UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterlyperiodendedDECEMBER 31, 20162022
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission File Number: ___________________________________________________________
ALTAIR INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
Nevada | 333-190235 | 99-0385465 | |
(State or other jurisdiction | (Commission File Number) | (IRS Employer | |
of Incorporation) | Identification Number) | ||
| |||
(Address of principal executive offices) | (Zip Code) | ||
( | |||
(Registrant's Telephone Number) |
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 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 (§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)filings). Yes☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” andfiler,” “smaller reporting company”company,” and "emerging growth company" in RubleRule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer☑ | Smaller reporting company ☑ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No☑ No ☐
As of February 10, 2017,2, 2023, there were 31,957,000 shares of the registrant’s $0.001 par value common stock issued and outstanding.
ALTAIR INTERNATIONAL CORP.
QUARTERLY REPORT
PERIOD ENDED DECEMBER 31, 2016
TABLE OF CONTENTS
Page No. | |||
PART I - FINANCIAL INFORMATION | |||
Item 1. | Unaudited Financial Statements | 3 | |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 14 | |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 18 | |
Item | Controls and Procedures | 18 | |
PART II - OTHER INFORMATION | |||
Legal Proceedings | 19 | ||
Item1A. | Risk Factors | 19 | |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 19 | |
Item 3. | Defaults Upon Senior Securities | 19 | |
Item 4. | Mine Safety Disclosures | 19 | |
Item 5. | Other Information | 19 | |
Item 6. | Exhibits | 20 | |
Signatures | 20 |
Special Note Regarding Forward-Looking Statements
Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Altair International Corp. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "ATAO" refers to Altair International Corp.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS ALTAIR INTERNATIONAL CORP. INDEX TO FINANCIAL STATEMENTS |
Consolidated Balance Sheets as of December 31, | 4 | ||
Consolidated Statements of Operations for the Three and Nine Months | 5 | ||
Consolidated Statement of Stockholders’ Equity (Deficit) for the Three and Nine Months ended December 31, 2022 and 2021 (unaudited) | 6 | ||
Consolidated Statements of Cash Flows for the Nine Months | 7 | ||
Notes to the Consolidated Financial Statements | 8 |
ALTAIR INTERNATIONAL CORP.
CONSOLIDATED BALANCE SHEETS
December 31, 2022 | March 31, 2022 | |||||||
ASSETS | (Unaudited) | |||||||
Current Assets: | ||||||||
Cash | $ | 25,518 | $ | 20,917 | ||||
Prepaid stock compensation | — | 270,000 | ||||||
Total Current Assets | 25,518 | 290,917 | ||||||
Total Assets | $ | 25,518 | $ | 290,917 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Current Liabilities: | ||||||||
Accounts payable | $ | 38,500 | $ | — | ||||
Accrued compensation | 6,000 | 4,000 | ||||||
Loans payable | 14,165 | 49,155 | ||||||
Interest payable | 3,175 | 8,701 | ||||||
Convertible notes payable, net of debt discount of $95,531 and $129,180, respectively | 33,413 | 56,103 | ||||||
Derivative liability | 126,410 | 157,507 | ||||||
Total Current Liabilities | 221,663 | 275,466 | ||||||
Total Liabilities | 221,663 | 275,466 | ||||||
Stockholders’ Equity (Deficit): | ||||||||
Preferred Stock, $ | par value, shares authorized,— | — | ||||||
Common Stock, $ par value, shares authorized; and shares issued and outstanding, respectively | 612,814 | 594,243 | ||||||
Additional paid in capital | 15,221,898 | 14,787,384 | ||||||
Accumulated deficit | (16,030,857 | ) | (15,366,176 | ) | ||||
Total Stockholders' Equity (Deficit) | (196,145 | ) | 15,451 | |||||
Total Liabilities and Stockholders' Deficit | $ | 25,518 | $ | 290,917 |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
4 |
ALTAIR INTERNATIONAL CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For The Three Months Ended December 31, | For The Nine Months Ended December 31, | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
Operating Expenses: | ||||||||||||||||
Mining exploration expense | $ | — | $ | 32,797 | $ | — | $ | 364,327 | ||||||||
Consulting | — | 10,000 | — | 1,302,862 | ||||||||||||
Compensation - related party | 102,000 | 12,000 | 306,000 | 36,000 | ||||||||||||
Director fees | 10,000 | 7,500 | 25,000 | 22,500 | ||||||||||||
General and administrative | 29,159 | 37,822 | 117,399 | 162,734 | ||||||||||||
Total operating expenses | 141,159 | 100,119 | 448,399 | 1,888,423 | ||||||||||||
Loss from operations | (141,159 | ) | (100,119 | ) | (448,399 | ) | (1,888,423 | ) | ||||||||
Other Income (Expense): | ||||||||||||||||
Interest expense | (22,988 | ) | (289,909 | ) | (159,291 | ) | (520,571) | |||||||||
Impairment expense | — | — | (32,000) | |||||||||||||
Gain on conversion of debt | 8,317 | — | 38,140 | 3,269 | ||||||||||||
Change in fair value | 11,692 | (7,520) | (87,352 | ) | 442,646 | |||||||||||
Loss on settlement of debt | — | — | (5,647) | |||||||||||||
Loss on issuance of convertible debt | (1,630) | (5,327) | (7,779 | ) | (215,610) | |||||||||||
Total other expense | (4,609 | ) | (302,756) | (216,282 | ) | (327,913) | ||||||||||
Loss before provision for income taxes | (145,768 | ) | (402,875 | ) | (664,681 | ) | (2,216,336 | ) | ||||||||
Provision for income taxes | — | — | — | — | ||||||||||||
Net Loss | $ | (145,768 | ) | $ | (402,875 | ) | $ | (664,681 | ) | $ | (2,216,336 | ) | ||||
Loss per share, basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
Weighted average shares outstanding, basic and diluted | 610,749,365 | 580,079,413 | 609,602,123 | 566,007,896 |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
5 |
ALTAIR INTERNATIONAL CORP.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2022 AND 2021
(Unaudited)
Common Stock | Additional Paid in | Accumulated | Total Stockholders' Equity | |||||||||||||||||
Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||
Balance, March 31, 2022 | 594,241,502 | $ | 594,243 | $ | 14,787,384 | $ | (15,366,176 | ) | $ | 15,451 | ||||||||||
Shares issued for debt | 2,944,236 | 2,944 | 60,917 | — | 63,861 | |||||||||||||||
Net loss | — | — | — | (197,297 | ) | (197,297 | ) | |||||||||||||
Balance, June 30, 2022 | 597,185,738 | 597,187 | 14,848,301 | (15,563,473 | ) | (117,985 | ) | |||||||||||||
Shares issued for debt | 11,883,271 | 11,883 | 326,719 | — | 338,602 | |||||||||||||||
Net loss | — | — | — | (321,616 | ) | (321,616 | ) | |||||||||||||
Balance, September 30, 2022 | 609,069,009 | 609,070 | 15,175,020 | (15,885,089 | ) | (100,999 | ) | |||||||||||||
