February 6, 2021, the Company issued 2,000,000 shares of common stock to a service provider. The shares were valued at $0.47, the closing stock price on the date of grant, for total non-cash stock compensation expense of $940,000.
On February 11, 2021, the Company issued 2,000,000 shares of common stock to St. Georges Eco-Mining Corp pursuant to the terms of its binding term sheet with St. Georges Eco-Mining Corp. The shares were valued at $0.38, the closing stock price on the date of grant, for total non-cash stock compensation expense of $760,000.
During the year ended March 31, 2021, EROP Enterprises LLC, converted $104,500 and $3,579 of principal and interest, respectively, into 734,820 shares of common stock.
During the year ended March 31, 2021, Williams Ten, LLC, converted $15,000 and $930 of principal and interest, respectively, into 109,862 shares of common stock.
During the year ended March 31, 2021, Company issued 4,000,000 common shares to Mr. Leonard Lovallo for his role as an independent member of the Company’s Board of Directors. The shares were valued at $0.005, the closing stock price on the date of grant, for total non-cash stock compensation expense of $20,000. Mr. Lovallo was also issued 26,000,000 common shares for his role as Chief Executive Office and President of the Company. The shares were valued at $0.26, the closing stock price on the date of grant, for total non-cash stock compensation expense of $6,760,000.
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ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward lookingforward-looking statements. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
RESULTS OF OPERATIONS
We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capitalfunds through, among other things, the sale of equity or debt securities.securities although no assurance can be given as to availability of funds or the terms thereof.
FISCAL YEAR ENDED MARCH 31, 20162021 COMPARED TO FISCAL YEAR ENDED MARCH 31, 20152020
Our net lossRevenues
The Company has not recognized any revenue to date.
Operating Expenses
Mining and exploration expense for the fiscal year ended March 31, 20162021 was $140,058$215,786 compared to $0 for the year ended March 31, 2020. The Company’s mining and exploration expense has increased in the current period as it pursues its new mining activities.
Consulting expense for the year ended March 31, 2021 was $3,913,870 compared to $0 for the year ended March 31, 2020. In the current year we issued 11,450,000 shares of common stock for total non-cash compensation expense of $3,721,250.
Compensation expense – related party for the year ended March 31, 2021 was $6,806,000 compared to $0 for the year ended March 31, 2020. In the current year we issued 30,000,000 shares of common stock for total non-cash compensation expense of $6,780,000.
Director expense for the year ended March 31, 2021 was $2,400 compared to $0 for the year ended March 31, 2020.
General and administrative expense (“G&A”) for the year ended March 31, 2021 was $171,504 compared to $3,451 for the year ended March 31, 2020. The increase can be attributed to an increase in professional fees, investor relation expense, filing fees and a general increase in other expenses for the year. G&A expense has increased in the current year as a result of the change of our business to focus on mining operations.
Other Expense
Total other expense for the year ended March 31, 2021, was $884,964, consisting of $170,462 of interest expense, which includes $158,119 of debt discount amortization, a loss on the change in the fair value of derivative of $143,686, a loss on the issuance of convertible debt of $79,130, a loss on the settlement of debt of $41,686 and $450,000 of impairment expense, compared to $1,805 of interest expense in the prior year.
Net Loss
Net loss for the year ended March 31, 2021 was $11,994,524, in comparison to a net loss of $74.006$5,256 for the fiscal year ended March 31, 2015. During fiscal years ended March 31, 2016 and March 31, 2015, the Company did not generate any revenue.2020. The large increase to our net loss is largely attributed to our non-cash stock-based compensation expense.
During the fiscal year ended March 31, 2016, we incurred general and administrative expenses of $29,330 compared to $27,135 in general and administrative expenses incurred during the fiscal year ended March 31, 2015
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Expenses incurred during fiscal year ended March 31, 2016 compared to the fiscal year ended March 31, 2015 increased primarily due to the increased scale and scope of business operations. General and administrative expenses generally include corporate overhead and financial and administrative contracted services.
The weighted average number of shares outstanding was 29,796,760 for the fiscal year ended March 31, 2016 and 29,645,000 for the fiscal year ended March 31, 2015.
LIQUIDITY AND CAPITAL RESOURCES
FISCAL YEAR ENDED MARCH 31, 2016
As of March 31, 2016, our current assets were $5,422 and our total liabilities were $506,218. As of March 31, 2016, current assets were comprised of $5,422 in cash. As of March 31, 2015, total liabilities were comprised of $244,374 in advances from a related party, interest payable of $21,000, a promissory note for $100,000, a derivative liability of $100,000, loans payable to third parties of $40,525 and $320 in accounts payable. As of March 31, 2016, our total assets were $565,422 comprised of $5,422 of cash, a sales and distribution license of $200,000 and advances to Cure Pharmaceuticals of $360,000. Stockholders’ equity was $59,203 as of March 31, 2016.
As of March 31, 2015, our current assets were $200 and our total liabilities were $505,945. As of March 31, 2015, current assets were comprised of $200 in cash. As of March 31, 2015, total liabilities were comprised of $353,425 in advances from a related party, interest payable of $10,000, a promissory note for $27,778, a derivative liability of $100,002 and $14,740 in accounts payable. As of March 31, 2015, our total assets were $440,200 comprised of $200 of cash, a sales and distribution license of $200,000 and advances to Cure Pharmaceuticals of $240,000. Stockholders’ deficit was $65,745 as of March 31, 2015.
Cash Flows fromflow used in Operating ActivitiesActivities.
We have not generated positive cash flows from operating activities. For the fiscal year ended March 31, 2016 net cash flows used in operating activities was $71,257 consisting of a net loss of $140,058, a decrease of $14,420 in accounts payable, and increases of $11,000 in interest payable and $72,221 in debt discount. Net cash flows used in operating activities was $23,486 forDuring the year ended March 31, 2015.2021, the Company used $342,361 of cash for operating activities compared to $110 of cash for operating activities in the prior period.
We did not generate positive cash flows from operating activitiesCash flow used in Investing Activities.
During the year ended March 31, 2015. For the fiscal year ended March 31, 2015 net cash flows used in operating activities was $23,486 consisting2021, we paid $75,000 as part of a net loss of $74,006, and increases of $12,740 in accounts payable, $10,000 in interest payable, and $27,780 in debt discount.our Earn-In Agreement with American Lithium Minerals, Inc.
Cash Flowsflow from Financing Activities
We have financed our operations primarily from either advances from shareholdersadvancements or the issuance of equity and debt instruments. ForDuring the year ended March 31, 20162021 the Company received $559,490 of cash was provided from financing activities includingoffset by payments of $20,000 to settle loans from third parties of $40,525 and proceeds of $256,006 from the issuance of common stock. The Company repaid $109,052 in advances from a shareholder. For the year ended March 31, 2015 net cash provided by financing activities was $456,116, including $347,025 in loans from apayable to related party, a $100,000 Promissory Note from a third party and $9,091 from the issuance of common stock.parties.
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a combination of our existing funds, advances from shareholders and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business;business); (ii) acquisition of assets; and (iii) sales and marketing expenses. We intend to finance these expenses with further issuances of securities and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
MATERIAL COMMITMENTSCritical Accounting Estimates and Policies
AsThe preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities of the date of this Annual Report, we dothe financial statements and the reported amounts of revenues and expenses during the reporting period. Note 1 to the Financial Statements describes the significant accounting policies and methods used in the preparation of the Financial Statements. Estimates are used for, but not have any material commitments.limited to, contingencies and taxes. Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Financial Statements.
PURCHASE OF SIGNIFICANT EQUIPMENTWe are subject to various loss contingencies arising in the ordinary course of business. We consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss in determining loss contingencies. An estimated loss contingency is accrued when management concludes that it is probable that an asset has been impaired, or a liability has been incurred and the amount of the loss can be reasonably estimated. We regularly evaluate current information available to us to determine whether such accruals should be adjusted.
In connection with a proposed joint venture with Cure Pharmaceuticals Corp. of Oxnard California, we anticipate acquiring packagingWe recognize deferred tax assets (future tax benefits) and labeling equipment at a total cost of approximately $250,000liabilities for the productionexpected future tax consequences of Cure’s product lines.temporary differences between the book carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities represent the expected future tax return consequences of those differences, which are expected to be either deductible or taxable when the assets and liabilities are recovered or settled. Future tax benefits have been fully offset by a 100% valuation allowance as management is unable to determine that it is more likely than not that this deferred tax asset will be realized.
