UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED MARCH 31, 20172018

☐ 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

Altair International Corp.

6501 E. Greenway Pkwy #103-412

Scottsdale, AZ 85254

Tel. (760) 413-3927

 (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. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ☑    No☑No ☐

As of August 17,13, 2018, the registrant had 74,509,883 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 August 17, 2018.

TABLE OF CONTENTS

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. These risks and uncertainties include the following:

This report should be read 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

Our Business

The Company is currently engaged in identifying and assessing new business opportunities.

On November 11, 2014, the Company 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. Initially this alliance was 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 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 was proposed through a Letter of Intent. In addition, Altair and Cure 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. Altair advanced $360,000 to CURE in this regard.

On September 23, 2016, the Company and CURE agreed to terminate the Exclusive License and Distribution Agreement for CURE’s Sildenafil Products due to unanticipated costs of obtaining regulatory approvals for the introduction of these pharmaceutical products into the licensed markets. The Company and CURE agreed to replace it with an Exclusive License and Distribution Agreement for a family of sports related nutraceutical products including a topical active for joint and muscle pain and OTF products for delivery of electrolyte, energy, sleep and recovery actives. The Company was to become the exclusive worldwide distributor for these products. The fee for this new sport products agreement was $560,000, comprised of the $200,000 fee paid for the Sildenafil agreement and the $360,000 advanced as a deposit for future license and distribution agreements. The agreement called for minimum orders of the products by Altair of $1,500,000 in the twenty-four months from the date of signing. As of June 29, 2018, the Company has been unable to generate any sales of the products due to a lack of working capital and the human resources required to introduce the products to market. The Company anticipates that it will not meet the minimum order requirements for the initial 24 month period and accordingly has writtenwrote off its $560,000 investment in the agreement in these financial statements for the year ended March 31, 2017.

The Company had previously planned to commence operations in the architectural field and to be responsible for the concept architectural vision of future private and public buildings as well as municipal organized public areas. This plan was abandoned in the 2015 fiscal year in favor of the business operations described above.

Property Acquisitions

None

Intellectual Property

The Company does not own any intellectual property and has yet to incur any expenses for research and development other than as disclosed herein.

Employees

As of the date of this Report, the Company has no full-time nor part-time employees. Our sole officer and director does not have 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.

WHERE YOU CAN GET ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy our reports or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.W., Washington, DC 20549. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these reports and other filings electronically on the SEC’s web site, www.sec.gov.

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.

PART II

ITEM 5. MARKET FOR COMMON EQUITY, 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 Markets Pink SheetsMarket under the symbol “ATAO” although there has been no active trading market in our shares since inception.  Trading in stocks quoted on the OTC Markets Pink SheetsMarket 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 Markets Pink SheetMarket securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Markets Pink SheetMarket securities transactions are conducted through a telephone and computer network connecting dealers in stocks.  OTC Markets Pink SheetMarket 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 29,August 13, 2018, 74,509,883 issued and outstanding shares of common stock were held by 72 shareholders of record.

Dividends

No cash dividends were paid on our shares of common stock during the fiscal year ended March 31, 2017.2018.  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.

Recent Sales of Unregistered Securities

None.

Purchase of our Equity Securities by Officers and Directors

None.

Other Stockholder Matters

None.

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 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 funds through, among other things, the sale of equity or debt securities although no assurance can be given as to the availability of funds or the terms thereof.

FISCAL YEAR ENDED MARCH 31, 20172018 COMPARED TO FISCAL YEAR ENDED MARCH 31, 20162017

Our net lossgain for the fiscal year ended March 31, 20172018 was $736,744$167,319 compared to a net loss of $153,827$736,774 for the fiscal year ended March 31, 2016 (restated).2017. During fiscal years ended March 31, 20172018 and March 31, 2016,2017, the Company did not generate any revenue.

During the fiscal year ended March 31, 2017,2018, we incurred general and administrative expenses of $80,253$3,807 compared to $43,099$80,253 in general and administrative expenses incurred during the fiscal year ended March 31, 2016 (restated).2017.

