Notes to the Financial Statements
June 30, 2020
(Unaudited)
The results for the three months ended June
30, 2020 are not necessarily indicative of the results of operations for the full year. These financial statements and related
footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Annual
Report on Form 10K for the year ended March 31, 2020, filed with the Securities and Exchange Commission.
The accompanying financial statements have
been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2020 and for
the related periods presented have been made.
NOTE 1 - ORGANIZATION AND BUSINESS
OPERATIONS
Organization and Description of Business
ALTAIR INTERNATIONAL CORP. (the “Company”)
was incorporated under the laws of the State of Nevada on December 20, 2012. The Company’s physical address is 6501 E. Greenway
Pkwy #103-412, Scottsdale, AZ 85254. The Company is in the development stage as defined under Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) 915-205 "Development-Stage Entities.”
The Company is currently engaged in identifying and assessing new
business opportunities.
The Company previously planned to engage in
the distribution of oral thin film nutraceutical products. This plan was abandoned in the 2017 fiscal year due to a lack of working
capital required to introduce the products to market.
Since inception (December 20, 2012) through June 30, 2020, the Company
has not generated any revenue and has accumulated losses of $940,436.
NOTE
2 - GOING CONCERN
These
financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets
and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses
since inception resulting in an accumulated deficit of $940,436 as of June 30, 2020 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, loans from third parties and/or private
placements of common stock.
NOTE 3 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have
been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the
rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting
of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations
and cash flows of the Company as of and for the three month periods ending June 30, 2020 and 2019, and year ending March 31, 2020.
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 June 30, 2020 the Company's bank deposits did not exceed the insured
amounts.
Convertible Promissory Notes
The Company has
issued Promissory Notes with conversion provisions that allow the holder to convert the note into shares of the Company at a discount.
The Company records an expense calculated at the date of issuance based on the amount the note could be converted into at that
time, over and above the note payable.
Basic and Diluted Income (Loss) Per Share
The Company computes loss per share in accordance
with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per
share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders
by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive
potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their
effect is anti-dilutive.
Income Taxes
The Company follows the liability method of
accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated
tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis
(temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date.
Fair Value of Financial Instruments
FASB ASC 820 "Fair Value Measurements
and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The
hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable
in the market.
These tiers include:
Level 1: defined as observable inputs such
as quoted prices in active markets;
Level 2: defined as inputs other than
quoted prices in active markets that are either directly or indirectly observable; and
Level 3: defined as unobservable inputs
in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The carrying amounts of financial assets and
liabilities, such as cash and accrued liabilities approximate their fair values because of the short maturity of these instruments.
Use of Estimates
The preparation of financial statements in
conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements
and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those
estimates.
Reclassifications
Certain reclassifications have been made to
the prior period financial information to conform to the presentation used in the financial statements for the three month period
June 30, 2020.
NOTE 4 – CONVERTIBLE PROMISSORY NOTES
Williams Ten, LLC
On May 11, 2020, the Company issued a convertible note payable to
Williams Ten, LLC in the amount of $15,000.
The note has conversion provisions allowing
the holder to convert the note into shares of the Company at a discount, as described in the table below. At issuance the value
of the conversion feature was less than the face amount of the note payable.
At June 30, 2020 the balance on the outstanding
convertible note payable with interest accrued was $15,164.
Further details of the outstanding convertible
note as of June 30, 2020 are as follows:
Note holder
|
Williams Ten, LLC
|
Original principal amount
|
$15,000
|
Net proceeds to the Company
|
$15,000
|
Term
|
12 months
|
Interest rate
|
8% computed on the basis of a 360 day year comprised of twelve thirty month days, compounded daily
|
Security
|
Not secured
|
Prepayment rights
|
The Company has the right to prepay the Note with ten trading days notice at 125% of the outstanding balance
|
Conversion rights
|
On notice, the Note holder has the right to convert all or a portion of the outstanding balance of the Note into common shares of the Company at a rate of the lesser of (i) $0.25 or (ii) 80% of the lowest closing bid price of the common stock in the 15 days prior to conversion.
|
EROP Capital, LLC
On May 13, 2020, the Company issued a convertible note payable to
EROP Capital, LLC in the amount of $20,000.
The note has conversion provisions allowing
the holder to convert the note into shares of the Company at a discount, as described in the table below. The Company recorded
an expense of $1,057 which was calculated at issuance (May 13, 2020) based on the amount the note could be converted into at that
time, over and above the note payable.
At June 30, 2020 the balance on the outstanding
convertible note payable with interest accrued was $20,210.
Further details of the outstanding convertible
note as of June 30, 2020 are as follows:
Note holder
|
EROP Capital, LLC
|
Original principal amount
|
$20,000
|
Net proceeds to the Company
|
$20,000
|
Term
|
12 months
|
Interest rate
|
8% computed on the basis of a 360 day year comprised of twelve thirty month days, compounded daily
|
Security
|
Not secured
|
Prepayment rights
|
The Company has the right to prepay the Note with ten trading days notice at 125% of the outstanding balance
|
Conversion rights
|
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 (ii) 70% of the lowest closing bid over the prior five trading days prior to conversion.
|
Thirty 05, LLC
On May 18, 2020, the Company issued a convertible note payable to
Thirty 05, LLC in the amount of $17,500.
The note has conversion provisions allowing
the holder to convert the note into shares of the Company at a discount, as described in the table below. At issuance the value
of the conversion feature was less than the face amount of the note payable.