OFF-BALANCE SHEET ARRANGEMENTS
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Off-Balance Sheet Arrangements
As of the date of this Annual Report, we doWe have not haveentered into any 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 areand would be considered material to investors.
GOING CONCERNRecent Accounting Pronouncements
On June 20, 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers, etc.). Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant-date under ASC718 and forgo revaluing the award after this date. The Company has chosen to early adopt this standard. There has been no material impact on our financial statements as a result of adopting this standard.
The independent auditors' report accompanying our March 31, 2016 and March 31, 2015Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statementsunless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been prepared "assumingissued that we will continue asmight have a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary coursematerial impact on its financial position or results of business.operations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable to smaller reporting companies.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ALTAIR INTERNATIONAL CORP.
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm | |
Report of Independent Registered Public Accounting Firm | 12 |
Consolidated Balance Sheets as of March 31, 2021 and 2020 | |
Consolidated Statements of Operations for the Years ended March 31, 2021 and 2020 | |
Consolidated Statement of Stockholders’ | |
Consolidated Statements of Cash Flows for the Years ended March 31, 2021 and 2020 | |
16 | |
Notes to the Consolidated Financial Statements |
10 |
MICHAEL GILLESPIE & ASSOCIATES, PLLC
CERTIFIED PUBLIC ACCOUNTANTS
10544 ALTON AVE NE
SEATTLE, WA 98125
206.353.5736
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
and Shareholders of Altair International Inc.Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Altair International Inc.Corp. (“the Company”) as of March 31, 2016 and 20152021, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the periods then ended. year ended March 31, 2021, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2021 and the results of its operations and its cash flows for the year ended March 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has incurred net losses since inception. This factor raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on thesethe Company’s financial statements based on our audit.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our auditsaudit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.misstatement, whether due to error or fraud. The companyCompany is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. OurAs part of our audit, included considerationwe are required to obtain an understanding of internal control over financial reporting, as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’sCompany’s internal control over financial reporting. Accordingly, we express no such opinion. An
Our audit also includesincluded performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements, assessingstatements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provideaudit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Accounting for Embedded Conversion Features on Notes Payable — Refer to Note 5 to the consolidated financial statements
Critical Audit Matter Description
The Company has issued several notes payable during the year with conversion rates that are adjustable at a discounted rate to public trading prices near the conversion date. The terms allow for variable amounts of shares to be converted for a set dollar value; this and other factors require the embedded conversion feature to be accounted for as a derivative and revalued at the conversion date or each period end if still outstanding. Calculations and accounting for the notes payable and embedded conversion features require management’s judgments related to initial and subsequent recognition of the debt and related features, use of a valuation model, and value of the inputs used in the selected valuation model.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to evaluating the Company’s accounting for notes payable and related accounts included the following, among others:
· | Confirmation of notes payable and related terms. |
· | Independent assessment of the appropriate valuation model for derivatives, performing independent calculations based on the model and comparing the Company’s results to a reasonable range as determined during the audit. |
· | Determining if there were unusual transactions related to notes payable and the appropriate accounting treatment for such transactions. |
· | Testing of substantially all transactions related to this matter. |
We have served as the Company’s auditor since 2021. Spokane, Washington | |
July 15, 2021 |
11 |
MICHAEL GILLESPIE & ASSOCIATES, PLLC
CERTIFIED PUBLIC ACCOUNTANTS
10544 ALTON AVE NE
SEATTLE, WA 98125
206.353.5736
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors & Stockholders’
Altair International Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Altair International Corp. as of March 31, 2020 and the related statements of operations, changes in stockholder’s deficit, cash flows, and the related notes (collectively referred to as “financial statements”) for the period then ended. In our opinion, subject to the condition noted in the following paragraph, the financial statements referred to above present fairly, in all material respects, the financial position of Altair International Inc. for the years endedCompany as of March 31, 2016 and 20152020 and the results of its operations and its cash flows for the yearsperiod then ended, in conformity with accounting principles generally accepted accounting principles in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #2 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note #2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/S/ MICHAEL GILLESPIE & ASSOCIATES, PLLC
We have served as the Company’s auditor since 2017.
Seattle, Washington
July 25, 2016June 1, 2020
ALTAIR INTERNATIONAL CORP. CONSOLIDATED BALANCE SHEETS | ||||||||
March 31, 2021 | March 31, 2020 | |||||||
ASSETS | ||||||||
Current Assets: | ||||||||
Cash | $ | 122,155 | $ | 26 | ||||
Prepaids | 10,000 | 1,789 | ||||||
Total Current Assets | 132,155 | 1,815 | ||||||
Advanced royalty payments | 25,000 | — | ||||||
10% ownership in Stonewall and Kingman properties | 75,000 | — | ||||||
Total Assets | $ | 232,155 | $ | 1,815 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
Current Liabilities: | ||||||||
Accounts payable | $ | 70,347 | $ | 8,186 | ||||
Loans payable, net of current portion | 24,155 | 14,165 | ||||||
Interest payable | 7,695 | 3,176 | ||||||
Convertible notes payable, net of $63,023 discount | 41,977 | — | ||||||
Loans payable – related party | — | 30,000 | ||||||
Derivative liability | 142,642 | — | ||||||
Total Current Liabilities | 286,816 | 55,527 | ||||||
Loans payable | 325,000 | — | ||||||
Total Liabilities | 611,816 | 55,527 | ||||||
Stockholders' Deficit: | ||||||||
Common Stock, $0.001 par value, 2,000,000,000 shares authorized; 550,027,235 and 496,732,553 shares issued and outstanding, respectively | 550,028 | 496,733 | ||||||
Common stock to be issued | 522,000 | — | ||||||
Additional paid in capital | 11,443,973 | 350,693 | ||||||
Accumulated deficit | (12,895,662 | ) | (901,138 | ) | ||||
Total Stockholders' Deficit | (379,661 | ) | (53,712 | ) | ||||
Total Liabilities and Stockholders' Deficit | $ | 232,155 | $ | 1,815 | ||||
The accompanying notes are an integral part of these consolidated financial statements. |
13 |
ALTAIR INTERNATIONAL CORP. CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||
For The Years Ended March 31, | ||||||||
March 31, 2021 | March 31, 2020 | |||||||
Operating Expenses: | ||||||||
Mining exploration expense | 215,786 | — | ||||||
Consulting | 3,913,870 | — | ||||||
Compensation – related party | 6,806,000 | — | ||||||
Director fees | 2,400 | — | ||||||
General and administrative | 171,504 | 3,451 | ||||||
Total operating expenses | 11,109,560 | 3,451 | ||||||
Loss from operations | (11,109,560 | ) | (3,451 | ) | ||||
Other Expense: | ||||||||
Interest expense | (170,462 | ) | (1,805 | ) | ||||
Impairment expense | (450,000 | ) | — | |||||
Loss on issuance of convertible debt | (79,130 | ) | — | |||||
Change in fair value | (143,686 | ) | — | |||||
Loss on settlement of debt | (41,686 | ) | — | |||||
Total other expense | (884,964 | ) | (1,805 | ) | ||||
Loss before provision for income taxes | (11,994,524 | ) | (5,256 | ) | ||||
Provision for income taxes | — | — | ||||||
Net Loss | $ | (11,994,524 | ) | $ | (5,256 | ) | ||
Loss per share, basic and diluted | $ | (0.02 | ) | $ | (0.00 | ) | ||
Weighted average shares outstanding, basic and diluted | 527,404,180 | 496,732,553 |
ALTAIR INTERNATIONAL CORP. | ||||||||||
BALANCE SHEETS | ||||||||||
AUDITED | ||||||||||
March 31, 2016 | March 31, 2015 | |||||||||
ASSETS | ||||||||||
Current Assets | ||||||||||
Cash | $ | 5,422 | $ | 200 | ||||||
Total current assets | 5,422 | 200 | ||||||||
Other Assets | ||||||||||
Advances and deposits | 360,000 | 240,000 | ||||||||
Sales and distribution licenses | 200,000 | 200,000 | ||||||||
Total assets | $ | 565,422 | $ | 440,200 | ||||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||||
Current Liabilities | ||||||||||
Accounts payable | $ | 320 | $ | 14,740 | ||||||
Promissory note | 100,000 | 27,778 | ||||||||
Loans payable | 40,525 | — | ||||||||
Interest payable | 21,000 | 10,000 | ||||||||
Derivative liability | 100,000 | 100,002 | ||||||||
Loans from shareholder | 244,374 | 353,425 | ||||||||
Total current liabilities | 506,219 | 505,945 | ||||||||
Total Liabilities | 506,219 | 505,945 | ||||||||
Stockholders' Equity (Deficit) | ||||||||||
Common Stock, $0.001 par value, 75,000,000 shares authorized;29,947,000 shares issued and outstanding at March 31, 2016 (29,645,000 at March 31, 2015) | 4,537 | 4,235 | ||||||||
Additional paid-in-capital | 297,260 | 32,556 | ||||||||
Accumulated deficit | (242,594 | ) | (102,536 | ) | ||||||
Total stockholders' equity (deficit) | 59,203 | (65,745 | ) | |||||||
Total liabilities and stockholders's equity (deficit) | $ | 565,422 | $ | 440,200 | ||||||
The accompanying notes are an integral part of these financial statements |
The accompanying notes are an integral part of these consolidated financial statements.