Expenses incurred during fiscal year ended March 31, 20172018 compared to the fiscal year ended March 31, 2016 increased2017 decreased primarily due to the increaseddecreased 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 39,441,144 for the fiscal year ended March 31, 2018 and 30,902,589 for the fiscal year ended March 31, 2017 and 29,796,760 for the fiscal year ended March 31, 2016.2017.

LIQUIDITY AND CAPITAL RESOURCES

FISCAL YEAR ENDED MARCH 31, 20172018

As of March 31, 2018, our current assets were $75 and our total liabilities were $78,467. As of March 31, 2018, current assets were comprised of $75 in cash. As of March 31, 2018, total liabilities were comprised of accounts payable of $17,948, interest payable of $1,354, loans payable to third parties of $14,165 and a promissory note due to a related party in the amount of $45,000. As of March 31, 2018, our total assets were comprised of $75 in cash. Stockholders’ deficit was $78,392 as of March 31, 2018.

As of March 31, 2017, our current assets were $7,523 and our total liabilities were $648,763. As of March 31, 2017, current assets were comprised of $7,523 in cash. As of March 31, 2017, total liabilities were comprised of $21,590 in accounts payable, loans payable to third parties of $14,165, interest payable of $12,575, promissory notes for $292,299, and a derivative liability of $308,134.$308,134, loans payable to third parties of $14,165 and $21,590 in accounts payable. As of March 31, 2017, our total assets were comprised of $7,523 in cash. Stockholders’ deficit was $641,240 as of March 31, 2017.

As of March 31, 2016, our current assets were $5,422 and our total liabilities were $519,988 (restated). As of March 31, 2016, current assets were comprised of $5,422 in cash. As of March 31, 2016, total liabilities were comprised of $14,089 (restated) in accounts payable, loans payable to third parties of $40,525, interest payable of $21,000, a promissory note for $100,000 due to a third party, a derivative liability of $100,000 and $244,374 in advances from a related party. 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 $45,434 as of March 31, 2016.

Cash Flows from Operating Activities

We havedid not generatedgenerate positive cash flows from operating activities. activities in the year ended March 31, 2018. For the fiscal year ended March 31, 2018 net cash flows used in operating activities were $7,448 consisting of a net gain of $167,319, decreases of $3,642 in accounts payable and $244,717 in the fair value of derivative liabilities, increases of $12,722 in interest payable and $124,287 in debt discount and a $63,417 gain on conversion of debt.

For the fiscal year ended March 31, 2017 net cash flows used in operating activities were $58,983 consisting of a net loss of $736,774, the write off of sales and distribution licenses in the amount of $560,000, increases of $21,270 in accounts payable, $12,674 in interest payable and $125,364 in debt discount, and a decreasedecreases of $41,517 in the fair value of derivative liabilities.

We did not generate positive cash flows from operating activities in the year ended March 31, 2016. For the fiscal year ended March 31, 2016 (restated) net cash flows used in operating activities were $71,257 consisting of a net loss of $153,827, a decrease of $651 in accounts payable, and increases of $11,000 in interest payable, and $72,221 in debt discount.

Cash Flows from Financing Activities

We have financed our operations primarily from either advances from shareholders or the issuance of equity and debt instruments. For the year ended March 31, 2018 no cash was provided from financing activities.

For the year ended March 31, 2017 cash was provided from (used for) financing activities including net repaymentrepayments of loans from third parties of $(12,510),$12,510, proceeds of $43,594 from the issuance of promissory notes and proceeds fromof common stock subscriptionsissuances of $30,000.

For the year ended March 31, 2016 (restated) cash was provided from financing activities including loans from third parties of $40,525 and proceeds of $265,006 from the issuance of common stock. The Company repaid $109,052 in advances from a shareholder.

PLAN OF OPERATION AND FUNDING

We expect that working capital requirements will continue to be funded through a combination of our existing funds, advances from shareholders and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business); (ii) acquisition of assets; and (iii) sales and marketing expenses. We intend to finance these expenses with further issuances of securities and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

MATERIAL COMMITMENTS

As of the date of this Annual Report, we do not have any material commitments.