At June 30, 2020 the balance on the outstanding
convertible note payable with interest accrued was $17,665.
Further details of the outstanding convertible
note as of June 30, 2020 are as follows:
Note holder
|
Thirty 05, LLC
|
Original principal amount
|
$17,500
|
Net proceeds to the Company
|
$17,500
|
Term
|
12 months
|
Interest rate
|
8% computed on the basis of a 360 day year comprised of twelve thirty month days, compounded daily
|
Security
|
Not secured
|
Prepayment rights
|
The Company has the right to prepay the Note with ten trading days notice at 125% of the outstanding balance
|
Conversion rights
|
On notice, the Note holder has the right to convert all or a portion of the outstanding balance of the Note into common shares of the Company at a rate of the lesser of (i)$0.25 or 80% of the lowest closing bid price of the common stock in the 15 days prior to conversion.
|
EROP Capital, LLC
On June 5, 2020, the Company issued a convertible note payable to
EROP Capital, LLC in the amount of $10,000.
The note has conversion provisions allowing
the holder to convert the note into shares of the Company at a discount, as described in the table below. The Company recorded
an expense of $528 which was calculated at issuance (June 5, 2020) based on the amount the note could be converted into at that
time, over and above the note payable.
At June 30, 2020 the balance on the outstanding
convertible note payable with interest accrued was $10,055.
Further details of the outstanding convertible
note as of June 30, 2020 are as follows:
Note holder
|
EROP Capital LLC
|
Original principal amount
|
$10,000
|
Net proceeds to the Company
|
$10,000
|
Term
|
12 months
|
Interest rate
|
8% computed on the basis of a 360 day year comprised of twelve thirty month days, compounded daily
|
Security
|
Not secured
|
Prepayment rights
|
The Company had the right to prepay the Note with ten trading days notice at 125% of the outstanding balance
|
Conversion rights
|
On notice, the Note holder had 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 over the prior five trading days prior to conversion.
|
Interest expense for these notes as of June
30, 2020 and 2019 was $595 and $0.
Outstanding balances on convertible notes as
of June 30, 2020 and 2019 were $62,500 and $0. Furthermore, the total outstanding derivative liabilities on the convertible notes
as of June 30, 2020 and 2019 were $1,585 and $0.
NOTE 5 – COMMON STOCK
The Company has 2,000,000,000 common shares authorized with a par
value of $0.001 per share.
The Company had 496,732,553 common shares issued and outstanding
at March 31, 2020.
During the three month period ended June 30, 2020, the Company issued
11,000,000 of its common shares in partial settlement of the outstanding balance of a Promissory Note due to Alan Smith. In addition,
the Company issued 4,000,000 common shares to Mr. Leonard Lovallo for his role as an independent member of the Company’s
Board of Directors.
The Company had 511,732,553 common shares issued and outstanding
at June 30, 2020.
NOTE 6 – RELATED PARTY TRANSACTIONS
On September 29, 2017, a Promissory Note (the “Note”)
in the principal amount of $45,000 was issued to the Company’s sole officer and director for loans made to the Company in
prior periods. The Note was unsecured and bore interest at 6% per annum. The Note matured March 31, 2018. On June 29, 2018, the
Company made a partial payment of $15,000 on the Note. The balance of the Note including principal and interest was repaid through
a cash payment of $20,000 and the issuance of 11,000,000 common shares valued at $0.0012 per share in the three month period ended
June 30, 2020.
On April 10, 2018, the Company agreed to pay
the sole officer and director of the company $2,500 per month for a period of 4 months for the provision of management and financial
services. On September 1, 2018, the Company agreed to extend this contract on a month-to-month basis at the existing rate of $2,500
per month. $22,500 was paid and $5,000 accrued as payable to February 28, 2019 when the agreement was terminated. The payable amount
was paid in the three month period ended June 30, 2020.
On April 29,
2020 the Company entered into a General Services Agreement with Alan Smith, a director and the Company’s sole officer for
the performance of duties of a CEO including the provision of management and financial services. The Agreement commenced May 1,
2020 and will remain in full force and effect until December 31, 2020. Under the terms of the Agreement, Alan Smith will receive
the following compensation:
|
i)
|
A
monthly fee of $2,500;
|
|
ii)
|
Payment
of past fee accruals in cash in the amount $5,000;
|
|
iii)
|
Settlement
of the of the outstanding balance of the Promissory Note due to Alan Smith in the amount
of $30,000 plus accrued interest through the payment of $20,000 in cash and the issuance
of 11,000,000 common shares at $0.0012 per share.
|
NOTE 7 –
SUBSEQUENT EVENTS
Subsequent to
June 30, 2020 the Company entered into the following material transactions:
|
1)
|
The
Company issued three 8% Convertible Promissory Notes as follows:
|
Date
|
Holder
|
Amount
|
|
|
|
July
16, 2020
|
EROP
Capital LLC
|
$7,500
|
The Note
bears interest at the rate of 8% per annum and has a term of one year. The Note has conversion rights allowing for the conversion
of amounts due at $0.02 per share or 70% of the lowest closing bid price of the Company’s common stock in the 5 days prior
to conversion.
In accordance with ASC 855-10, the
Company has analyzed its operations from June 30, 2020 to August 13, 2020 and has determined that it has no further material subsequent
events to disclose in these financial statements.
END OF NOTES TO FINANCIAL STATEMENTS