Shares issued for debt | 1,944,497 | 1,994 | 26,128 | — | 28,122 | |||||||||||||||
Shares issued for payable – related party | 1,750,000 | 1,750 | 20,750 | — | 22,500 | |||||||||||||||
Net loss | — | — | — | (145,768 | ) | (145,768 | ) | |||||||||||||
Balance, December 31, 2022 | 612,813,506 | $ | 612,814 | $ | 15,221,898 | $ | (16,030,857 | ) | $ | (196,145 | ) |
Common Stock | Additional Paid in | Common Stock To be | Accumulated | Total Stockholders' | ||||||||||||||||||||
Shares | Amount | Capital | Issued | Deficit | (Deficit) | |||||||||||||||||||
Balance, March 31, 2021 | 550,027,235 | $ | 550,028 | $ | 11,443,973 | $ | 522,000 | $ | (12,895,662 | ) | $ | (379,661 | ) | |||||||||||
Shares issued for debt | 291,500 | 292 | 34,188 | — | — | 34,480 | ||||||||||||||||||
Shares issued for services | 6,100,000 | 6,100 | 893,900 | (132,000 | ) | — | 768,000 | |||||||||||||||||
Net loss | — | — | — | — | (994,052 | ) | (994,052 | ) | ||||||||||||||||
Balance, June 30, 2021 | 556,418,735 | 556,420 | 12,372,061 | 390,000 | (13,889,714 | ) | (571,233 | ) | ||||||||||||||||
Shares issued for debt | 250,000 | 250 | 20,750 | 18,000 | — | 30,100 | ||||||||||||||||||
Shares issued for services | 12,350,000 | 12,350 | 1,113,650 | (382,000 | ) | — | 744,000 | |||||||||||||||||
Net loss | — | — | — | — | (819,409 | ) | (819,409 | ) | ||||||||||||||||
Balance, September 30, 2021 | 569,018,735 | 569,020 | 13,506,461 | 26,000 | (14,709,123 | ) | (607,642 | ) | ||||||||||||||||
Shares issued for services | 700,000 | 700 | 40,300 | (26,000 | ) | — | 15,000 | |||||||||||||||||
Shares issued for debt | 14,522,767 | 14,523 | 875,623 | — | — | 890,146 | ||||||||||||||||||
Net loss | — | — | — | — | (402,875 | ) | (402,875 | ) | ||||||||||||||||
Balance, December 31, 2021 | 584,241,502 | $ | 584,243 | $ | 14,422,384 | $ | — | $ | (15,111,998 | ) | $ | (105,371 | ) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
6 |
ALTAIR INTERNATIONAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Nine Months Ended December 31, | ||||||||
2022 | 2021 | |||||||
CASH FLOW FROM OPERATING ACTIVITIES: | ||||||||
Net loss | $ | (664,681 | ) | $ | (2,216,336 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Debt discount expense | 149,958 | 489,688 | ||||||
Stock based compensation | 270,000 | 1,536,419 | ||||||
Gain on conversion of debt | (38,140 | ) | (3,269 | ) | ||||
Loss on issuance of convertible debt | 7,779 | 215,610 | ||||||
Change in fair value of derivative | 87,352 | (442,646 | ) | |||||
Changes in Operating Assets and Liabilities: | ||||||||
Advances and deposits | — | 35,000 | ||||||
Accounts payable | 41,000 | (720 | ) | |||||
Accrued compensation | 22,000 | 4,000 | ||||||
Accrued interest | 9,333 | 26,614 | ||||||
Net Cash Used in Operating Activities | (115,399 | ) | (355,640 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | — | — | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Proceeds from convertible notes payable | 70,000 | 467,500 | ||||||
Proceeds from notes payable | 50,000 | 75,000 | ||||||
Repayment of related party loan | — | (300,000 | )) | |||||
Net Cash Provided by Financing Activities | 120,000 | 242,500 | ||||||
Net Change in Cash | 4,601 | (113,140 | ) | |||||
Cash at Beginning of Period | 20,917 | 122,155 | ||||||
Cash at End of Period | $ | 25,518 | $ | 9,015 | ||||
Cash paid during the year for: | ||||||||
Interest | $ | — | $ | — | ||||
Income taxes | $ | — | $ | — | ||||
Supplemental non-cash disclosure: | ||||||||
Common stock issued for conversion of debt | $ | 253,465 | $ | 545,079 |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
7 |
ALTAIR INTERNATIONAL CORP. | ||||||||||||
BALANCE SHEETS | ||||||||||||
AS OF DECEMBER 31, 2016 AND MARCH 31, 2016 | ||||||||||||
December 31, 2016 | March 31, 2016 | |||||||||||
(Unaudited) | (Audited) | |||||||||||
ASSETS | ||||||||||||
Current Assets | ||||||||||||
Cash | $ | 30,049 | $ | 5,422 | ||||||||
Total current assets | 30,049 | 5,422 | ||||||||||
Other Assets | ||||||||||||
Advances and deposits | — | 360,000 | ||||||||||
Sales and distribution licenses | 560,000 | 200,000 | ||||||||||
Total assets | $ | 590,049 | $ | 565,422 | ||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||||||
Current Liabilities | ||||||||||||
Accounts payable | $ | 18,240 | $ | 320 | ||||||||
Loans payable | 44,165 | 40,525 | ||||||||||
Loan payable to related party | — | 244,374 | ||||||||||
Promissory notes | 196,124 | 100,000 | ||||||||||
Promissory note due to related party | 34,619 | — | ||||||||||
Interest payable | 6,412 | 21,000 | ||||||||||
Derivative liability | 267,122 | 100,000 | ||||||||||
Total current liabilities | 566,682 | 506,219 | ||||||||||
Total Liabilities | 566,682 | 506,219 | ||||||||||
Stockholders' Equity (Deficit) | ||||||||||||
Common Stock, $0.001 par value, 75,000,000 shares authorized; 31,957,000 shares issued and outstanding at December 31, 2016 (29,947,000 at March 31, 2016) | 6,537 | 4,537 | ||||||||||
Additional paid-in-capital | 315,260 | 297,260 | ||||||||||
Accumulated deficit | (298,430 | ) | (242,594 | ) | ||||||||
Total stockholders' equity (deficit) | 23,367 | 59,203 | ||||||||||
Total liabilities and stockholders's equity (deficit) | $ | 590,049 | $ | 565,422 | ||||||||
The accompanying notes are an integral part of these financial statements |
ALTAIR INTERNATIONAL CORP. | ||||||||||||||||||
STATEMENTS OF OPERATIONS | ||||||||||||||||||
(UNAUDITED) | ||||||||||||||||||
Three Month Period Ended December 31, 2016 | Three Month Period Ended December 31, 2015 | Nine Month Period Ended December 31, 2016 | Nine Month Period Ended December 31, 2015 | |||||||||||||||
Expenses | ||||||||||||||||||
Total General and Administrative expenses | $ | 21,615 | $ | 3,860 | $ | 68,146 | $ | 24,771 | ||||||||||
Change in the fair value of derivative liabilities | (78,302 | ) | (82,529 | ) | ||||||||||||||
Interest expense | 68,993 | (753 | ) | 70,219 | 110,728 | |||||||||||||
Gain (loss) before income taxes | (12,306 | ) | (3,107 | ) | (55,836 | ) | (135,499 | ) | ||||||||||
Income taxes | — | — | — | — | ||||||||||||||
Net gain (loss) | $ | (12,306 | ) | $ | (3,107 | ) | $ | (55,836 | ) | $ | (135,499 | ) | ||||||
Gain (Loss) per share - Basic and Diluted | $ | (0.000 | ) | $ | (0.000 | ) | $ | (0.002 | ) | $ | (0.005 | ) | ||||||
Weighted Average Shares - Basic and Diluted | 31,771,891 | 29,862,793 | 30,557,509 | 29,645,000 | ||||||||||||||
The accompanying notes are an integral part of these financial statements. |
ALTAIR INTERNATIONAL CORP. | ||||||||||||||||||||
STATEMENTS OF CASH FLOWS | ||||||||||||||||||||
(UNAUDITED) | ||||||||||||||||||||
Nine Month Period Ended December 31, 2016 | Nine Month Period Ended December 31, 2015 | |||||||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||||||||||
