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 quarterly period ended December 31, 2014
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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) |
|
6501
E. Greenway Pkwy #103-412
Scottsdale,
AZ 85254 |
|
(Address
of principal executive offices)
|
(760)
413-3927 |
(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). 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. See definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Ruble 12b-2 of the Exchange Act.
Large accelerated filer ☐ |
Accelerated filer ☐ |
|
|
Non-accelerated filer ☐
(Do not check if a smaller reporting company) |
Smaller reporting company ☑ |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☑ No ☐
As
of February 17, 2015, there were 29,645,000 shares
of the registrant’s $0.001 par value common stock issued and outstanding.
ALTAIR
INTERNATIONAL CORP.
QUARTERLY
REPORT
PERIOD
ENDED DECEMBER 31, 2014
TABLE
OF CONTENTS
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Page No. |
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PART I - FINANCIAL INFORMATION |
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Item 1. |
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Financial Statements |
3 |
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Item 2. |
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Management's Discussion and Analysis of Financial Condition and
Results of Operations |
10 |
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Item 3. |
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Quantitative and Qualitative Disclosures About Market Risk |
12 |
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Item 4T. |
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Controls and Procedures |
12 |
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PART II - OTHER INFORMATION |
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Item 1. |
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Legal Proceedings |
13 |
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Item1A. |
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Risk Factors |
13 |
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Item 2. |
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Unregistered Sales of Equity Securities and Use of Proceeds |
13 |
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Item 3. |
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Defaults Upon Senior Securities |
13 |
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Item 4. |
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Mine Safety Disclosures |
13 |
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Item 5. |
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Other Information |
13 |
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Item 6. |
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Exhibits |
14 |
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Signatures |
15 |
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. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
INDEX | |
| F-1 | |
Balance Sheets as of December 31, 2014 (Unaudited) and March 31, 2014 (Audited) | |
| F-2 | |
Statements of Operations for the Three and Nine Months Ended December 31, 2014 and 2013 (Unaudited) | |
| F-3 | |
Statements of Cash Flows for the Nine Months Ended December 31, 2014 and 2013, (Unaudited) | |
| F-4 | |
Notes to the Financial Statements (Unaudited) | |
| F-5 | |
ALTAIR INTERNATIONAL CORP. |
(A DEVELOPMENT STAGE COMPANY) |
BALANCE SHEETS |
| |
| |
|
| |
| |
|
| |
December 31, | |
March 31, |
| |
2014 | |
2014 |
| |
(Unaudited) | |
(Audited) |
ASSETS |
| |
|
| |
| |
|
CURRENT ASSETS | |
| | | |
| | |
Cash and cash equivalents | |
$ | — | | |
$ | 7,570 | |
TOTAL CURRENT ASSETS | |
| — | | |
| 7,570 | |
| |
| | | |
| | |
DISTRIBUTION AND SALES LICENSE | |
| 200,000 | | |
| — | |
TOTAL ASSETS | |
$ | 200,000 | | |
$ | 7,570 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |
| | |
| |
| | | |
| | |
CURRENT LIABILITIES | |
| | | |
| | |
Accounts payable | |
$ | 101,300 | | |
$ | 2,000 | |
Loan from Stockholder | |
| 6,400 | | |
| 6,400 | |
Loan from Related Party | |
| 104,575 | | |
| — | |
TOTAL CURRENT LIABILITIES | |
| 212,275 | | |
| 8,400 | |
| |
| | | |
| | |
COMMITMENTS AND CONTINGENCIES | |
| — | | |
| — | |
| |
| | | |
| | |
STOCKHOLDERS' EQUITY: | |
| | | |
| | |
Common stock, $0.001 par value; 75,000,000 shares authorized, | |
| | | |
| | |
4,235,000 shares issued and outstanding | |
| 4,235 | | |
| 4,235 | |
Additional paid in capital | |
| 23,465 | | |
| 23,465 | |
Accumulated (deficit) | |
| (39,975 | ) | |
| (28,530 | ) |
TOTAL STOCKHOLDERS' EQUITY | |
| (12,275 | ) | |
| (830 | ) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | |
$ | 200,000 | | |
$ | 7,570 | |
The
accompanying notes are an integral part of these financial statements
ALTAIR INTERNATIONAL CORP. |
(A DEVELOPMENT STAGE COMPANY) |
STATEMENT OF OPERATIONS |
(UNAUDITED) |
| |
| |
| |
| |
|
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|
| |
| Three Month | | |
| Three Month | | |
| Nine Month | | |
| Nine Month | |
| |
| Period Ended | | |
| Period Ended | | |
| Period Ended | | |
| Period Ended | |
| |
| December 31 | | |
| December 31 | | |
| December 31 | | |
| December 31 | |
| |
| 2014 | | |
| 2013 | | |
| 2014 | | |
| 2013 | |
| |
| | | |
| | | |
| | | |
| | |
Selling, general and administrative expenses | |
$ | 2,625 | | |
$ | 19,360 | | |
$ | 11,445 | | |
$ | 25,088 | |
| |
| | | |
| | | |
| | | |
| | |
(Loss) from operations | |
| (2,625 | ) | |
| (19,360 | ) | |
| (11,445 | ) | |
| (25,088 | ) |
| |
| | | |
| | | |
| | | |
| | |
Provision for income taxes | |
| — | | |
| — | | |
| — | | |
| — | |
| |
| | | |
| | | |
| | | |
| | |
Net (loss) | |
$ | (2,625 | ) | |
$ | (19,360 | ) | |
$ | (11,445 | ) | |
$ | (25,088 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted average shares outstanding - basic and diluted | |
| 4,235,000 | | |
| 3,320,435 | | |
| 4,235,000 | | |
| 3,107,200 | |
| |
| | | |
| | | |
| | | |
| | |
(Loss) per shares - basic and diluted | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | |
The
accompanying notes are an integral part of these financial statements
ALTAIR INTERNATIONAL CORP. |
STATEMENT OF CASH FLOWS |
(A DEVELOPMENT STAGE COMPANY) |
(UNAUDITED) |
| |
| |
|
| |
Nine Month | |
Nine Month |
| |
Period Ended | |
Period Ended |
| |
December 31 | |
December 31 |
| |
2014 | |
2013 |
CASH FLOWS FROM OPERATING ACTIVITIES | |
| | | |
| | |
Net (loss) | |
$ | (11,445 | ) | |
$ | (25,088 | ) |
Adjustment to reconcile net loss to net | |
| | | |
| | |
cash used in operating activities: | |
| | | |
| | |
Changes in: | |
| | | |
| | |
Accounts payable | |
| 99,300 | | |
| 1,500 | |
| |
| | | |
| | |
Net cash used in operating activities | |
| 87,855 | | |
| (23,588 | ) |
| |
| | | |
| | |
CASH FLOWS FROM INVESTING ACTIVITIES | |
| | | |
| | |
Acquisition of distribution and sales license | |
| (200,000 | ) | |
| — | |
| |
| | | |
| | |
Net cash used in investing activities | |
| (200,000 | ) | |
| — | |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | |
Proceeds from loan from related party | |
| 104,575 | | |
| — | |
Proceeds from issuance of common stock | |
| — | | |
| 24,700 | |
Proceeds from loans from stockholder | |
| — | | |
| 6,300 | |
| |
| | | |
| | |
Net cash provided by financing activities | |
| 104,575 | | |
| 31,000 | |
| |
| | | |
| | |
| |
| | | |
| | |
NET DECREASE IN CASH AND CASH EQUIVALENTS | |
| (7,570 | ) | |
| 7,412 | |
| |
| | | |
| | |
CASH AND CASH EQUIVALENTS | |
| | | |
| | |
Beginning of the period | |
| 7,570 | | |
| 3,019 | |
End of the period | |
$ | — | | |
$ | 10,431 | |
| |
| | | |
| | |
Supplemental disclosures of cash flow information | |
| | | |
| | |
Taxes paid | |
$ | — | | |
$ | — | |
Interest paid | |
$ | — | | |
$ | — | |
The
accompanying notes are an integral part of these financial statements
ALTAIR
INTERNATIONAL CORP.