ALTAIR INTERNATIONAL CORP. CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT FOR THE YEARS ENDED MARCH 31, 2021 AND 2020 | ||||||||||||||||||||||||
Common Stock | Additional Paid in | Common Stock To be | Accumulated | |||||||||||||||||||||
Shares | Amount | Capital | Issued | Deficit | Total | |||||||||||||||||||
Balance, March 31, 2019 | 496,732,553 | $ | 496,733 | $ | 350,693 | $ | — | $ | (895,882 | ) | $ | (48,456 | ) | |||||||||||
Net loss | — | — | (5,256 | ) | (5,256 | ) | ||||||||||||||||||
Balance, March 31, 2020 | 496,732,553 | 496,733 | 350,693 | — | (901,138 | ) | (53,712 | ) | ||||||||||||||||
Shares issued for Officer services | 30,000,000 | 30,000 | 6,750,000 | — | — | 6,780,000 | ||||||||||||||||||
Shares issued for debt – former related party | 11,000,000 | 11,000 | 44,000 | — | — | 55,000 | ||||||||||||||||||
Shares issued for debt | 844,682 | 845 | 424,480 | — | — | 425,325 | ||||||||||||||||||
Shares issued for services | 11,450,000 | 11,450 | 3,709,800 | 72,000 | — | 3,793,250 | ||||||||||||||||||
Shares issued for acquisition | — | — | — | 450,000 | 450,000 | |||||||||||||||||||
Warrant expense | — | — | 165,000 | — | — | 165,000 | ||||||||||||||||||
Net loss | — | — | — | — | (11,994,524 | ) | (11,994,524 | ) | ||||||||||||||||
Balance, March 31, 2021 | 550,027,235 | $ | 550,028 | $ | 11,443,973 | $ | 522,000 | $ | (12,895,662 | ) | $ | (379,661 | ) |
The accompanying notes are an integral part of these consolidated financial statements.
ALTAIR INTERNATIONAL CORP. | ||||||||||
STATEMENTS OF OPERATIONS | ||||||||||
AUDITED | ||||||||||
Year ended March 31, 2016 | Year ended March 31, 2015 | |||||||||
Expenses | ||||||||||
Total General and Administrative expenses | $ | 29,330 | $ | 27,135 | ||||||
Derivative expense | — | 9,093 | ||||||||
Interest expense | 110,728 | 37,778 | ||||||||
Loss before income taxes | (140,058 | ) | (74,006 | ) | ||||||
Income taxes | — | — | ||||||||
Net loss | $ | (140,058 | ) | $ | (74,006 | ) | ||||
Loss per share - Basic and Diluted | $ | (0.005 | ) | $ | (0.002 | ) | ||||
Weighted Average Shares - Basic and Diluted | 29,796,760 | 29,645,000 | ||||||||
The accompanying notes are an integral part of these financial statements. |
ALTAIR INTERNATIONAL CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||
For the Years Ended March 31, | ||||||||
2021 | 2020 | |||||||
CASH FLOW FROM OPERATING ACTIVITIES: | ||||||||
Net loss | $ | (11,994,524 | ) | $ | (5,256 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Debt discount expense | 158,119 | — | ||||||
Stock based compensation | 10,738,250 | — | ||||||
Impairment expense | 450,000 | — | ||||||
Loss on settlement of debt | 41,686 | — | ||||||
Derivative liability expense | 222,816 | — | ||||||
Changes in Operating Assets and Liabilities: | ||||||||
Advances and deposits | (33,211 | ) | 356 | |||||
Accounts payable | 62,159 | 2,986 | ||||||
Accrued interest | 12,344 | 1,804 | ||||||
Net Cash Used in Operating Activities | (342,361 | ) | (110 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Payment for exploration earn in option | (75,000 | ) | — | |||||
Net Used in by Investing Activities | (75,000 | ) | — | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Proceeds from convertible notes payable | 224,500 | — | ||||||
Proceeds from loans payable | 334,990 | — | ||||||
Repayment of related party loan | (20,000 | ) | — | |||||
Net Cash Provided by Financing Activities | 539,490 | — | ||||||
Net Increase in Cash | 122,129 | (110 | ) | |||||
Cash at Beginning of Period | 26 | 136 | ||||||
Cash at End of Period | $ | 122,155 | $ | 26 | ||||
Cash paid during the period for: | ||||||||
Interest | $ | — | $ | — | ||||
Income taxes | $ | — | $ | — | ||||
Supplemental non-cash disclosure: | ||||||||
Related party (former) debt settled with common stock | $ | 13,314 | $ | — |
ALTAIR INTERNATIONAL CORP. | ||||||||||||||||||||
STATEMENTS OF STOCKHOLDERS' DEFICIT | ||||||||||||||||||||
AUDITED | ||||||||||||||||||||
Number of Common Shares | Amount | Additional Paid-In- Capital | Accumulated Deficit | Total | ||||||||||||||||
Balance at inception | — | $ | — | $ | — | $ | — | $ | — | |||||||||||
Common shares issued for cash at $0.001 on March 18, 2013 | 3,000,000 | 3,000 | — | 3,000 | ||||||||||||||||
Net loss for the period ended March 31, 2013 | (81 | ) | (81 | ) | ||||||||||||||||
Balance at March 31, 2013 | 3,000,000 | 3,000 | — | (81 | ) | 2,919 | ||||||||||||||
Common shares issued for cash at $0.02 in November and December, 2013 | 1,235,000 | 1,235 | 23,465 | 24,700 | ||||||||||||||||
Net loss for the year ended March 31, 2014 | (28,449 | ) | (28,449 | ) | ||||||||||||||||
Balance at March 31, 2014 | 4,235,000 | 4,235 | 23,465 | (28,530 | ) | (830 | ) | |||||||||||||
7 for 1 forward stock split effective February 9, 2015 | 25,410,000 | — | — | — | ||||||||||||||||
Net loss for the year ended March 31, 2015 | (74,006 | ) | (74,006 | ) | ||||||||||||||||
Common shares to be issued with Promissory Note | 9,091 | 9,091 | ||||||||||||||||||
Balance at March 31, 2015 | 29,645,000 | $ | 4,235 | $ | 32,556 | $ | (102,536 | ) | $ | (65,745 | ) | |||||||||
Common shares issued for cash | 302,000 | 302 | 264,704 | 265,006 | ||||||||||||||||
Net loss for the period ended March 31, 2016 | (140,058 | ) | (140,058 | ) | ||||||||||||||||
Balance at March 31, 2016 | 29,947,000 | $ | 4,537 | $ | 297,260 | $ | (242,594 | ) | $ | 59,203 | ||||||||||
The accompanying notes are an integral part of these financial statements. |
The accompanying notes are an integral part of these consolidated financial statements.