PURCHASE OF SIGNIFICANT EQUIPMENT

As of the date of this Annual Report, we do not anticipate the purchase of any significant equipment.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Annual Report, we do not have 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 are material to investors.

GOING CONCERN

The independent auditors' report accompanying our March 31, 20172018 and March 31, 20162017 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   

Not applicable to smaller reporting companies.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

Altair International Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Altair International Corp. as of March 31, 20172018 and 2016 (restated)2017 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 periods then ended. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 20172018 and 2016 (restated)2017 and the results of its operations and its cash flows for the periods then ended, in conformity with accounting principles generally accepted in the United States of America.

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.

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.

/S/ MICHAEL GILLESPIE & ASSOCIATES, PLLC

We have served as the Company’s auditor since 2017.

Seattle, Washington

July 3,August 6, 2018

ALTAIR INTERNATIONAL CORP.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 20172018 and MARCH 31, 20162017

AUDITED

NOTE 1 - ORGANIZATIONORGANIZATION AND BUSINESS OPERATIONS

Organization and Description of Business

ALTAIR INTERNATIONAL CORP. (the “Company”) was incorporated under the laws of the State of Nevada on December 20, 2012. The Company’s physical address is 18934 N 92^nd Way, Scottsdale, AZ 85255. The Company is in the development stage as defined under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915-205 "Development-Stage Entities.”

On November 11, 2014, the Company 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. Initially this alliance was 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 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 was proposed through a Letter of Intent. In addition, Altair and Cure 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. Altair advanced $360,000 to CURE in this regard.

On September 23, 2016, the Company and CURE agreed to terminate the Exclusive License and Distribution Agreement for CURE’s Sildenafil Products due to unanticipated costs of obtaining regulatory approvals for the introduction of these pharmaceutical products into the licensed markets. In its place, the Company and CURE agreed to replace it with an Exclusive License and Distribution Agreement for a family of sports related nutraceutical products including a topical active for joint and muscle pain and OTF products for delivery of electrolyte, energy, sleep and recovery actives. The Company was to become the exclusive worldwide distributor for these products. The fee for this new sport products agreement was $560,000, comprised of the $200,000 fee paid for the Sildenafil agreement and the $360,000 advanced as a deposit for future license and distribution agreements. The agreement called for minimum orders of the products by Altair of $1,500,000 in the twenty-four months from the date of signing. As of June 29, 2018, the Company has been unable to generate any sales of the products due to a lack of working capital and the human resources required to introduce the products to market. The Company anticipates that it will not meet the minimum order requirements for the initial 24 month period and accordingly has writtenwrote off its $560,000 investment in the agreement in these financial statements for the year ended March 31, 2017.

The Company is currently engaged in identifying and assessing new business opportunities.

The Company had previously planned to commence operations in the architectural field and to be responsible for the concept architectural vision of future private and public buildings as well as municipal organized public areas. This plan was abandoned in the 2015 fiscal year in favor of the business operations described above.

Since inception (December 20, 2012) through March 31, 2017,2018, the Company has not generated any revenue and has accumulated losses of $993,137.$825,818.

In management’s opinion all adjustments necessary for a fair statement of the results for the interim periods have been made, and that all adjustments have been made to maintain the books in accordance with GAAP. Furthermore, sufficient disclosures have been made in order to ensure that the interim financial statements will not be misleading.

NOTE 2 - GOING CONCERN

These 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 $993,137$825,818 as of March 31, 20172018 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock. 

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the years ending March 31, 20172018 and 2016.2017.

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, 20172018 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 Taxes

The Company follows the liability method of accounting for income taxes.  Under this method, deferred income tax assets and liabilities are recognized for 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 disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Reclassifications

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the year ended March 31, 2017.2018.