Net gain (loss) | $ | (55,836 | ) | $ | (135,499 | ) | ||||||||||||||
Adjustments to reconcile net loss to net cash used in operating activities | ||||||||||||||||||||
Changes in: | ||||||||||||||||||||
Accounts payable | 17,920 | (13,010 | ) | |||||||||||||||||
Interest payable | 6,412 | 11,000 | ||||||||||||||||||
Fair value of derivative liabilities | (82,529 | ) | — | |||||||||||||||||
Debt discount | 63,807 | 72,220 | ||||||||||||||||||
(50,226 | ) | (65,289 | ) | |||||||||||||||||
CASH FLOWS FOR INVESTING ACTIVITIES | ||||||||||||||||||||
Advances and deposits | — | (100,000 | ) | |||||||||||||||||
— | (100,000 | ) | ||||||||||||||||||
CASH FLOW FROM FINANCING ACTIVITIES | ||||||||||||||||||||
Net Proceeds from loans payable | 31,259 | 29,175 | ||||||||||||||||||
Proceeds from loan from related party | — | (129,051 | ) | |||||||||||||||||
Proceeds from Promissory Notes issued | 43,594 | |||||||||||||||||||
Share capital issued | 265,006 | |||||||||||||||||||
74,853 | 165,130 | |||||||||||||||||||
NET INCREASE IN CASH AND CASH EQUIVALENTS | 24,627 | (159 | ) | |||||||||||||||||
CASH AND CASH EQUIVALENTS | ||||||||||||||||||||
Beginning of period | 5,422 | 200 | ||||||||||||||||||
End of period | $ | 30,049 | $ | 41 | ||||||||||||||||
Supplemental disclosures of cash flow information | ||||||||||||||||||||
Taxes paid | $ | — | $ | — | ||||||||||||||||
Interest paid | $ | — | $ | — | ||||||||||||||||
Non-Cash Financing and Investing Activities | ||||||||||||||||||||
Promissory Notes issued in settlement of loans | $ | 416,586 | $ | — | ||||||||||||||||
Debt discount on issuance of Promissory Notes | (185,843 | ) | — | |||||||||||||||||
$ | 230,743 | $ | — | |||||||||||||||||
Derivative Liability on issuance of Promissory Notes | $ | 267,122 | $ | — | ||||||||||||||||
The accompanying notes are an integral part of these financial statements. |
ALTAIR INTERNATIONAL CORP.
Notes to the Unaudited Consolidated Financial Statements
December 31, 20162022
(Unaudited)
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 20704 N 90th Place, Scottsdale, AZ 85254. The322 North Shore Drive, Building 1B, Suite 200, Pittsburgh, PA 15212.
License and Royalty Agreement
On February 10, 2021, the Company isentered 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 development stageUnited States and SXM’s EV battery recycling technology for which Altair has agreed to act as defined under Financial Accounting Standards Board (“FASB”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”) Accounting Standards Codification (“ASC”) 915-205 "Development-Stage Entities.”and sold from Altair’s mineral interests in the United States and SX has agreed to provide Altair with a 1% trailer fee on any royalty received by SX from the licensing of the SX EV battery recycling technology to each licensee of the SX EV battery recycling technology referred by Altair or Altair’s sub-agents. Altair will pay a royalty of 5% of the net revenue received by Altair for sales of Products using the lithium extraction technology which decreases to 3% of the net revenue on all payments in excess of US $8,000,000 of production on an annualized basis.
The lithium extraction technology remains under development by SX and SXM.
EVLS
In August of 2021, the Company has entered intofiled a strategic alliancepatent application with Cure Pharmaceutical Corporation (“CURE”), a California company engaged in the development of oral thin film (“OTF”)USPTO for the delivery of nutraceutical, over-the-counter and prescription products. Initially this allianceits carbon nanotube/graphene based battery technology, which was comprised of 20 claims. In late November of 2021, we received a non-final rejection notice from the USPTO, citing a number of issues with the claims that would require amendment and/or modification. As we wish to submit a patent application with new ‘artwork,’ or technical drawings, we have decided to file a new patent application when feasible, as per USPTO policy an 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 intoapplicant cannot submit new artwork with an amended application. The technology remains viable, under 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 $360,000in our view, holds great potential 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 the 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 forhave 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 will become 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.
The Company had previously planned to commence operationsdisruptive impact 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.battery space.
Since inception (December 20, 2012) through December 31, 2016, the Company has not generated any revenue and has accumulated losses of $298,430.
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
The 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 $298,430 as of December 31, 2016 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 32 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanyingCompany’s unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the nine month periodsperiod ending December 31, 20162022, and 2015 andnot necessarily indicative of the results to be expected for the full year ending March 31, 2016.2023. These unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2022.
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 December 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 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
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 amountamounts of revenues and expenses during the reporting period. Actual results couldmay 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.
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 will become 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 month from the effective date of the Agreement and $1,500,000 for each year thereafter.
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 December 31, 2016 ($360,000 as at December 31, 2015).
NOTE 6 – PROMISSORY NOTES
Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of December 31, 2022 and March 31, 2022.
On March 6, 2015,Principles of Consolidation
The accompanying consolidated financial statements for the nine months ended December 31, 2022, include the accounts of the Company executed a convertible promissory note for $100,000 with Williams Ten, LLC. and its wholly owned subsidiary, EV Lithium Solutions, Inc. All significant intercompany transactions have been eliminated in consolidation.
Mining Expenses
The note was dueCompany records all mining exploration and evaluation costs as expenses in ninety days, had a $10,000 one-time interest payment due at maturity and required the issuanceperiod in which they are incurred.