ALTAIR INTERNATIONAL CORP. | ||||||||||||||
STATEMENTS OF CASH FLOWS | ||||||||||||||
AUDITED | ||||||||||||||
Year ended March 31, 2016 | Year ended March 31, 2015 | |||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||||
Net (loss) | $ | (140,058 | ) | $ | (74,006 | ) | ||||||||
Adjustments to reconcile net loss to net cash used in operating activities | ||||||||||||||
Changes in: | ||||||||||||||
Accounts payable | (14,420 | ) | 12,740 | |||||||||||
Interest payable | 11,000 | 10,000 | ||||||||||||
Debt discount | 72,221 | 27,780 | ||||||||||||
(71,257 | ) | (23,486 | ) | |||||||||||
CASH FLOWS FOR INVESTING ACTIVITIES | ||||||||||||||
Acquisition of distribution and sales license | — | (200,000 | ) | |||||||||||
Advances and deposits | (120,000 | ) | (240,000 | ) | ||||||||||
(120,000 | ) | (440,000 | ) | |||||||||||
CASH FLOW FROM FINANCING ACTIVITIES | ||||||||||||||
Proceeds from loan from shareholder | (109,052 | ) | 347,025 | |||||||||||
Proceeds from Promissory Note | — | 100,000 | ||||||||||||
Proceeds from Loans | 40,525 | — | ||||||||||||
Proceeds from issuance of common stock | 265,006 | 9,091 | ||||||||||||
196,479 | 456,116 | |||||||||||||
NET INCREASE IN CASH AND CASH EQUIVALENTS | 5,222 | (7,370 | ) | |||||||||||
CASH AND CASH EQUIVALENTS | ||||||||||||||
Beginning of year | 200 | 7,570 | ||||||||||||
End of year | $ | 5,422 | $ | 200 | ||||||||||
Supplemental disclosures of cash flow information | ||||||||||||||
Taxes paid | $ | — | $ | — | ||||||||||
Interest paid | $ | — | $ | — | ||||||||||
The accompanying notes are an integral part of these financial statements. |
ALTAIR INTERNATIONAL CORP.
NOTES TO THE FINANCIAL STATEMENTSNotes to the Consolidated Financial Statements
MARCHMarch 31, 2016 AND MARCH 31, 20152021
AUDITED
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. The Company is in the development stage as defined under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915-205 "Development-Stage Entities.”
Mining Lease
The Company hasis currently engaged in identifying and assessing new business opportunities. In this regard, the Company entered into a strategic allianceMining Lease effective August 3, 2020 with Cure Pharmaceutical CorporationOliver Geoservices LLC (“CURE”OGS”), under which the Company received an exclusive lease to mine certain unpatented lode mining claims known as the Walker Ridge located in Elko County, Nevada for a California company engagedperiod of five years. The lease can be extended for an additional twenty years if certain extension payments are made within the term of the lease. The Company made an initial payment of $25,000 to secure the lease and is required to make advance royalty payments to maintain its exclusivity commencing January 31, 2021, starting at $25,000 and increasing in the development of oral thin film (“OTF”)$25,000 increments each year for the delivery of nutraceutical, over-the-counter and prescription products. Currently this alliance is comprised of an Exclusive License and Distribution Agreement for CURE’s Sildenafil (commonly knowninitial five-year term to $100,000 as Viagra) Products throughout Asia, Brazil,well as issuing common shares to OGS in accordance with the Middle East and Canada acquired at a cost of $200,000 while a Joint Venture Agreement for the procurement of converting and packaging equipment specific for oral thin film products has been proposed through a Letter of Intent. following schedule.
On or before December 1, 2021 | 500,000 common shares |
On or before December 1, 2022 | 500,000 common shares |
On or before December 1, 2023 | 750,000 common shares |
On or before December 1, 2024 | 750,000 common shares |
In addition, Altaira 3% net smelter fee royalty is payable on all mineral production from the leased property. The foregoing description of the Agreement does not purport to be complete and Cure have agreedis qualified in its entirety by reference to enter into further joint ventures or other business relationships for the purpose of completing the development and marketing of additional products, and for license and distribution agreements for additional Cure products suchAgreement which was filed as aspirin, sleep-aid, topical muscle and joint pain relief, and electrolytes delivered through OTF or other methods. Altair has advanced $360,000Exhibit 1.01 to CURE in this regard.a Form 8-K dated August 14, 2020.
The Company had previously planned to commence operations in the architectural fieldenter into license and to be responsibledistribution agreements for the concept architectural vision of future private and public buildings as well as municipal organized public areas.oral thin film nutraceutical products. This plan was abandoned in the 20152017 fiscal year as the Company was unable to obtain the working capital required to bring the products to market.
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.
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.
17 |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.
Concentrations of Credit Risk
We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.
Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the years ended March 31, 2021 or 2020.
Principles of Consolidation
The accompanying consolidated financial statements for the year ended March 31, 2021, 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 approximates the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.
The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of March 31, 2021:
Description | Level 1 | Level 2 | Level 3 | |||||||||||
Derivative | $ | — | $ | — | $ | 142,642 | ||||||||
Total | $ | — | $ | — | $ | 142,642 |
Income taxes
The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in favorwhich the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.
The Company adopted section 740-10-25 of the business operations described above.FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.
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Since inception (December 20, 2012) throughStock-based Compensation
In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. We adopted this ASU on January 1, 2019. The adoption of ASU 2018-07 did not have a material impact on our consolidated financial statements.
Basic and Diluted Earnings Per Share
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. As of March 31, 20162021 the Company hasdoes not generatedhave any revenue and has accumulated losses of $242,594.
potentially dilutive shares.
Recent Accounting Pronouncements
On June 20, 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers, etc.). Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant-date under ASC718 and forgo revaluing the award after this date. The Company has chosen to early adopt this standard. There has been no material impact on our financial statements as a result of adopting this standard.
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 23 - GOING CONCERN
The Company’s financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $242,594 $12,895,662 as of March 31, 20162021 ($11,116,250 of the accumulated deficit is non-cash stock-based compensation and furtherexpense). 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 to obtainobtaining 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, and loans from directorsthird 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 – SIGNIFICANT TRANSACTION
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BasisOn March 19, 2021, the Company, through its newly formed Nevada subsidiary, EV Lithium Solutions, Inc., entered into an Asset Purchase Agreement with CryptoSolar LTD, a company formed under the laws of Presentationthe United Kingdom, that has energy storage technology for a variety of industries, including electric vehicles, to be used in place of traditional batteries that rely upon chemical reactions rather than an electric field for higher energy output and a longer life than traditional batteries. The Company purchased a battery technology for solid-state lithium batteries and prototypes. No liabilities were assumed. Under the terms of the Asset Purchase Agreement, CryptoSolar received 2,500,000 shares of Altair’s common stock at the closing of the transaction and will receive up to 900,000 additional shares of common stock in connection with the successful commercial development of the scaled-up EV battery prototype and 20% of the net profits from all products sold by Altair incorporating or based upon the assets acquired from CryptoSolar. In addition, Altair International entered into a five-year Consulting Agreement with the sole founder of CryptoSolar LTD, Andreas Tapakoudes, under which he will receive a consulting fee of $4,000 per month to develop a commercial lithium battery and a manufacturing facility for its commercial production.
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in2,500,000 shares issued were valued at $0.18 per share, the United Statesclosing stock price on the date of America, and pursuantgrant, for total non-cash expense of $450,000. The Company determined that it was unable to substantiate the rules and regulationsactual fair value of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consistingtechnology that was acquired so has chosen to expense the full amount 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 years ending March 31, 2016 and 2015.$450,000.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.
The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At March 31, 2016 the Company's bank deposits did not exceed the insured amounts.
Basic and Diluted Income (Loss) Per Share
The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
Income TaxesNOTE 5 – CONVERTIBLE NOTES PAYABLE
A summary of the Company’s convertible notes as of March 31, 2021 is presented below:
Note Holder | Date | Maturity Date | Interest | Balance March 31, 2020 | Additions | Conversions | Balance March 31, 2021 | |||||||||||||||||||
Williams Ten, LLC (1) | 5/11/2020 | 5/11/2021 | 8 | % | — | $ | 15,000 | $ | (15,000 | ) | $ | — | ||||||||||||||
EROP Capital, LLC (2) | 5/13/2020 | 5/13/2021 | 8 | % | — | 20,000 | �� | (20,000 | ) | — | ||||||||||||||||
Thirty 05, LLC (1) | 5/18/2020 | 5/18/2021 | 8 | % | — | 17,500 | — | 17,500 | ||||||||||||||||||
EROP Capital, LLC (2) | 6/5/2020 | 6/5/2021 | 8 | % | — | 10,000 | (10,000 | ) | — | |||||||||||||||||
EROP Capital, LLC (2) | 7/16/2020 | 7/16/2021 | 8 | % | — | 7,500 | (7,500 | ) | — | |||||||||||||||||
EROP Capital, LLC (2) | 8/14/2020 | 8/14/2021 | 8 | % | — | 12,500 | (12,500 | ) | ||||||||||||||||||
Thirty 05, LLC (3) | 8/14/2020 | 8/14/2021 | 8 | % | — | 12,500 | — | 12,500 | ||||||||||||||||||
EROP Capital, LLC (2) | 8/27/2020 | 8/27/2021 | 8 | % | — | 7,500 | (7,500 | ) | — | |||||||||||||||||
EROP Capital, LLC (1) | 9/30/2020 | 9/30/2021 | 8 | % | — | 10,000 | (10,000 | ) | — | |||||||||||||||||
EROP Capital, LLC (1) | 12/3/2020 | 12/3/2021 | 8 | % | — | 7,000 | (7,000 | ) | — | |||||||||||||||||
EROP Capital, LLC (1) | 12/7/2020 | 12/7/2021 | 8 | % | — | 30,000 | (30,000 | ) | — | |||||||||||||||||
Thirty 05, LLC (3) | 12/31/2020 | 12/20/2021 | 8 | % | — | 75,000 | — | 75,000 | ||||||||||||||||||
Total | $ | — | $ | 224,500 | $ | (119,500 | ) | $ | 105,000 | |||||||||||||||||
Less Discount | (63,023 | ) | ||||||||||||||||||||||||
Total | $ | 41,977 |
Total accrued interest on the above Notes as of March 31, 2021, was $3,339.
(1) | the Note holder has the right to convert all or a portion of the outstanding balance of the Note into common shares of the Company at a rate of the lesser of (i) $0.25 or (ii) 80% of the lowest closing bid price of the common stock in the 15 days prior to conversion. |
(2) | On notice, the Note holder has the right to convert all or a portion of the outstanding balance of the Note into common shares of the Company at a rate of the lesser of (i) $0.25 or (ii) 70% of the lowest closing bid over the prior five trading days prior to conversion. |
(3) | On notice, the Note holder has the right to convert all or a portion of the outstanding balance of the Note into common shares of the Company at a rate of the lesser of (i)$0.25 or 70% of the lowest closing bid price of the common stock in the 15 days prior to conversion. |
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A summary of the activity of the derivative liability for the notes above is as follows:
Balance at March 31, 2020 | $ | — | ||
Increase to derivative due to new issuances | 198,322 | |||
Decrease to derivative due to conversion/repayments | (199,366 | ) | ||
Derivative loss due to mark to market adjustment | 143,686 | |||
Balance at March 31, 2021 | $ | 142,642 |
A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy as of March 31, 2021 is as follows:
Inputs | March 31, 2021 | |||
Stock price | $ | 0.1547 | ||
Conversion price | $ | .0973 | ||
Volatility (annual) | 518.04% - 159.93% | |||
Risk-free rate | .01 - .06 | |||
Dividend rate | — | |||
Years to maturity | .13 - .75 |
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 | ||||
Stock price (1) | $ | .4112 - .43 | ||
Conversion price (2) | $ | .145 - .147 | ||
Volatility (annual) | 183.27 – 470.97 | |||
Risk-free rate | .05 | |||
Dividend rate | — | |||
Years to maturity | .27 - .89 |
NOTE 6 – LOANS PAYABLE
A summary of the Company’s loans payable as of March 31, 2021 is presented below:
Note Holder | Date | Maturity Date | Interest | Balance March 31, 2020 | Additions | Balance March 31, 2021 | ||||||||||||||||
Third party | 8/24/2020 | 8/24/2021 | 0 | % | 14,165 | $ | — | $ | 14,165 | |||||||||||||
Byron Hampton | 8/24/2020 | 8/24/2021 | 8 | % | — | 9,990 | 9,990 | |||||||||||||||
Byron Hampton | 12/22/2020 | 12/22/2021 | 8 | % | — | 5,000 | 5,000 | |||||||||||||||
Byron Hampton | 12/30/2020 | 12/30/2021 | 8 | % | — | 20,000 | 20,000 | |||||||||||||||
EROP Enterprises, LLC | 12/29/2020 | 12/29/2022 | 6 | % | — | 100,000 | 100,000 | |||||||||||||||
EROP Enterprises, LLC | 2/1/2021 | 12/29/2022 | 6 | % | — | 100,000 | 100,000 | |||||||||||||||
EROP Enterprises, LLC | 3/8/2021 | 3/8/2022 | 6 | % | — | 100,000 | 100,000 | |||||||||||||||
Total | $ | 14,165 | $ | 334,990 | $ | 349,155 |
Total accrued interest on the above notes payable as of March 31, 2021 was $4,356.
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NOTE 7 – COMMON STOCK
On September 1, 2020, the Company entered into a service agreement with Oliver Geoservices LLC for a term of one year. Per the terms of the agreement the Company will issue them 300,000 shares of common stock per month. In addition, they received 150,000 shares of common stock for services provided prior to the execution of the service agreement. As of March 31, 2021, Oliver Geoservices LLC received 1,950,000 shares of common stock for total non-cash expense of $401,250. In addition, 300,000 shares have not yet been issued by the transfer agent and have been disclosed on the balance sheet as common stock to be issued of $72,000. All shares were valued at the closing stock price on the date of grant.
On December 9, 2020, the Company entered into two separate service agreements with Paul Pelosi to be a member of the Company’s advisory board. Both agreements are for a term of one year. Per the terms of the agreements the Company will issue Mr. Pelosi a total of 6,000,000 shares of common stock. 50% of the shares are to be issued and earned immediately with the other 50% issued and earned on June 30, 2021. The initial 3,000,000 shares were valued at the closing stock price on the date of grant for total non-cash expense of $870,000.
On December 14, 2020, the Company entered into a service agreement with Adam Fishman to be a member of the Company’s advisory board for a term of one year. Per the terms of the agreements the Company will issue Mr. Fishman 5,000,000 shares of common stock. 50% of the shares are to be issued and earned immediately with the other 50% issued and earned on June 30, 2021. The initial 2,500,000 shares were valued at the closing stock price on the date of grant for total non-cash expense of $750,000.
On February 6, 2021, the Company issued 2,000,000 shares of common stock to a service provider. The shares were valued at $0.47, the closing stock price on the date of grant, for total non-cash stock compensation expense of $940,000.
On February 11, 2021, the Company issued 2,000,000 shares of common stock to St. Georges Eco-Mining Corp pursuant to the terms of its binding term sheet with St. Georges Eco-Mining Corp. The shares were valued at $0.38, the closing stock price on the date of grant, for total non-cash stock compensation expense of $760,000.
During the year ended March 31, 2021, EROP Enterprises LLC, converted $104,500 and $3,579 of principal and interest, respectively, into 734,820 shares of common stock.
During the year ended March 31, 2021, Williams Ten, LLC, converted $15,000 and $930 of principal and interest, respectively, into 109,862 shares of common stock.
Refer to Note 9 for common stock issued to related parties.
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NOTE 8 – WARRANTS
On October 15, 2020, the Company entered into a service agreement with a third party for a term of six months. Per the terms of the agreement the party was granted 1,000,000 warrants to purchase shares of common stock. The warrants vested on April 15, 2021.
The warrants have an exercise price of $0.25 and expire in three years. The aggregate fair value of the warrants totaled $180,000 based on the Black Scholes Merton pricing model using the following estimates: stock price of $0.18, exercise price of $0.25, 1.57% risk free rate, 735.46% volatility and expected life of the warrants of 3 years. The value of the warrants is being amortized to expense over the six-month term of the agreement. During the year ended March 31, 2021, the Company followsrecognized $165,000 of the expense.
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, 2020 | — | $ | — | $ | — | $ | — | |||||||||||
Issued | 1,000,000 | $ | 0.25 | $ | 0.18 | |||||||||||||
Exercised | — | $ | — | $ | — | |||||||||||||
Expired | — | $ | — | $ | — | |||||||||||||
Outstanding, March 31, 2021 | 1,000,000 | $ | 0.25 | $ | 0.18 | $ | — | |||||||||||
Exercisable, March 31, 2021 | — | $ | — | $ | — | $ | — |
Range of Exercise Prices | Number Outstanding 3/31/2021 | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | |||||||||||
$0.25 | 1,000,000 | 2.54 years | $0. 25 |
The aggregate intrinsic value represents the total pretax intrinsic value, based on warrants with an exercise price less than the Company’s stock price as of March 31, 2021, which would have been received by the warrant holder had the warrant holder exercised their warrants as of that date.
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NOTE 9 – RELATED PARTY TRANSACTIONS
On September 29, 2017, a Promissory Note (the “Note”) in the principal amount of $45,000 was issued to Alan Smith the Company’s former sole officer and director for loans made to the Company in prior periods. The Note was unsecured and bore interest at 6% per annum. The Note matured March 31, 2018. On June 29, 2018, the Company made a partial payment of $15,000 on the Note. The balance of the Note including principal and interest was repaid through a cash payment of $20,000 and the issuance of 11,000,000 common shares valued at $0.005 per share in the three-month period ended June 30, 2020.
On April 10, 2018, the Company agreed to pay the former sole officer and director of the Company $2,500 per month for a period of 4 months for the provision of management and financial services. On September 1, 2018, the Company agreed to extend this contract on a month-to-month basis at the existing rate of $2,500 per month. $22,500 was paid and $5,000 accrued as payable to February 28, 2019 when the agreement was terminated. The payable amount was paid in the three-month period ended June 30, 2020.
On April 29, 2020 the Company entered into a General Services Agreement with Alan Smith, a director and the Company’s sole officer for the performance of duties of a CEO including the provision of management and financial services. The Agreement commenced May 1, 2020 and was to remain in full force and effect until December 31, 2020. Under the terms of the Agreement, Alan Smith received the following compensation:
i) | A monthly fee of $2,500; |
ii) | Payment of past fee accruals in cash in the amount $5,000; |
iii) | Settlement of the of the outstanding balance of the Promissory Note due to Alan Smith in the amount of $30,000 plus accrued interest through the payment of $20,000 in cash and the issuance of 11,000,000 common shares at $0.005 per share. |
On September 1, 2020 Mr. Smith notified the Company of his need to resign from his positions with the Company for health reasons. The General Services Agreement was therefore terminated.
During the year ended March 31, 2021, Company issued 4,000,000 common shares to Mr. Leonard Lovallo for his role as an independent member of the Company’s Board of Directors. The shares were valued at $0.005, the closing stock price on the date of grant, for total non-cash stock compensation expense of $20,000. Mr. Lovallo was also issued 26,000,000 common shares for his role as Chief Executive Office and President of the Company. The shares were valued at $0.26, the closing stock price on the date of grant, for total non-cash stock compensation expense of $6,760,000.
NOTE 10 - INCOME TAX
Deferred taxes are provided on a liability method of accounting for income taxes. Under this method,whereby deferred income tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Fair Value of Financial Instruments
FASB ASC 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1: defined as observable inputs such as quoted prices in active markets;
Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The carrying amounts of financial assets and liabilities, such as cash and accrued liabilities approximate their fair values because of the short maturity of these instruments.
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 disclosuretheir tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of contingentmanagement, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities atare adjusted for the effects of changes in tax laws and rates on the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.enactment. The U.S. federal income tax rate is 21%.
The provision for Federal income tax consists of the following March 31:
NOTE 4 – PROMISSORY NOTE
2021 | 2020 | |||||||
Federal income tax benefit attributable to: | ||||||||
Current Operations | $ | 3,118,600 | $ | 1,400 | ||||
Less: valuation allowance | (3,118,600 | ) | (1,400 | ) | ||||
Net provision for Federal income taxes | $ | — | $ | — |
OnThe cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:
2021 | 2020 | |||||||
Deferred tax asset attributable to: | ||||||||
Net operating loss carryover | $ | 1,965,000 | $ | 234,300 | ||||
Less: valuation allowance | (1,965,000 | ) | (234,300 | ) | ||||
Net deferred tax asset | $ | — | $ | — |
At March 6, 2015,31, 2021, the Company executedhad net operating loss carry forwards of approximately $1,965,000 that maybe offset against future taxable income. No tax benefit has been reported in the March 31, 2021 or 2020 financial statements since the potential tax benefit is offset by a convertible promissory note for $100,000 with Williams Ten, LLC. The note was due in ninety days, has a $10,000 one-time interest payment due at maturity and requires the issuance of 10,000 shares of common stock. Any unpaid principal and interest at the endvaluation allowance of the term is convertible into shares of common stock at 50%same amount.
Due to the change in ownership provisions of the average closing priceTax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.
ASC Topic 740 provides guidance on the ten days prioraccounting for uncertainty in income taxes recognized in a company’s financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the endtechnical merits of the term ofposition. If the note. The fair value ofmore-likely-than-not threshold is met, a company must measure the common stock issued was determinedtax position to be $9,091 based on its fair value relativedetermine the amount to recognize in the fair value of the debt issued. This amount has been recorded as a debt discount and was amortized utilizing the interest method of accretion over the term of the note. In addition, due to the variable nature of the conversion feature which has no explicit limit on the number of shares that could be required to be issued, the company bifurcated the conversion feature and accounted for it as a derivative liability. financial statements.
The Company recordedincludes interest and penalties arising from the derivative liability at its fair valueunderpayment of $100,004 based onincome taxes in the Black Scholes Merton pricing model and a corresponding debt discountstatements of $90,909 and derivative expense charge of $9,095.operations in the provision for income taxes. As of March 31, 2016, $100,000 of the debt discount has been amortized to interest expense and2021, the Company fair valued the derivative at $100,000. This Note is currently past due; however repayment terms are being renegotiated.
On May 26, 2015, the Company executed a Promissory Note for $50,000 with Sareja Holdings, LLC. The note is due in thirty days, has a 10% per annum interest rate and requires the issuance of 50,000 shares of common stock. The fair value of the 50,000 shares of common stock issued was determined to be $25,000 based on its fair value relative to the fair value of the debt issued. This amount has been recorded as a debt discount and was amortized utilizing the interest method of accretion over the term of the note. As of March 31, 2015, $25,000 of the debt discount has been amortized to interest expense. On November 24, 2015, the company converted the $50,000 principle and $2,506 ofhad no accrued interest into 50,000 shares of common stock satisfying the debt in full.
or penalties related to uncertain tax positions.
NOTE 5 – COMMON STOCK
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The Company has 75,000,000 common shares authorized with a par value of $0.001 per share.
During the period December 20, 2012 (inception) to March 31, 2013, the Company sold a total of 3,000,000 shares of common stock for total cash proceeds of $3,000. In November and December 2013, the Company sold a total of 1,235,000 shares of common stock for total cash proceeds of $24,700. During the period December 20, 2012 (inception) to March 31, 2014, the Company sold a total of 4,235,000 shares of common stock for total cash proceeds of $27,700.
On February 9, 2015, the Company affected a seven for one forward split of its common stock. As a result of this forward split, the Company had 29,645,000 common shares issued and outstanding at March 31, 2015.
During the twelve month period ended March 31, 2016, the Company sold a total of 302,000 common shares for total cash consideration of $265,006. The Company had 29.947,000 common shares issued and outstanding at March 31, 2016.
NOTE 6 – RELATED PARTY TRANSACTIONS
Since inception through March 31, 2016 Directors have loaned the Company $244,374 to pay for incorporation costs, general and administrative expenses and professional fees, the acquisition of sales and distribution licenses and advances to Cure Pharmaceutical. As of March 31, 2016, total loan amount was $244,374 ($353,425 on March 31, 2015). The loan is non-interest bearing, due upon demand and unsecured.
NOTE 711 – SUBSEQUENT EVENTS
The Promissory Note due to Williams Ten, LLC disclosed in Note 4 was not repaid on June 6, 2015 as required by the terms of the Note and remains outstanding as of June 10, 2016.
In accordance with ASC 855-10,SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the Company has analyzed its operations from March 31, 2016date that the financial statements were available to July 25, 2016be issued and has determined that it does not have any further material subsequent events to disclose in these financial statements.statements other than the following.
On April 23, 2021, the Company issued to EROP Enterprises LLC a convertible promissory note (the “Note”) in the principal amount of $400,000 bearing annual interest at 8% and due in 12 months from the date of the Note. The Company used $304,268 of the Note to repay the three prior secured promissory notes and accrued interest under those notes issued by Altair to EROP Enterprises LLC dated March 8, 2021, February 2, 2021 and December 29, 2020 that were secured by the Walker Ridge claims and project that Altair purchased under a Mining Lease dated August 14, 2020 between Altair and Oliver Geoservices LLC involving Altair’s right to mine certain property in Nevada for a period of five years that can be extended for an additional twenty years if a certain extension payment are made within the term of the lease as more fully described in the Form 8-K filed August 18, 2020 by Altair. The conversion price under the Note will be the lesser of $.25 or 80% of the lowest closing bid over the prior five trading days prior to conversion.
On April 28, 2021. The Company amended its Advisory Board Member Agreement with Adam Fishman. Per the terms of the amendment Mr. Fishman will receive an additional 500,000 shares of common stock as a bonus for services performed.
Subsequent to March 31, 2021, the Company granted 9,391,500 shares of common stock for services.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.The Board of Directors, approved the engagement of Fruci & Associates II, PLLC to replace Jorgensen & Co. as the auditor of Altair International effective April 14, 2021. Jorgensen & Co. was engaged as Altair International's certifying accountant on August 5, 2020 and has not audited any of Altair International’s financial statements. During the registrant's three interim periods since Jorgensen & Co. was engaged, there have been no disagreements with Jorgensen & Co. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K), if not resolved to the satisfaction of Jorgensen & Co., would have caused Jorgensen & Co.to make a reference to the subject matter of such disagreement in connection with its upcoming report for the registrant’s fiscal year ended March 31, 2021, and there occurred no events as defined in Item 304(a)(1)(v) of Regulation S-K.
ITEM 9A(T).9A. CONTROLS AND PROCEDURESPROCEDURES.
Management’s Report on Disclosure Controls and Procedures
OurDuring the fourth quarter of the year ended March 31, 2021, we carried out an evaluation, under the supervision and with the participation of our management, is responsible for establishingincluding our principal executive officer and maintaining a systemprincipal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in RuleExchange Act Rules 13a-15(e) and 15d-15(e) under). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the Exchange Act) that is designedend of the period covered in this report, our disclosure controls and procedures were ineffective to ensure that information required to be disclosed by us in the reports that we file or submitfiled 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. Disclosure controlsforms and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’sour management, including itsour principal executive officer or officers and principal financial officer, or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
AnOur 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 was conductedof controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. In addition, we engaged accounting consultants to assist in the preparation of our financial statements. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.
Management’s Report on Internal Control over Financial Reporting
Internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is a process designed by, or under the supervision of, our principal executive and principal financial officers, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The management is responsible for establishing and maintaining adequate internal control over our financial reporting. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting using the designInternal Control – Integrated Framework (2013) developed by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our Chief Executive Officer and operation ofChief Financial Officer have concluded that our disclosure controls and proceduresinternal control over financial reporting was not effective as of March 31, 2016. Based2021.
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. |
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Inherent limitations on that evaluation, oureffectiveness 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 concluded that our disclosure controlsduties, scale of organization, and procedures were effective aspersonnel 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 such dateits 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 ensure that information requireddesign into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be disclosedeffective 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 reports that we filedegree of compliance with the policies or submit under the Exchange Act, is recorded, processed, summarizedprocedures may deteriorate.
Changes in Internal Control and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there wasFinancial Reporting
There has been no change in our internal control over financial reporting duringidentified in connection with our evaluation we conducted of the fiscal year period endedeffectiveness of our internal control over financial reporting as of March 31, 20162021, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART III
Item 10. Directors, Executive Officers Promoters and Control Persons of the CompanyCorporate Governance
DIRECTORS AND EXECUTIVE OFFICERSDirectors and Executive Officers
The name, age and titlesnames of our director and executive officerofficers as of March 31, 2021, their ages, positions, and director is as follows:biographies are set forth below. Our executive officers are appointed by, and serve at the discretion of, our board of directors.
Name and Address of Executive Officer and/or Director | Age | Position | ||
Alan 6501 Scottsdale, AZ 85254 | 70 | Former President, Treasurer, Secretary and Director (Principal Executive, Financial and Accounting Officer) | ||
Leonard Lovallo 6501 E Greenway Pkwy #103-412 Scottsdale, AZ 85254 | 38 | CEO and Director | ||
Ramzi Khoury 6501 E Greenway Pkwy #103-412 Scottsdale, AZ 85254 | 64 | Independent Director |
Effective October 16, 2014, Homero Giovanni Penaherrera Zavala (“Mr. Zavala”) resigned from his positions as the current President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director of the Company. Mr. Zavala’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, practices, or otherwise.
Alan Smith
On October 16, 2014, Alan Smith (“Mr. Smith”) was appointed to serve as the Company’s President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Director of the Company to serve until the next annual meeting or until his successor is duly appointed. On October 16, 2014, Mr. Smith accepted such appointment. Mr. Smith owns 70.12% of the outstanding shares of our common stock.
During the past five years, Alan Smith, as President and CEO of Avid Management Corporation and Evolution Equities Corporation, has provided independent financial consulting services to a variety of startup and development stage companies in the technology, resource and consumer products sectors. These services have included corporate reorganizations and restructuring, the development of internal systems and controls and assistance with financing in both the private and public markets. On September 25, 2014, Mr. Smith was appointed to act as a Director of Univest Tech, Inc. (UVST), a publicly held Colorado Corporation. Mr. Smith resigned from all positions with UVST on February 6, 2015. From March 2014, Mr. Smith has acted as an officer and director of Mountain High Acquisitions Corp. (MYHI), a publicly held Colorado corporation. Additionally, Mr. Smith has been an active investor in a number of startup ventures while managing his own personal equity portfolio.Mr. Smith is a Chartered Accountant and has provided audit, tax and financial consulting services to a wide variety of small to medium sized companies during his 35 year career. During this period, Mr. Smith became known for his proficiency in negotiating highly advantageous acquisitions, reorganizing operations, improving efficiencies, and establishing financial controls. The primary focus of Mr. Smith’s career however, has been the successful restructuring of companies in transition and leading the development of business plans to assist them in procurement of short to medium term financing, many through public offerings.Mr. Smith obtained his Chartered Accountant designation in 1978 from the Institute of Chartered Accountants of Ontario. He was also a member of the Institute of Chartered Accountants of British Columbia from 1980 until his retirement in 1999. Additionally, Mr. Smith earned a Master’s Degree in Business AdministrationMBA in 1975 from Queen’s University at Kingston, Ontario and a Bachelor of Applied Science (Civil Engineering) in 1973, also from Queen’s University.
DuringLeonard Lovallo
On May 5, 2020, the pastBoard of Directors appointed Leonard Lovallo (“Mr. Lovallo”) as a new independent member of the Board. Mr. Lovallo received 4,000,000 shares of the Company’s common stock for his role as an independent member of the Board.
On August 31, 2020, the Board of Directors appointed Mr. Lovallo as the new CEO
Mr. Lovallo, 38, is Managing Member of Millennial Investments, LLC, a consulting firm that he controls, through which he has, since 2014, assisted public and private companies in the areas of mergers, acquisitions, debt restructuring, equity investments and corporate governance. Mr. Lovallo graduated from the State University of New York (Buffalo) with a BA in psychology. The Company believes that the business experience of Mr. Lovallo with the growth and financial structuring of public and private companies qualifies him to be a valuable member of the Board.