NOTE 4 – SALES AND DISTRIBUTION LICENSE

On November 26, 2014, the Company entered into a license and distribution agreement with Cure Pharmaceutical Corporation (“Cure”) for the exclusive rights to distribute and sell in certain defined territories any product produced and supplied by Cure that contains Sildenafil delivered through an oral thin film. The defined territories included Asia, Brazil, the Middle East and Canada. For the sake of clarity, Asia was further defined as India, China, Malaysia, Indonesia, Taiwan, Japan, Philippines, and those other countries dependent on China’s SDA certification for their approval protocol of the Products. There was no expiry date to this agreement. The agreement required that the Company pay to Cure a fee in the aggregate amount of $200,000, payable in two equal $100,000 instalments. The Company completed the purchase of the license in the 2015 fiscal year.

On September 23, 2016, the Company and CURE agreed to terminate the Exclusive License and Distribution Agreement for CURE’s Sildenafil Products due to unanticipated costs of obtaining regulatory approvals for the introduction of these pharmaceutical products into the Asian markets and to replace it with an Exclusive License and Distribution Agreement for a family of sports related nutraceutical products including a topical active for joint and muscle pain and OTF products for delivery of electrolyte, energy, sleep and recovery actives, The Company became the exclusive worldwide distributor for these products. The fee for this new Exclusive License and Distribution Agreement was $560,000, comprised of the $200,000 fee paid for the Sildenafil agreement and the $360,000 advanced as a deposit for future license and distribution agreements. This Agreement has a ten year term and requires minimum product orders of $1,500,000 in the first 24 months from the effective date of the Agreement and $1,500,000 for each year thereafter. As of June 29, 2018, the Company had been unable to generate any sales of the products due to a lack of working capital and the human resources required to introduce the products to market. The Company anticipates that it will not meet the minimum order requirements for the initial 24 month period and accordingly has writtenwrote off its $560,00$560,000 investment in the agreement as at March 31, 2017 in these financial statements.

NOTE 5 – ADVANCES AND DEPOSITS

The Company and Cure 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. To September 23, 2016 the Company had advanced $360,000 to Cure for these purposes. As described in Note 4 above, these advances were applied to the $560,000 fee payable to CURE for the Exclusive License and Distribution Agreement for sports related nutraceutical products, leaving a balance of $nil at March 31, 2017 ($360,000 as at March 31, 2016).

NOTE 65 – PROMISSORY NOTES

On March 6, 2015, the Company executed a convertible promissory note for $100,000 with Williams Ten, LLC.LLC (“Williams”). The note was due in ninety days, had a $10,000 one-time interest payment due at maturity and required the issuance of 10,000 shares of common stock. Any unpaid principal and interest at the end of the term was convertible into shares of common stock at 50% of the average closing price for the ten days prior to the end of the term of the note. The fair value of the common stock issued was determined to be $9,091 based on its fair value relative to the fair value of the debt issued. This amount was recorded as a debt discount and was to be 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. The Company recorded the derivative liability at its fair value of $100,004 based on the Black Scholes Merton pricing model and a corresponding debt discount of $90,909 and derivative expense charge of $9,095. On September 29, 2016, Williams Ten, LLC agreed to cancel this Promissory Note and accept a new Convertible Promissory Note in the amount of $121,000, which included all accrued interest and penalties. This Convertible Promissory Note bears interest at the rate of 6.00% per annum and has a one-year term. The Holder is entitled to convert any or all of the principal amount of this Note and any accrued interest, late fee, and extension fee, if applicable, into such number of shares of the Company’s shares of common stock, par value $.001 (the “Common Stock”)$.0001 as is obtained by dividing the entire principal amount of this Note plus any accrued interest by $0.01 per share. On October 3, 2016, the CompanyWilliams converted $10,000 of the principal balance into 1,000,000 shares of common stock. On September 29, 2017, Williams converted the remaining principal of $111,000 plus $6,691 of accrued interest into 11,769,123 shares of common stock. The Company recognized a gain of $15,215 on conversion of the note and a gain on the fair value of the derivative of $16,504. As of March 31,September 30, 2017, $111,000 remained outstanding; and the Company fair valued the derivative at $82,071.this note had a $0 balance.