Fair Value of 10,000 shares of common stock. Any unpaid principal and interest at the endFinancial Instruments
The Company follows paragraph 825-10-50-10 of the term was convertible into shares of common stock at 50% of the average closing priceFASB Accounting Standards Codification for the ten days prior to the end of the term of the note. Thedisclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the common stock issued was determinedFASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to be $9,091 based on its fair value relative tomeasure the fair value of the debt issued. This amount was recorded asits financial instruments. Paragraph 820-10-35-37 establishes 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 accountedframework for it as a derivative liability. The Company recorded the derivative liability at itsmeasuring 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 Notein accounting principles generally accepted in the amountUnited States of $121,000,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 included all accrued interestprioritizes 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 penalties. This Convertible Promissory Note bears interest at the ratelowest priority to unobservable inputs. The three levels of 6.00% per annum and has a one year term. 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 Holder is entitled to convert any or all of the principalcarrying 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, parfinancial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value $.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. On October 3, 2016, the Company converted $10,000because of the principal balance into 1,000,000 sharesshort maturity of common stock. As of December 31, 2016, $111,000 remains outstanding; and the Company fair valued the derivative at $71,105 resulting in a gain on the change inthose instruments. The Company’s notes payable approximates the fair value of $24,645.such instruments as the notes bear interest rates that are consistent with current market rates.
On September 29, 2016, the Company issued a Convertible Promissory Note in the principal amount of $13,850 to Strips Nutrition, Inc. 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 offollowing table classifies the Company’s shares of common stock, par value $.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 liabilityliabilities measured 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.
As of December 31, 2016, the Company fair valued the derivative at $8,872 resulting in a gain on the change inrecurring basis into the fair value of $2,088. In addition, $2,763 of the debt discount has been amortized to interest expense.hierarchy as of:
On September 29, 2016,December 31, 2022
Description | Level 1 | Level 2 | Level 3 | |||||||||||
Derivative | $ | — | $ | — | $ | 126,410 | ||||||||
Total | $ | — | $ | — | $ | 126,410 |
March 31, 2022
Description | Level 1 | Level 2 | Level 3 | |||||||||||
Derivative | $ | — | $ | — | $ | 157,507 | ||||||||
Total | $ | — | $ | — | $ | 157,507 |
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a Convertible Promissory Note in the principal amountmaterial impact on its financial position or results 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 $.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. As of December 31, 2016, the Company fair valued the derivative at $8,820 resulting in a gain on the change in the fair value of $2,076. In addition, $2,776 of the debt discount has been amortized to interest expense.operations.
On September 29, 2016,NOTE 3 - GOING CONCERN
The Company’s unaudited financial statements have been prepared on a going concern basis, which assumes the Company issued a Convertible Promissory Notewill be able to realize its assets and discharge its liabilities in the principal amountnormal course of $160,000business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $16,030,857 as of December 31, 2022. Further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to Mr. Brent McMahoncontinue as considerationa going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from third parties and/or private placement of common stock. The financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.
NOTE 4 – ASSET PURCHASE
On March 19, 2021, the Company, through its newly formed Nevada subsidiary, EV Lithium Solutions, Inc., entered into an Asset Purchase Agreement with CryptoSolar LTD, a company formed under the laws of the United Kingdom, that has energy storage technology for $160,000a variety of industries, including electric vehicles, to be used in cash advances toplace of traditional batteries that rely upon chemical reactions rather than an electric field for higher energy output and a longer life than traditional batteries. Under the Company. This Convertible Promissory Note bears interestterms of the Asset Purchase Agreement, CryptoSolar received shares of Altair's common stock at the rate of 6.00% per annum and has a one year term. The Holder is entitled to convert any or allclosing of the principal amount of this Notetransaction and any accrued interest, late fee, and extension fee, if applicable, into such number of shares of the Company’swill receive up to additional shares of common stock par value $.0001 (the “Common Stock”) as is obtainedin connection with the successful commercial development of the scaled-up EV battery prototype and 20% of the net profits from all products sold by dividingAltair incorporating or based upon the entire principal amountassets acquired from CryptoSolar. In addition, Altair International entered into a five-year Consulting Agreement with the sole founder of this Note plus any accrued interest by $0.01CryptoSolar LTD, Andreas Tapakoudes, under which he will receive a consulting fee of $4,000 per share. month to develop a commercial lithium battery and a manufacturing facility for its commercial production.
The company bifurcated shares issued were valued at $ per share, the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $126,612 basedclosing stock price on the Black Scholes Merton pricing model and a corresponding debt discountdate of $126,612 to be amortized utilizing the interest methodgrant, for total non-cash expense of accretion over the term of the note.$ . On October 3, 2016, the Company converted $10,000 of the principal balance into 1,000,000 shares of common stock. As of December 31, 2016, the Company fair valued the derivative at $96,088 resulting in a gain on the change in the fair value of $30,524. In addition, $32,260 of the debt discount has been amortized to interest expense.
On September 29, 2016,August 23, 2021, the Company issued a Convertible Promissory Note in the principal amount of $84,373.25 to Evolution Equities Corporation, 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 another shares of common stock par value $.0001 (the “Common Stock”) as is obtained by dividingper the entire principal amountterms of this Note plus any accrued interest by $0.01 the agreement. The shares issued were valued at $ per share. The company bifurcatedshare, the conversion feature and accountedclosing stock price on the date of grant, for it as a derivative liability.total non-cash expense of $ . The Company recordeddetermined that it was unable to substantiate the derivative liability at itsactual fair value of $66,766 based on the Black Scholes Merton pricing model and a corresponding debt discounttechnology that was acquired so has chosen to impair the full amount of $66,766 to be amortized utilizing the interest method of accretion over the term$ as of the note. Asyear ended March 31, 2021 and the $ as of the year ended March 31, 2022.
NOTE 5 – CONVERTIBLE NOTES PAYABLE
A summary of the Company’s convertible notes as of December 31, 2016, the Company fair valued the derivative at $54,048 resulting in a gain on the change in the fair value of $12,718. In addition, $17,012 of the debt discount has been amortized to interest expense.2022, is presented below:
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 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 $.0001 (the “Common Stock”) 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. As of December 31, 2016, the Company fair valued the derivative at $22,421 resulting in a gain on the change in the fair value of $5,275. In addition, $7,506 of the debt discount has been amortized to interest expense.