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Ramzi Khoury
On February 8, 2021, the Board of Directors of the registrant appointed Ramzi Khoury, age 64, as a member of the Board of Directors of the Company to fill a vacancy on its Board of Directors. Since 2011, Ramzi Khoury has served as CEO of Forinstrats Limited, a company formed under the laws of the United Kingdom. Prior to this Mr. Khoury has been employed with a number of multinational companies, including Hampton International in London; Gillette International in Boston, and MBM-Kellogg Brown & Root, Oil & Gas Division, in Abu Dhabi. Mr. Khoury graduated from American University of Beirut with a BBA in Business Administration. In connection with his being appointed as a member of the Board of Directors of the registrant, Mr. Khoury is receiving 3,000,000 shares of the registrant’s common stock to vest 2,000,000 upon appointment to the Board of Directors and 1,000,000 upon Altair International acquiring a company with a value in excess of $500,000 and $2,500 each month for which he serves as a member of the Board of Directors. Altair International believes that Mr. Khoury’s international business experience makes him qualified to be a member of its Board of Directors.
Indemnification of Directors and Officers
Our Articles of Incorporation and Bylaws both provide for the indemnification of our officers and directors, to the fullest extent, permitted by Nevada law.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and persons who own more than ten years, Mr. Smith haspercent of our common stock, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock. Officers, directors and ten-percent or greater beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based upon a review of those forms and representations regarding the need for filing for the year ended March 31, 2021, we believe all necessary forms have been filed.
Involvement in Certain Legal Proceedings
Our directors and executive officers have not been the subject topersonally involved in any of the following events:events during the past ten years:
● | any conviction in a criminal proceeding or being subject to a pending criminal | |
● | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, | |
● | being found by a court of competent jurisdiction | |
● | being subject of, or a party to, any Federal or | |
● | being subject of or |
AUDIT COMMITTEE
We do not have an audit committee financial expert.
We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations at the present time, we believe the services of a financial expert are not warranted.
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ITEM 11. EXECUTIVE COMPENSATION
The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal period from our incorporation on December 20, 2012 toperiods ended March 31, 2016.
2021 and 2020.
SUMMARY COMPENSATION TABLE
Summary Compensation Table
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There are no current employment agreements between the company and its officer.
AsThe following table provides information as to cash compensation of all executive officers of the Company, for each of the Company’s last two fiscal years.
SUMMARY COMPENSATION TABLE | ||||||||||||||||||||||||||||||||||||
Nonqualified | ||||||||||||||||||||||||||||||||||||
Non-Equity | Deferred | |||||||||||||||||||||||||||||||||||
Stock | Option | Incentive Plan | Compensation | All Other | ||||||||||||||||||||||||||||||||
Name and | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Total | ||||||||||||||||||||||||||||
principal position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||||||||||||
Alan Smith, | 2021 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||
Former President, Secretary and Treasurer | 2020 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||
Leonard Lovallo | 2021 | $ | 12,000 | $ | 0 | $ | 6,780,000 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | ||||||||||||||||||||
CEO and Director | 2020 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 |
Outstanding Equity Awards at Fiscal Year End. There were no outstanding equity awards as of March 31, 2016, we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control.
2021.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table provides certain information regarding the ownership of our common stock, as of June XX, 2016 and as of the date of the filing of this annual report by:
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Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership |
Percentage |
Common Stock | Alan Smith 6501 E Greenway Pkwy #103-412 Scottsdale, AZ 85254 | 29,234,063 shares of common stock (direct) | 5.25% |
Common Stock | Leonard Lovallo 6501 E Greenway Pkwy #103-412 Scottsdale, AZ 85254 | 30,000,000 shares of common stock (direct) | 5.39% |
All Officers and Directors as a Group (2 persons) | 59,234,063 | 10.64% | |
Common Stock | Fourth Street Fund, LP 4047 St Georges Ct. Duluth, GA 30096 | 250,593,050 | 45.04% |
The percent of class is based on 29,947,000556,418,735 shares of common stock issued and outstanding as of the date of this annual report.
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ITEM 13. CERTAIN RELATIONSHIPS, AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
On September 29, 2017, a Promissory Note (the “Note”) in the principal amount of $45,000 was issued to Alan Smith the Company’s former sole officer and director for loans made to the Company in prior periods. The Note was unsecured and bore interest at 6% per annum. The Note matured March 31, 2018. On June 29, 2018, the Company made a partial payment of $15,000 on the Note. The balance of the Note including principal and interest was repaid through a cash payment of $20,000 and the issuance of 11,000,000 common shares valued at $0.0012 per share in the three-month period ended June 30, 2020.
On April 10, 2018, the Company agreed to pay the former sole officer and director of the Company $2,500 per month for a period of 4 months for the provision of management and financial services. On September 1, 2018, the Company agreed to extend this contract on a month-to-month basis at the existing rate of $2,500 per month. $22,500 was paid and $5,000 accrued as payable to February 28, 2019 when the agreement was terminated. The payable amount was paid in the three-month period ended June 30, 2020.
On April 29, 2020 the Company entered into a General Services Agreement with Alan Smith, a director and the Company’s sole officer for the performance of duties of a CEO including the provision of management and financial services. The Agreement commenced May 1, 2020 and was to remain in full force and effect until December 31, 2020. Under the terms of the Agreement, Alan Smith received the following compensation:
i) | A monthly fee of $2,500; |
ii) | Payment of past fee accruals in cash in the amount $5,000; |
iii) | Settlement of the of the outstanding balance of the Promissory Note due to Alan Smith in the amount of $30,000 plus accrued interest through the payment of $20,000 in cash and the issuance of 11,000,000 common shares at $0.0012 per share. |
On September 1, 2020 Mr. Smith notified the Company of his need to resign from his positions with the Company for health reasons. The General Services Agreement was therefore terminated.
During the year ended March 31, 2016, we had not entered into any transactions with our sole officer or director, or persons nominated2021, Company issued 4,000,000 common shares to Mr. Leonard Lovallo for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction orhis role as a series of similar transactions exceeded the lesser of $120,000 or 1%member of the averageCompany’s Board of ourDirectors. The shares were valued at $0.005, the closing stock price on the date of grant, for total assetsnon-cash stock compensation expense of $20,000. Mr. Lovallo was also issued 26,000,000 common shares for his role as Chief Executive Officer and President of the last three fiscal years.
DuringCompany. The shares were valued at $0.26, the period from October 14, 2014 to March 31, 2014, a director loanedclosing stock price on the Company $244,373. The loan is non-interest bearing, due upon demand and unsecured.date of grant, for total non-cash stock compensation expense of $6,760,000.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
DuringAudit Fees
The aggregate fees billed for professional services rendered by our former auditors for the audit and review of our financial statements for the fiscal year ended March 31, 2016, we incurred approximately $9,125 in2020 amounted to $4,500.
The aggregate fees to our principal independent accountantsbilled for professional services rendered in connection withby our auditor Fruci & Associates II, PLLC for the audit and review of our financial statements and for the quarterly reviewsfiscal year ended March 31, 2021 amounted to $12,000.
Audit-Related Fees
During the fiscal years ended March 31, 2021 and 2020 our principal accountant rendered assurance and related services reasonably related to the performance of the audit or review of our financial statements. statements in the amount of $0 and $0, respectively.
Tax Fees
The aggregate fees billed for professional services rendered by our principal accountant for the tax compliance for the years ended March 31, 2021 and 2020 was $0.
All Other Fees
During the fiscal years ended March 31, 2021 and 2020, there were no fees billed for products and services provided by the principal accountant other than those set forth above.
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ITEM 15. EXHIBITS
The following exhibits are filed as part of this Annual Report.
Exhibits:
Number | Description |
3.02 | Bylaws - Filed with the SEC on July 29, 2013 as part of our Registration Statement on Form S-1. |
31.1 | Certification of |
32.1 | Certification of Chief Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
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SIGNATURES
In accordance withPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant caused this report to be signedand in the capacities and on its behalf by the undersigned, thereunto duly authorized.dates indicated.
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20 | PageALTAIR INTERNATIONAL CORP.
Dated: July 15, 2021
By: /s/ Leonard Lovallo
Leonard Lovallo
President, CEO and Director
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