Notes
to the Financial Statements
December
31, 2014
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 is in the development stage as defined under Financial Accounting Standards Board (“FASB”) Accounting Standards
Codification (“ASC”) 915-205 "Development-Stage Entities.” The Company had originally intended to commence
operations in the field of concept architectural and interior design but has subsequently abandoned this endeavor. The Company
now plans to enter the pharmaceutical and nutraceutical markets through the distribution and sale of nutraceutical, over-the-counter
and prescription products manufactured using patented and proprietary oral thin film technology.
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 $39,975 as of December 31, 2014 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
to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when
they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans
from directors and/or private placement of common stock.
NOTE
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United
States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”)
and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present
the financial position, results of operations and cash flows of the Company as of and for the three month and nine month periods
ending December 31, 2014 and 2013 and year ending March 31, 2014.
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. As at February 19, 2015,
the Company's bank deposits did not exceed the insured amounts.
Basic
and Diluted Income (Loss) Per Share
The
Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation
of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing
net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted
loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share
excludes all potential common shares if their effect is anti-dilutive.
Income
Taxes
The
Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities
are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values
and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities
of a change in tax rates is recognized in income in the period that includes the enactment date.
Fair
Value of Financial Instruments
FASB
ASC 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the
inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used
in measuring fair value are observable in the market.
These
tiers include:
Level
1: defined as observable inputs such as quoted prices in active markets;
Level
2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level
3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its
own assumptions.
The
carrying amounts of financial assets and liabilities, such as cash and accrued liabilities approximate their fair values because
of the short maturity of these instruments.
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
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 and is delivered through an oral thin film. The defined territories include Asia, Brazil, the Middle East
and Canada. For the sake of clarity, Asia is 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 is no expiry date to this agreement.
The
agreement requires that the Company pay to Cure a fee in the aggregate amount of $200,000, payable in two equal $100,000 instalments.
The Company made the first instalment prior to December 31, 2014. The second instalment is included in accounts payable as at
December 31, 2014. This instalment was paid in January 2015, thereby completing the purchase of the license. This fee will be
amortized over a ten year period commencing on the date of the first sale of product under the license.
NOTE
5 – COMMON STOCK
The
Company has 75,000,000 common shares authorized with a par value of $0.001 per share.
On
March 18, 2013 the Company issued 3,000,000 shares of its common stock at $0.001 per share for total proceeds of $3,000.
During
the period December 20, 2012 (inception) to March 31, 2013, the Company sold a total of 3,000,000 shares of common stock for total
cash proceeds of $3,000. In November and December 2013, the Company sold a total of 1,235,000 shares of common stock for total
cash proceeds of $24,700. During the period from December 20, 2012 (inception) to December 31, 2014, the Company sold a total
of 4,235,000 shares of common stock for total cash proceeds of $27,700.
NOTE
6 – RELATED PARTY TRANSACTIONS
Since
inception through December 31, 2014 a former Director loaned the Company $6,400 to pay for incorporation costs, general and administrative
expenses and professional fees. As December 31, 2014, the total loan amount was $6,400. The loan is non-interest bearing,
due upon demand and unsecured.
From
September 30, 2014 to December 31, 2014 a current officer and director loaned the Company $104,575 to pay for professional fees
and general and administrative costs and to make the initial $100,000 license payment to Cure. The loan is non-interest bearing,
due upon demand and unsecured.
NOTE
7 – SUBSEQUENT EVENTS
In
January 2015, a current officer and director loaned the Company a further $100,000 to enable it to make the second instalment
payment under the License and Distribution Agreement with Cure. This loan is also non-interest bearing, due upon demand and unsecured.
On
February 9, 2015, the Company effectuated a forward stock split (the “Forward Split”) of its issued and outstanding
common shares whereby every one (1) old share of the Company’s common stock was exchanged for seven (7) new shares of the
Company's common stock. FINRA confirmed approval of the Forward Split on February 9, 2015.
In
accordance with ASC 855-10, the Company has analyzed its operations from December 31, 2014 to February 17, 2015 and has determined
that it has no other material subsequent events to disclose in these financial statements.
END
OF NOTES TO FINANCIAL STATEMENTS
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
The
Company was incorporated to operate 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. The Company has now changed its focus and plans to enter
the pharmaceutical and nutraceutical markets through the distribution and sale of nutraceutical, over-the-counter and prescription
products manufactured using patented and proprietary oral thin film technology. To this end, the Company has entered into a license
and distribution agreement with Cure Pharmaceutical Corporation of Oxnard, CA for the exclusive rights to distribute and sell
in certain defined territories any product produced and supplied by Cure that contains Sildenafil and is delivered through an
oral thin film.
RESULTS
OF OPERATIONS
We
have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going
concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification
of liabilities that might be necessary should we be unable to continue in operation.
We
expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital
through, among other things, the sale of equity or debt securities.
Working
Capital
| |
As of December 31, 2014 | |
As of March 31, 2014 |
Total Current Assets | |
$ | — | | |
$ | 7,570 | |
Total Current Liabilities | |
| 212,275 | | |
| 8,400 | |
Working Capital (Deficit) | |
$ | (212,275 | ) | |
$ | (830 | ) |
Cash
Flows
| |
| Nine Months Ended
December 31, 2014 | | |
| Nine Months Ended
December 31, 2013 | |
Cash Flows from (used in) Operating Activities | |
$ | 87,855 | | |
$ | (23,588 | ) |
Cash Flow from (used in) Investing Activities | |
| (200,000 | ) | |
| — | |
Cash Flows from (used in) Financing Activities | |
| 104,575 | | |
| 31,000 | |
Net Increase (decrease) in Cash during period | |
$ | (7,570 | ) | |
$ | 7,412 | |
Operating
Revenues
During
the nine month period ending December 31, 2014, the Company did not record any revenues. During fiscal year ended March 31, 2014,
the Company did not generate any revenue.
Operating
Expenses and Net Loss
Operating
expenses during the three month period ended December 31, 2014 were $2,625 consisting of general and administrative expenses which
includes corporate overhead and financial and contracted services, as compared to $19,360 for the three month period ended December
31, 2013.
Operating
expenses during the nine month period ending December 31, 2014 were $11,445 consisting of general and administrative expenses
which includes corporate overhead and financial and contracted services, as compared to $25,088 for the nine month period ended
December 31, 2013.
Net
loss for the three month period ended December 31, 2014 was $2,625, in comparison to a net loss of $19,360 for the three months
ended December 31, 2013.
Liquidity
and Capital Resources
As
at December 31, 2014, the Company’s current assets were $0 and at March 31, 2014 was $7,570. As at December 31, 2014, the
Company had total liabilities of $212,275, consisting of $101,300 in accounts payable, $6,400 in loans from a stockholder and
$104,575 in loans from a related party. As at December 31, 2014, the Company had a working capital deficit of $212,275.
Cash
flow from/used in Operating Activities
We
have not generated positive cash flows from operating activities. During the nine month period ended December 31, 2014, the Company
used $87,855 of cash for operating activities. For the nine month period ended December 31, 2013, the Company used $23,588 of
cash for operating activities.
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 period ended December 31, 2014, the Company received $104,575 of cash from financing activities. For the nine month period
ended December 31, 2013 net cash provided by financing activities was $31,000.
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 and advances from related parties 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.
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 |
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 under 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.
An
evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design
and operation of our disclosure controls and procedures, as required by Exchange Act Rule 13a-15. Based on that evaluation, our
management concluded that our disclosure controls and procedures were effective as of December 31, 2014 to ensure that information
required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified by the SEC’s rules and forms.
Changes
in Internal Control and Financial Reporting
There
has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted
of the effectiveness of our internal control over financial reporting as of December 31, 2014, that occurred during our third
fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.
This
quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal
control over financial reporting. Management’s report was not subject to attestation by the Company’s registered
public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report
in this quarterly report.
PART
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.
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.
Subsequent
Issuances:
None.
ITEM 3. |
Defaults
Upon Senior Securities |
None.
ITEM 4. |
MINE
SAFETY DISCLOSURES |
Not applicable.
ITEM 5. |
OTHER
INFORMATION |
Effective
October 9, 2014, Homero Giovanni Penaherrera Zavala (“Mr. Zavala”) resigned from his positions as the current President,
Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director of the Company. On October 9, 2014, Alan Smith
(“Mr. Smith”) was appointed and accepted such appointment to serve as the Company’s President, Chief Executive
Officer, Chief Financial Officer, Secretary, Treasurer, and Director of the Company to serve until the next annual meeting or
until his successor is duly appointed, as reported in our Current Report on Form 8-K filed with the Commission on October 10,
2014.
Effective
November 13, 2014, the Company changed its principal executive office address to 6501 E. Greenway Pkwy #103-412, Scottsdale, Arizona
85254 and has changed its telephone number to (760) 413-3927.
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 |
|
Bylaws |
|
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* |
|
XBRL Instance Document |
|
Filed herewith. |
101.SCH* |
|
XBRL Taxonomy Extension Schema Document
|
|
Filed herewith. |
101.CAL* |
|
XBRL Taxonomy Extension Calculation Linkbase
Document |
|
Filed herewith. |
101.LAB* |
|
XBRL Taxonomy Extension Labels Linkbase
Document |
|
Filed herewith. |
101.PRE* |
|
XBRL Taxonomy Extension Presentation Linkbase
Document |
|
Filed herewith. |
101.DEF* |
|
XBRL Taxonomy Extension Definition Linkbase
Document |
|
Filed herewith. |
(i)
*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus
for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities
Exchange Act of 1934, and otherwise is not subject to liability under these sections.
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. |
|
|
|
|
|
|
Date: February 19, 2015 |
|
/s/ Alan M. Smith |
|
|
|
By: Alan M. Smith |
|
|
Its: President, CEO, CFO, Secretary, Treasurer and Director |
Pursuant
to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the Company and in the capacities and on the dates indicated:
Date: February 19, 2015 |
|
/s/ Alan M. Smith |
|
|
|
By: Alan M. Smith |
|
|
Its: President, CEO, CFO, Secretary, Treasurer and Director |
15
EXHIBIT 31.1
CERTIFICATION
I, Alan
M. Smith, certify that:
1. |
I have reviewed this Quarterly
Report on Form 10-Q of Altair International Corp. (the “Company”); |
2. |
Based on my knowledge, this
report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered
by this report; |
3. |
Based on my knowledge, the
financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Company as of, and for, the periods presented ire this report; |
4. |
I am responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
|
a. |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is being prepared; |
|
b. |
Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles; |
|
c. |
Evaluated
the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and |
|
d. |
Disclosed
in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s
most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
5. |
I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee
of the Company’s board of directors (or persons performing the equivalent functions): |
|
a. |
All significant
deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
|
b. |
Any fraud,
whether or not material, that involves management or other employees who have a significant role in the Company’s internal
control over financial reporting. |
Date: February 19, 2015 |
|
/s/ Alan M. Smith |
|
|
|
Alan M. Smith |
|
|
Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION
I, Alan
M. Smith, certify that:
1. |
I have reviewed this Quarterly
Report on Form 10-Q of Altair International Corp. (the “Company”); |
2. |
Based on my knowledge, this
report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered
by this report; |
3. |
Based on my knowledge, the
financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Company as of, and for, the periods presented ire this report; |
4. |
I am responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
|
a. |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is being prepared; |
|
b. |
Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles; |
|
c. |
Evaluated
the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and |
|
d. |
Disclosed
in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s
most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
5. |
I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee
of the Company’s board of directors (or persons performing the equivalent functions): |
|
a. |
All significant
deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
|
b. |
Any fraud,
whether or not material, that involves management or other employees who have a significant role in the Company’s internal
control over financial reporting. |
Date: February 19, 2015 |
|
/s/ Alan M. Smith |
|
|
|
Alan M. Smith |
|
|
Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In connection
with the Quarterly Report of Altair International Corp. (the “Company”) on Form 10-Q for the period ended December
31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alan M. Smith,
Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that:
1. |
The Report fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. |
The information contained in the Report
fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: February 19, 2015 |
|
/s/ Alan M. Smith |
|
|
|
Alan M. Smith |
|
|
Chief Executive Officer |
EXHIBIT
32.2
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In connection
with the Quarterly Report of Altair International Corp. (the “Company”) on Form 10-Q for the period ended December
31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alan M. Smith,
Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that:
1. |
The Report fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. |
The information contained in the Report
fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: February 19, 2015 |
|
/s/ Alan M. Smith |
|
|
|
Alan M. Smith |
|
|
Chief Financial Officer |
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