Note Holder | Date | Maturity Date | Interest | Balance | Additions | Conversions | Balance | |||||||||||||||||||
EROP Enterprises (1) | 9/9/2021 | 9/9/2022 | 8 | % | $ | 25,000 | $ | — | $ | (25,000 | ) | $ | — | |||||||||||||
EROP Enterprises (1) | 11/12/2021 | 11/12/2022 | 8 | % | $ | 30,000 | $ | — | $ | (30,000 | ) | $ | — | |||||||||||||
EROP Enterprises (2) | 1/12/2022 | 1/12/2023 | 8 | % | $ | 77,783 | $ | — | $ | (77,783 | ) | $ | — | |||||||||||||
EROP Enterprises (2) | 1/13/2022 | 1/13/2023 | 8 | % | $ | 25,000 | $ | — | $ | (25,000 | ) | $ | — | |||||||||||||
Thirty 05, LLC (2) | 1/25/2022 | 1/25/2023 | 8 | % | $ | 5,000 | $ | — | $ | — | $ | 5,000 | ||||||||||||||
EROP Enterprises (3) | 3/4/2022 | 3/4/2023 | 8 | % | $ | 20,000 | $ | — | $ | — | $ | 20,000 | ||||||||||||||
Thirty 05, LLC (3) | 3/7/2022 | 3/7/2023 | 8 | % | $ | 2,500 | $ | — | $ | — | $ | 2,500 | ||||||||||||||
Thirty 05, LLC (3) | 5/19/2022 | 5/19/2023 | 8 | % | $ | — | $ | 15,000 | $ | — | $ | 15,000 | ||||||||||||||
EROP Enterprises (3) | 5/24/2022 | 5/24/2023 | 8 | % | — | 20,000 | — | 20,000 | ||||||||||||||||||
EROP Enterprises (4) | 11/14/2022 | 11/14/2022 | 8 | % | — | $ | 10,000 | — | $ | 10,000 | ||||||||||||||||
EROP Enterprises (5) | 12/15/2022 | 12/15/2022 | 8 | % | — | $ | 51,444 | — | $ | 51,444 | ||||||||||||||||
EROP Enterprises (5) | 12/29/2022 | 12/29/2022 | 8 | % | — | $ | 25,000 | — | $ | 25,000 | ||||||||||||||||
Total | $ | 185,283 | $ | 121,444 | $ | (177,783 | ) | $ | 128,944 | |||||||||||||||||
Less Discount | $ | (129,180 | ) | $ | (95,531 | ) | ||||||||||||||||||||
Total | $ | 56,103 | $ | 33,413 |
On October 14, 2016, the Company issued a Convertible Promissory Note in the principal amount of $8,594.48 to Enpos Sports, LLC 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
Total accrued interest late fees, and extension fees, if applicable, into such number of shares of the Company’s shares of common stock, par value $.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. As of December 31, 2016, the Company fair valued the derivative at $5,768 resulting in a gain on the change in the fair value of $976. In addition, $1,460 of the debt discount has been amortized to interest expense.
A summary of outstanding convertible notesabove Notes as of December 31, 2016,2022 and March 31, 2022, is as follows:$3,175 and $4,780, respectively.
Issue Date Maturity Date Stated Interest Rate Principal Balance 12/31/2016Note Holder Williams Ten, LLC 9/29/2016 9/29/2017 6 % $ 111,000 Strips Nutrition, Inc. 9/29/2016 9/29/2017 6 % 13,850 Mr. Fred Lee 9/29/2016 9/29/2017 6 % 13,769 Mr. Brent McMahon 9/29/2016 9/29/2017 6 % 150,000 Evolution Equities Corporation 9/29/2016 9/29/2017 6 % 84,373 Enpos Sports, LLC 9/23/2016 9/23/2017 6 % 35,000 Enpos Sports, LLC 10/14/2016 10/14/2017 6 % 8,594 Total 416,586 Less debt discount (185,843 ) Total $ 230,743
(1) | On notice, the Note holder has the right to convert all or a portion of the outstanding balance of the Note into common shares of the Company at a rate of the lesser of (i)$0.10 or 70% of the lowest closing bid price of the common stock in the 5 days prior to conversion. | |
(2) | On notice, the Note holder has the right to convert all or a portion of the outstanding balance of the Note into common shares of the Company at a rate of the lesser of (i)$0.04 or 70% of the lowest closing bid price of the common stock in the 5 days prior to conversion. | |
(3) | On notice, the Note holder has the right to convert all or a portion of the outstanding balance of the Note into common shares of the Company at a rate of the lesser of (i)$0.02 or 70% of the lowest closing bid price of the common stock in the 5 days prior to conversion. | |
(4) | On notice, the Note holder has the right to convert all or a portion of the outstanding balance of the Note into common shares of the Company at a rate of the lesser of (i)$0.015 or 80% of the lowest closing bid price of the common stock in the 5 days prior to conversion. | |
(4) | On notice, the Note holder has the right to convert all or a portion of the outstanding balance of the Note into common shares of the Company at a rate of the lesser of (i)$0.015 or 70% of the lowest closing bid price of the common stock in the 5 days prior to conversion. |
A summary of the activity of the derivative liability for the notes above is as follows:
Balance at March 31, 2016 | $ | 100,000 |
Increase to derivative due to new issuances | 249,651 | |
Derivative (gain) due to mark to market adjustment | (82,529) | |
Balance at December 31, 2016 | $ | 267,122 |
Balance at March 31, 2021 | $ | 142,642 | ||
Increase to derivative due to new issuances | 809,212 | |||
Decrease to derivative due to conversion/repayments | (339,324 | ) | ||
Derivative gain due to mark to market adjustment | (455,023 | ) | ||
Balance at March 31, 2022 | 157,507 | |||
Increase to derivative due to new issuances | 124,088 | |||
Decrease to derivative due to conversion/repayments | (242,537 | ) | ||
Derivative loss due to mark to market adjustment | 87,352 | |||
Balance at December 31, 2022 | $ | 126,410 |
NOTE 7 – LOANS PAYABLEA summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy as of December 31, 2022 and March 31, 2022, is as follows:
On July 22, 2015, the Company obtained a loan from a third party in the amount of $25,000. This loan was non-interest bearing, was unsecured and had no fixed terms of repayment. The loan was repaid in its entirety on September 29, 2016.
Inputs | December 31, 2022 | March 31, 2022 | ||||||
Stock price | $ | $ | ||||||
Conversion price | $ | 0.007 | $ | 0.0172 | ||||
Volatility (annual) | % - | % | % - | % | ||||
Risk-free rate | - | - | ||||||
Dividend rate | ||||||||
Years to maturity | - | - |
During the fiscal year ended March 31, 2016, the Company obtained a loan from a third party in the amount of $4,175. A further $9,990 was loaned to the Company in the six months ended September 30, 2016. This loan is non-interest bearing, is unsecured and has no fixed terms of repayment.
In the three month period ended March 31, 2016, the Company obtained loans from a third party in the total amount of $11,350. In the three month period ended June 30, 2016, the Company received a further $2,500 in loans from this same third party. These loans totaling $13,850 were non-interest bearing, unsecured and had no fixed terms of repayment. On September 29, 2016 these loans were settled through the issuance of a Convertible Promissory Note as described in item 6(2) above.
On December 30, 2016, the Company obtained a loan from a third party in the amount of $30,000. This loan is non-interest bearing, is unsecured and has no fixed terms of repayment.
A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy at the time of conversion is as follows:
Inputs | December 31, 2022 | March 31, 2022 | ||||||
Stock price | $ | $ | - | |||||
Conversion price | $ | 0.0106 – 0.0105 | $ | 0.145 - 0.147 | ||||
Volatility (annual) | % | % – | % | |||||
Risk-free rate | % | % | ||||||
Dividend rate | ||||||||
Years to maturity | – | – |
The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management.
NOTE 6 – LOANS PAYABLE
A summary of the Company’s loans payable as of December 31, 2022 is presented below:
Note Holder | Date | Maturity Date | Interest | Balance | Additions | Repayments | Balance | |||||||||||||||||||
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 | 8/11/2022 | 8/11/2023 | 8 | % | — | 50,000 | (50,000 | ) | — | |||||||||||||||||
Total | $ | 49,155 | $ | 50,000 | $ | (84,990 | ) | $ | 64,165 |
On July 19, 2022, the Company and Byron Hampton entered into an agreement to convert the three outstanding notes due to Mr. Hampton for a total of $39,684, into a single convertible note. The Company issued Mr. Hampton a convertible promissory note for $39,684 on July 19, 2022. The note accrues interest at 8% and matures in one year. On July 22, 2022, Mr. Hampton, converted the note payable of $39,684 into shares of common stock.
On August 11, 2022, the Company issued a Non-Convertible Promissory Note for $50,000 to EROP Enterprises, LLC, The Note bears interest at 8% per annum, of which six months is guaranteed, and matures in one year. On December 15, 2022, This note plus $1,444 of interest was exchanged for a new convertible promissory.
Total accrued interest on the above notes payable as of December 31, 2022 and March 31, 2022 was $0 and $3,991, respectively.
NOTE 7 – COMMON STOCK
The Company has 75,000,000 common shares authorized with a par value of $0.001 per share.
During the periodnine months ended December 20, 2012 (inception) to March 31, 2013, the Company sold a total2022, EROP Enterprises LLC, converted $177,783 and $8,719 of 3,000,000principal and interest, respectively, into shares of common stock for total cash proceedsstock.
On July 22, 2022, Mr. Hampton, converted the note payable of $3,000. In November and December 2013, the Company sold a total of 1,235,000$39,684 into shares of common stockstock.
Refer to Note 9 for total cash proceeds of $24,700. During the period December 20, 2012 (inception)shares issued to March 31, 2014, the Company sold a total of 4,235,000 shares of common stock for total cash proceeds of $27,700.related parties.
NOTE 8 – WARRANTS
On February 9, 2015,October 15, 2020, the Company affectedentered into a sevenservice agreement with a third party for one forward splita term 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.
During the three month period ended December 31, 2016 the Company issued 2,000,000 common shares on the conversion of $20,000 of the convertible Promissory Notes described in item 6. In addition, the Company issued 10,000 common shares to as required undersix months. Per the terms of the original Promissory Note with Williams Ten LLC as describedagreement 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 item 6.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.
12 |
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, 2022 | 1,000,000 | $ | 0.25 | $ | 0.18 | $ | — | |||||||||||
Issued | — | $ | — | $ | — | — | ||||||||||||
Exercised | — | $ | — | $ | — | — | ||||||||||||
Expired | — | $ | — | $ | — | — | ||||||||||||
Outstanding, March 31, 2022 | 1,000,000 | $ | 0.25 | $ | 0.18 | $ | — | |||||||||||
Issued | — | $ | — | $ | — | — | ||||||||||||
Exercised | — | $ | — | $ | — | — | ||||||||||||
Expired | — | $ | — | $ | — | — | ||||||||||||
Exercisable, December 31, 2022 | 1,000,00 | $ | 0.25 | $ | 0.18 | $ | — |
Range of Exercise Prices | Number Outstanding 12/31/2022 | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | |||||||||||
$0.25 | 1,000,000 | years | $0.25 | |||||||||||
The Company had 31,957,000 common shares issued and outstanding ataggregate intrinsic value represents the total pretax intrinsic value, based on warrants with an exercise price less than the Company’s stock price as of December 31, 2016.2022, which would have been received by the warrant holder had the warrant holder exercised their warrants as of that date.
NOTE 9 – RELATED PARTY TRANSACTIONS
From inception through September 29, 2016,During the Directors loanednine months ended December 31, 2022 and 2021, the Company $84,374 net of repayments to paypaid Mr. Leonard Lovallo $34,000 and $36,000 for incorporation costs, generalhis role as Chief Executive Office and administrative expenses and professional fees, the acquisition of sales and distribution licenses and advances to Cure Pharmaceutical. On September 29, 2016, this amount was settled through the issuance of a convertible promissory note as described item 6 above.
On September 29, 2016, the Company entered into a consulting agreement with the Company’s sole officer and director for the provision of management and financial services. This agreement calls for a one time payment of $10,000 on signingPresident of the agreement, and payments of $5,000 per month for six months, terminating on March 30, 2017. In addition, an amount of $5,000 for services provided in September, 2016 is payable on either the termination of the contract or completion of a minimum $500,000 financing.Company. As of December 31, 2016, $15,500.00 had been paid2022, the Company has accrued $6,000 of compensation due to Mr. Lovallo.
On January 8, 2022, the Company renewed and $15,500.00 was payable pursuant to this contract. In addition, if financing of greater than $200,000 is obtained during theextended its contract with its CEO for a term of this contract,one year. As a signing bonus, Mr. Lovallo was granted shares of the consultant has agreedCompany’s common stock. The shares were valued at $ , for total expense of $360,000, which is being amortized over the one-year term.
On December 22, 2022, $22,500 of fees due to exchange 21,000,000Ramzi Khoury, Director, were settled by the issuance of shares registered in his name for 6,000,000 newly issued restricted shares.of common stock.
NOTE 10 – SUBSEQUENT EVENTS
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 October 1, 2016 to February 7, 2017date that the financial statements were issued and has determined that it has no otherdoes not have any material subsequent events to disclose in these financial statements.
END OF NOTES TO FINANCIAL STATEMENTS
statements other than the following.
On January 25, 2023, EROP Enterprises LLC, agreed to extend the convertible promissory notes dated January 25, 2022 and March 7, 2022 by one additional year.
On January 30, 2023, EROP Enterprises LLC, converted $20,000 and $1,093 of principal and interest into shares of common stock. The conversion settled the May 24, 2022, Convertible Promissory Note in full.
On January 1, 2023, the Company renewed and extended its contract with its CEO for a term of one year, with compensation remaining at $4,000 per month.
ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION |
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Our Business
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 International Corp. (“Altair”) isowning 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 stage companycosts as follows: $100,648 within year one for an additional 10/%, $600,000 in year two for an additional 20% and $600,000 in year three for an additional 20% ownership interest. The Earn-In Agreement grants Altair the exclusive right to explore the properties. In July 2021, the Company undertook a sampling and testing program on the Stonewall lithium project, which returned results showing anomalous lithium content. During 2022, Altair satisfied payment of the claim fees due to the Unites States Bureau of Land Management, and in August of 2022, Altair and AMLM entered into a 2nd Amendment to the original Earn-In Agreement, which, among other things, detailed that was incorporated in Nevada on December 20, 2012.that parties agreed that the 2021 Calendar Year work commitment had been satisfied, and made certain changes to the required Annual Work Commitments required to be satisfied by Altair for the ’22, ’23, and ’24 calendar years. Further sampling and testing will be required to advance the Stonewall project.