On September 23, 2016, the Company issued two Convertible Promissory Notes in the principal amounts of $10,000 and $25,000 to Enpos Sports, LLC (“Enpos”) as consideration for $35,000 in cash advances to the Company. These convertible Promissory Notes bear interest at the rate of 6.00% per annum and have a one-year term. The Holder is entitled to convert any or all of the principal amount of these Notes and any accrued interest, late fees, and extension fees, if applicable, into such number of shares of the Company’s shares of common stock, par value $.001 (the “Common Stock”)$.0001 as is obtained by dividing the entire principal amount of the Notes plus any accrued interest at the lesser of (i) 70% of the lowest closing bid price over the 5 trading days prior to conversion or (ii) $0.10 per share. 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 on both notes. The Company recorded the derivative liability at its fair value of $27,673 based on the Black Scholes Merton pricing model and a corresponding debt discount of $27,673 to be amortized utilizing the interest method of accretion over the term of the note. AsOn September 29, 2017, Enpos converted the principal of March 31, 2017,$35,000 plus $2,135 of accrued interest into 3,713,452 shares of common stock. The Company recognized a gain of $4,766 on conversion of the Companynote, a gain on the fair valuedvalue of the derivative at $25,720. In addition, $14,329 of $5,197 and amortized the remaining debt discount has been amortizedof $6,445 to interest expense. As of September 30, 2017, this note had a $0 balance.

On September 29, 2016, the Company issued a Convertible Promissory Note in the principal amount of $13,850 to Strips Nutrition, Inc. (“Strips”) as consideration for $13,850 in cash advances to the Company. This Convertible Promissory Note bears interest at the rate of 6.00% per annum and has a one-year term. The Holder is entitled to convert any or all of the principal amount of this Note and any accrued interest, late fee, and extension fee, if applicable, into such number of shares of the Company’s shares of common stock, par value $.001 (the “Common Stock”)$.0001 as is obtained by dividing the entire principal amount of this Note plus any accrued interest by $0.01 per share. The company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $10,960 based on the Black Scholes Merton pricing model and a corresponding debt discount of $10,960 to be amortized utilizing the interest method of accretion over the term of the note. AsOn September 29, 2017, Strips converted the principal of March 31, 2017,$13,850 plus $831 of accrued interest into 1,468,100 shares of common stock. The Company recognized a gain of $1,886 on conversion of the Companynote, a gain on the fair valuedvalue of the derivative at $10,240. In addition, $5,495 of $2,056 and amortized the remaining debt discount has been amortizedof $2,733 to interest expense. As of September 30, 2017, this note had a $0 balance.

On September 29, 2016, the Company issued a Convertible Promissory Note in the principal amount of $13,768.89 to Mr. Fred Lee as consideration for $13,768.89 in travel expenses incurred in assessing distribution opportunities in Asia for the Company. This Convertible Promissory Note bears interest at the rate of 6.00% per annum and has a one-year term. The Holder is entitled to convert any or all of the principal amount of this Note and any accrued interest, late fee, and extension fee, if applicable, into such number of shares of the Company’s shares of common stock, par value $.001$.0001 (the “Common Stock”) as is obtained by dividing the entire principal amount of this Note plus any accrued interest by $0.01 per share. The company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $10,896 based on the Black Scholes Merton pricing model and a corresponding debt discount of $10,896 to be amortized utilizing the interest method of accretion over the term of the note. AsOn September 29, 2017, Mr. Lee converted the principal of March 31, 2017,$13,768.89 plus $826 of accrued interest into 1,459,502 shares of common stock. The Company recognized a gain of $1,887 on conversion of the Companynote, a gain on the fair valuedvalue of the derivative at $10,190. In addition, $5,463 of $2,047 and amortized the remaining debt discount has been amortizedof $2,716 to interest expense. As of September 30, 2017, this note had a $0 balance.