The
License and Royalty Agreement
On February 10, 2021, the Company entered into a strategic allianceLicense and Royalty Agreement (the “License Agreement”) with Cure Pharmaceutical CorporationSt-Georges Eco-Mining Corp. (“CURE”SX”), and St-Georges Metallurgy Corp. (“SXM”) under which Altair has received a California company engagedperpetual, non-exclusive license from SX of its lithium extraction technology for Altair to develop its lithium bearing prospects in the development of oral thin film (“OTF”)United States and SXM’s EV battery recycling technology 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,which Altair and Curehas agreed to enter into further joint ventures or other business relationships foract as exclusive master agent to promote the purposelicensing and deployment 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.EV battery recycling technology in North America. Altair advanced $360,000 to CURE in this regard.
On September 23, 2016, the Company and CUREhas agreed to terminateprovide SX with a net revenue interest royalty on all metals and minerals extracted (the “Products”) and sold from Altair’s mineral interests in the Exclusive LicenseUnited States and Distribution Agreement for CURE’s Sildenafil Products dueSX has agreed to provide Altair with a 1% trailer fee on any royalty received by SX from the unanticipated costs of obtaining regulatory approvals for the introduction of these pharmaceutical products into the licensed 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 will become the exclusive worldwide distributor for these products. The fee for this new Exclusive License and Distribution Agreement was $560,000, comprisedlicensing 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 Company had previously plannedSX EV battery recycling technology 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 favoreach licensee of the business operations described above.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.
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Activities of our wholly-owned subsidiary, EV Lithium Solution, Inc. (EVLS)
On March 19, 2021, EVLS acquired a 100% interest in the IP related to a novel, solid state lithium/graphene battery technology from Cryptosolar Ltd., a Company domiciled in the United Kingdom. We continue to invest in the research and development of this technology and such development is moving forward rapidly. We are currently in the process of patenting the technology and are exploring options for commercialization. On July 21, 2021, the Company engaged Mr. Matthew Kiang to assist in our efforts to commercialize our battery technology, and on August 6, 2021, the Company filed its first patent application for this technology, which referenced 20 claims. In December 2021, we received a non-final rejection of the claims on various grounds and we have since determined that the most prudent course of action will be to file a new patent application rather than amend the existing application. We do not currently have an established timeline for our filing of a new patent application. We have eliminated the use of lithium in our battery platform, resulting in a technology which does not rely on any electrochemical reactions. This development results in an energy supply with a cost that will not be affected by the fluctuations in global lithium prices, and carries no risk of fire as lithium batteries do. We are currently and actively exploring options for commercialization of this technology, which we have named our Energy Storage Unit, or ESU.
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 termlong-term operating requirements. We expectManagement intends to raise additional capital through, among other things,finance operating costs over the salenext twelve months with existing cash on hand, loans from third parties and\or private placements of equity or debt securities.common stock. No assurance can be given that such funds will be available.
Working CapitalResults of operations for the three months ended December 31, 2022 compared to the three months ended December 31, 2021.
As of December 31, 2016 | As of March 31, 2016 | |||||||
Total Current Assets | $ | 30,049 | $ | 5,422 | ||||
Total Current Liabilities | 566,862 | 506,219 | ||||||
Working Capital (Deficit) | $ | (536,813 | ) | $ | (500,797 | ) |
Cash Flows
Nine Months Ended December 31, 2016 | Nine Months Ended | |||||||
Cash Flows from (used in) Operating Activities | $ | (50,226 | ) | $ | (65,289 | ) | ||
Cash Flow from (used in) Investing Activities | — | (100,000 | ) | |||||
Cash Flows from (used in) Financing Activities | 74,853 | 165,130 | ||||||
Net Increase (decrease) in Cash during period | $ | 24,627 | $ | (159 | ) |
Operating Revenues
The Company has not recognized any revenue to date.
DuringOperating Expenses
Mining and exploration expense for the nine month period endingthree months ended December 31, 2016,2022, was $0 compared to $32,797 for the three months ended December 31, 2021. The Company’s mining and exploration expense has decreased to $0 in the current period as the Company did not record any revenues. During fiscal year ended March 31, 2016, the Company did not generate any revenue.looks for new opportunities.
Consulting expense for the three months ended December 31, 2022, was $0 compared to $10,000 for the three months ended December 31, 2021. We incurred additional expense in the prior period for consultants who are not currently doing any work for the Company.
Compensation expense – related party, for the three months ended December 31, 2022 was $102,000 compared to $12,000 for the three months ended December 31, 2021. The Company incurs compensation expense for its CEO. In the current period we recognized $90,000 of stock compensation expense from shares issued in the prior period for which their value is being amortized over the term of the CEO’s employment agreement.
Director fees for the three months ended December 31, 2022, was $10,000 compared to $7,500 for the three months ended December 31, 2021.
General and administrative expense for the three months ended December 31, 2022, was $29,159 compared to $37,822 for the three months ended December 31, 2021. In the current period are larger expenses were for professional fees of $9,500, and other outside services of $12,000. In the prior period professional fees were $11,000 and we had $12,000 of investor relation expense we did not have in the current period.
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Operating Expenses and Net LossOther Expense
Operating expenses duringTotal other expense for the three month periodmonths ended December 31, 2016 were $21,6152022, was $4,609, consisting of travel and general and administrative expenses$22,988 of interest expense, which includes corporate overhead$20,331 of debt discount amortization and financial and contracted services, as compared to $3,860 fora loss on the three month period ended December 31, 2015.
Interest expense (recovery) forissuance of convertible debt of $5,328. We had a gain on the three month period ended December 31, 2016 was $68,993 as compared to $(753) forchange in the three month period ended December 31, 2015. The fair value of derivative liabilities decreased by $78,302 inof $11,692 and a gain on conversion of debt of $8,317. Total other expense for the three month periodmonths ended December 31, 2016 as compared to $nil for2021, was $302,756, consisting of $289,909 of interest expense, which includes $278,732 of debt discount amortization, a loss on the three month period ended December 31, 2015.change in the fair value of derivative of $7,520 and a loss on the issuance of convertible debt of $5,328.
Net Loss
Net loss for the three month periodmonths ended December 31, 20162022, was $12,306,$145,768 in comparison to a net loss of $3,107$402,875 for the three months ended December 31, 2015.2021. The large decrease to our net loss is largely attributed to our non-cash debt discount expense we incurred in the prior period.
Results of operations for the nine months ended December 31, 2022 compared to the nine months ended December 31, 2021.
Revenues
The Company has not recognized any revenue to date.
Operating Expenses
Mining and exploration expense for the nine months ended December 31, 2022 was $0 compared to $364,327 for the nine months ended December 31, 2021. The Company’s mining and exploration expense has decreased to $0 in the current period as the Company looks for new opportunities.
Consulting expense for the nine months ended December 31, 2022, was $0 compared to $1,302,862 for the nine months ended December 31, 2021. In the prior period we granted 13,950,000 shares of common stock for total non-cash consulting expense of $1,243,000. In addition to the stock compensation, we incurred additional expense in the prior period for consultants who are not currently doing any work for the Company.
Compensation expense – related party, for the nine months ended December 31, 2022 was $306,000 compared to $36,000 for the nine months ended December 31, 2021. The Company incurs compensation expense for its CEO. In the current period we recognized $270,000 of stock compensation expense from shares issued in the prior period for which their value is being amortized over the term of the CEO’s employment agreement.
Director fees for the nine months ended December 31, 2022, was $25,000 compared to $22,500 for the nine months ended December 31, 2021.
General and administrative expense for the nine months ended December 31, 2022, was $117,399 compared to $162,734 for the nine months ended December 31, 2021. In the current period are larger expenses were for professional fees of $36,500 and other outside services of $40,000. In the prior period professional fees were $59,000, and our expenses for OTC fees and the transfer agent were higher than in the current period. In the prior period we also had $17,382 of investor relation expense we did not have in the current period.
Other Expense
Total other expense for the nine months ended December 31, 2022, was $216,282, consisting of $159,291 of interest expense, which includes $149,958 of debt discount amortization, a loss on the change in the fair value of derivative of $87,352, a loss on the issuance of convertible debt of $7,779 and a gain on conversion of debt of $38,140. Total other expense for the nine months ended December 31, 2021, was $327,913, consisting of $520,571 of interest expense, which includes $489,689 of debt discount amortization, a gain on the change in the fair value of derivative of $442,646, a loss on the issuance of convertible debt of $215,611, a loss on the settlement of debt of $5,647, and impairment expense of $32,000.
Net Loss
Net loss for the nine month periodmonths ended December 31, 20162022, was $55,836$664,681, in comparison to a net loss of $135,499$2,216,336 for the nine months ended December 31, 2015.2021. The large decrease to our net loss is largely attributed to our non-cash stock-based compensation expense and other non-cash expenses, related to our convertible debt and derivatives, we incurred in the prior period.
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Liquidity and Capital Resources
As at December 31, 2016, the Company’s current assets were $30,049 and at March 31, 2016 were $5,422. As at December 31, 2016, the Company had total liabilities of $566,682, consisting of $18,240 in accounts payable, $416,586 in Promissory Notes payable to third parties and a related party less debt discounts of $185,843, derivative liabilities of $267,122, $44,165 in loans payable, and $6,412 in interest payable. As at December 31, 2016, the Company had a working capital deficit of $536,633.
As at December 31, 2015, the Company’s current assets were $41. As at December 31, 2015, the Company had total liabilities of $476,279, consisting of $1,730 in accounts payable, $100,000 in Promissory Notes payable, $29,175 in loans payable, $21,000 in interest payable, a $100,000 derivative liability and $224,374 in loans from a related party. As at December 31, 2015, the Company had a working capital deficit of $476,238.
Cash flow from/used in Operating ActivitiesActivities.
We have not generated positive cash flows from operating activities. During the nine month periodmonths ended December 31, 2016,2022, the Company used $50,226$115,399 of cash for operating activities. For the nine month period ended December 31, 2015, the Company used $65,289activities compared to $355,640 of cash for operating activities.activities in the prior period.
Cash flow from Financing Activities
We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. During the nine month periodmonths ended December 31, 2016,2022, the Company received $74,853$70,000 of cash from financing activities. For the nine monthissuance of new convertible notes and $50,000 from the issuance of a non-convertible note. In the prior period ended December 31, 2015 the Companywe received $165,130$467,500 of cash from financing activities.the issuance of convertible notes, $75,000 from the issuance of a non-convertible notes, which was offset by payments of $300,000 to repay related party debt.
Going Concern
We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Future Financings
We will continue to rely on equity sales of our common shares or debt financing arrangements in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Contractual Obligations
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
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ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. | Controls and Procedures |
Management’s Report Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted underDuring the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.
Anquarter ended December 31, 2022, we carried out an evaluation, was conducted under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as required byprocedures (as defined in Exchange Act Rule 13a-15.Rules 13a-15(e) and 15d-15(e)). Based onupon that evaluation, our managementprincipal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were effective as of December 31, 2016ineffective 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 byin the SEC’sCommission’s rules and forms.forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Our principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our financial statements included in this quarterly 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 Overover Financial Reporting
OurInternal 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 control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act. Our management assessed the effectiveness of our internal control over our financial reporting asreporting. Under the supervision and with the participation of December 31, 2016. Ourour management, has concluded that, as of December 31, 2016,including our internal control overprincipal executive officer and principal financial reporting is effective.
Changes in Internal Control and Financial Reporting
There has been no change in our internal control over financial reporting identified in connection with our evaluationofficer, we conducted an evaluation of the effectiveness of our internal control over financial reporting asusing the Internal Control – Integrated Framework (2013) developed by the Committee of December 31, 2016,Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that occurred during our third fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. reporting was not effective as of December 31, 2022.
This quarterly report does not include an attestation reportWe are aware of the Company’s registered public accounting firm regardingfollowing material weaknesses in internal control over financial reporting. Management’s report was not subject to attestation bythat could adversely affect the Company’s registered public accounting firm pursuantability to temporary rules of the SEC that permit the Company to provide only management’srecord, process, summarize and report in this quarterly 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 effectiveness of controls
Internal control over financial reporting has inherent limitations, which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process, which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
PART II—II - OTHER INFORMATION
ITEM 1. | LEGAL PROCEEDINGS |
We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 1A. | RISK FACTORS |
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
Quarterly Issuances:None.
None
Subsequent Issuances:
None
ITEM 3. | Defaults Upon Senior Securities |
None.
ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
ITEM 5. | OTHER INFORMATION |
None.
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ITEM 6. | EXHIBITS |
Exhibit Number | Description of Exhibit | Filing | |||
3.01 | Articles of Incorporation | Filed with the SEC on July 29, 2013 as part of our Registration Statement on Form S-1. | |||
3.02 | Filed with the SEC on July 29, 2013 as part of our Registration Statement on Form S-1. | ||||
31.01 | CEO and CFO Certification Pursuant to Rule 13a-14 | Filed herewith. | |||
32.01 | CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act | Filed herewith. | |||
101.INS* | Inline XBRL Instance Document | Filed herewith. | |||
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | Filed herewith. | |||
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith. | |||
101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document | Filed herewith. | |||
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith. | |||
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ALTAIR INTERNATIONAL CORP. | |
Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the CompanyDated: February 10, 2023
/s/ Leonard Lovallo
By: Leonard Lovallo
Its: President, CEO and in the capacities and on the dates indicated:Director
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