On September 29, 2016, the Company issued a Convertible Promissory Note in the principal amount of $160,000 to Mr. Brent McMahon as consideration for $160,000 in cash advances to the Company. This Convertible Promissory Note bears interest at the rate of 6.00% per annum and has a one-year term. The Holder is entitled to convert any or all of the principal amount of this Note and any accrued interest, late fee, and extension fee, if applicable, into such number of shares of the Company’s shares of common stock, par value $.001$.0001 (the “Common Stock”) as is obtained by dividing the entire principal amount of this Note plus any accrued interest by $0.01 per share. The company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $126,612 based on the Black Scholes Merton pricing model and a corresponding debt discount of $126,612 to be amortized utilizing the interest method of accretion over the term of the note. On October 3, 2016, the CompanyMr. McMahon converted $10,000 of the principal balance into 1,000,000 shares of common stock. AsOn September 29, 2017, Mr. McMahon converted the remaining principal of March 31, 2017,$150,000 plus $7,902 of accrued interest into 15,790,245 shares of common stock. The Company recognized a gain of $20,453 on conversion of the Companynote, a gain on the fair valuedvalue of the derivative at $111,006. In addition, $63,479 of $22,303 and amortized the remaining debt discount has been amortizedof $31,567 to interest expense. As of September 30, 2017, this note had a $0 balance.

On September 29, 2016, the Company issued a Convertible Promissory Note in the principal amount of $84,373.25 to Evolution Equities Corporation (“Evolution”), a related company, as consideration for $84,373.25 in expenses paid on behalf of the Company. This Convertible Promissory Note bears interest at the rate of 6.00% per annum and has a one-year term. The Holder is entitled to convert any or all of the principal amount of this Note and any accrued interest, late fee, and extension fee, if applicable, into such number of shares of the Company’s shares of common stock, par value $.001$.0001 (the “Common Stock”) as is obtained by dividing the entire principal amount of this Note plus any accrued interest by $0.01 per share. The company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $66,766 based on the Black Scholes Merton pricing model and a corresponding debt discount of $66,766 to be amortized utilizing the interest method of accretion over the term of the note. AsOn September 29, 2017, Evolution converted $39,373 of March 31, 2017,principal and $5,062 accrued interest into 4,443,565 shares of common stock. A new non-convertible unsecured, 6% promissory note for the remaining principal balance of $45,000 was issued. The new note matures in eighteen months. The Company recognized a gain of $17,898 on conversion of the note, a gain on the fair valuedvalue of the derivative at $62,440. In addition, $33,475 of $5,854 and amortized the remaining debt discount has been amortizedof $16,645 to interest expense. As of September 30, 2017, this note had a $0 balance.

On October 14, 2016, the Company issued a Convertible Promissory Note in the principal amount of $8,594.48 to Enpos Sports, LLC (“Enpos”) as consideration for $8,594.48 in cash advances to the Company. The convertible Promissory Note bears interest at the rate of 6.00% per annum and has a one-year term. The Holder is entitled to convert any or all of the principal amount of this Note and any accrued interest, late fees, and extension fees, if applicable, into such number of shares of the Company’s shares of common stock, par value $.001$.0001 (the “Common Stock”) as is obtained by dividing the entire principal amount of the Note plus any accrued interest at the lesser of (i) 70% of the lowest closing bid price over the 5 trading days prior to conversion or (ii) $0.10 per share. 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. The Company recorded the derivative liability at its fair value of $6,744 based on the Black Scholes Merton pricing model and a corresponding debt discount of $6,744 to be amortized utilizing the interest method of accretion over the term of the note. AsOn September 29, 2017, Enpos converted the principal of March 31, 2017,$8,594.48 plus $494 of accrued interest into 908,896 shares of common stock. The Company recognized a gain of $1,322 on conversion of the Companynote, a gain on the fair valuedvalue of the derivative at $6,468. In addition, $3,123 of $1,278 and amortized the remaining debt discount has been amortizedof $1,940 to interest expense. As of September 30, 2017, this note had a $0 balance.

A summary of outstanding convertible notes as of March 31, 2017,2018, is as follows: