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 September 30, 2015
☐ 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)
|
|
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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 October 27, 2015, there were 29,820,000 shares
of the registrant’s $0.001 par value common stock issued and outstanding.
ALTAIR INTERNATIONAL CORP.
QUARTERLY REPORT
PERIOD ENDED SEPTEMBER
30, 2015
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 |
F1 – F8 |
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Item 2. |
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Management's Discussion and Analysis of Financial Condition and Results of Operations |
11 |
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Item 3. |
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Quantitative and Qualitative Disclosures About Market Risk |
13 |
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Item 4T. |
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Controls and Procedures |
13 |
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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 |
14 |
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Item 3. |
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Defaults Upon Senior Securities |
14 |
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Item 4. |
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Mine Safety Disclosures |
14 |
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Item 5. |
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Other Information |
14 |
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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. FINANCIAL STATEMENTS
INDEX |
| F-1 | |
Balance Sheets as of September 30, 2015 (Unaudited) and March 31, 2015 (Audited) |
| F-2 | |
Statements of Operations for the Three and Six Months Ended September 30, 2015 and 2014 (Unaudited) |
| F-3 | |
Statements of Cash Flows for the Three Months Ended September 30, 2015 and 2014, (Unaudited) |
| F-4 | |
Notes to the Financial Statements (Unaudited) |
| F-5 | |
ALTAIR INTERNATIONAL CORP. |
BALANCE SHEETS |
AS OF SEPTEMBER 30, 2015 AND MARCH 31, 2015 |
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September 30,
2015
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March 31,
2015
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(Unaudited) | | |
(Audited) | |
ASSETS | |
| | | |
| | |
Current Assets | |
| | | |
| | |
Cash | |
$ | 51 | | |
$ | 200 | |
Total current assets | |
| 51 | | |
| 200 | |
| |
| | | |
| | |
Other Assets | |
| | | |
| | |
Advances and deposits | |
| 340,000 | | |
| 240,000 | |
Sales and distribution licenses | |
| 200,000 | | |
| 200,000 | |
Total assets | |
$ | 540,051 | | |
$ | 440,200 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Accounts payable | |
$ | 1,885 | | |
$ | 14,740 | |
Promissory notes | |
| 150,000 | | |
| 27,778 | |
Loans payable | |
| 25,000 | | |
| — | |
Interest payable | |
| 22,753 | | |
| 10,000 | |
Derivative liability | |
| 100,000 | | |
| 100,002 | |
Loans from shareholder | |
| 261,954 | | |
| 353,425 | |
Total current liabilities | |
| 561,592 | | |
| 505,945 | |
Total Liabilities | |
| 561,592 | | |
| 505,945 | |
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| | |
Stockholders' Equity (Deficit) | |
| | | |
| | |
Common Stock, $0.001 par value, 75,000,000 shares authorized; 29,820,000 shares issued and outstanding at September 30, 2015 (29,645,000 at March 31, 2015) | |
| 4,410 | | |
| 4,235 | |
Additional paid-in-capital | |
| 207,381 | | |
| 32,556 | |
Accumulated deficit | |
| (233,332 | ) | |
| (102,536 | ) |
Total stockholders' equity (deficit) | |
| (21,541 | ) | |
| (65,745 | ) |
Total liabilities and stockholders's equity (deficit) | |
$ | 540,051 | | |
$ | 440,200 | |
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The accompanying notes are an integral part of these financial statements |
ALTAIR
INTERNATIONAL CORP. |
STATEMENTS
OF OPERATIONS |
(UNAUDITED) |
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Three Month Period Ended September 30, 2015 | |
Three Month Period Ended September 30, 2014 | |
Six Month Period Ended September 30, 2015 | |
Six Month Period Ended September 30, 2014 |
Expenses | |
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Total General and Administrative expenses | |
$ | 5,818 | | |
$ | 2,550 | | |
$ | 20,821 | | |
$ | 8,820 | |
Interest expense | |
| 1,260 | | |
| — | | |
| 109,975 | | |
| — | |
| |
| | | |
| | | |
| | | |
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Loss before income taxes | |
| (7,078 | ) | |
| (2,550 | ) | |
| (130,796 | ) | |
| (8,820 | ) |
Income taxes | |
| — | | |
| — | | |
| — | | |
| — | |
Net loss | |
$ | (7,078 | ) | |
$ | (2,550 | ) | |
$ | (130,796 | ) | |
$ | (8,820 | ) |
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Loss per share - Basic and Diluted | |
$ | (0.000 | ) | |
$ | (0.000 | ) | |
$ | (0.004 | ) | |
$ | (0.000 | ) |
Weighted Average Shares - Basic and Diluted | |
| 29,736,848 | | |
| 29,645,000 | | |
| 29,691,175 | | |
| 29,645,000 | |
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The accompanying notes are an integral part of these financial statements. |
ALTAIR INTERNATIONAL CORP. |
STATEMENTS OF CASH FLOWS |
(UNAUDITED) |
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Six Month
Period Ended
September 30,
2015
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Six Month
Period Ended
September 30,
2014
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CASH FLOWS FROM OPERATING ACTIVITIES | |
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Net (loss) | |
$ | (130,796 | ) | |
$ | (8,820 | ) |
Adjustments to reconcile net loss to net cash used in operating activities | |
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Changes in: | |
| | | |
| | |
Accounts payable | |
| (12,855 | ) | |
| 1,250 | |
Interest payable | |
| 12,753 | | |
| — | |
Debt discount | |
| 97,220 | | |
| — | |
Cash Used In Operating Activities | |
| (33,678 | ) | |
| (7,570 | ) |
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CASH FLOWS FOR INVESTING ACTIVITIES | |
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Advances and deposits | |
| (100,000 | ) | |
| — | |
| |
| (100,000 | ) | |
| — | |
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CASH FLOW FROM FINANCING ACTIVITIES | |
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| | |
Proceeds from loan from shareholder | |
| (91,471 | ) | |
| — | |
Proceeds from Promissory Note | |
| 50,000 | | |
| — | |
Proceeds from loan payable | |
| 25,000 | | |
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Share capital issued | |
| 150,000 | | |
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| 133,529 | | |
| — | |
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NET INCREASE IN CASH AND CASH EQUIVALENTS | |
| (149 | ) | |
| (7,570 | ) |
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CASH AND CASH EQUIVALENTS | |
| | | |
| | |
Beginning of period | |
| 200 | | |
| 7,570 | |
End of period | |
$ | 51 | | |
$ | — | |
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Supplemental disclosures of cash flow information | |
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Taxes paid | |
$ | — | | |
$ | — | |
Interest paid | |
$ | — | | |
$ | — | |
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The accompanying notes are an integral part of these financial statements. |
ALTAIR INTERNATIONAL CORP.
Notes to the Financial Statements
September 30, 2015
(Unaudited)
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
has entered into a strategic alliance with Cure Pharmaceutical Corporation (“CURE”), a California company engaged
in the development of oral thin film (“OTF”) for the delivery of nutraceutical, over-the-counter and prescription
products. Currently this alliance is comprised of an Exclusive License and Distribution Agreement for CURE’s Sildenafil
(commonly known as Viagra) Products throughout Asia, Brazil, the Middle East and Canada while a Joint Venture Agreement for the
procurement of converting and packaging equipment specific for oral thin film products has been proposed through a Letter of Intent.
In addition, Altair and Cure have agreed to enter into further joint ventures or other business relationships for the purpose
of completing the development and marketing of additional products, and for license and distribution agreements for additional
Cure products such as aspirin, sleep-aid, topical muscle and joint pain relief, and electrolytes delivered through OTF or other
methods.
The Company
had previously planned to commence operations in the architectural field and to be responsible for the concept architectural vision
of future private and public buildings as well as municipal organized public areas. This plan was abandoned in the 2015 fiscal
year in favor of the business operations described above.
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 $233,332 as of September 30, 2015 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 September 30, 2015 and March 31, 2015 and for the three and six month
periods ending September 30, 2015 and 2014 and year ending March 31, 2015.
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 September 30, 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
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. 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 –
ADVANCES AND DEPOSITS
The Company
and Cure have agreed to enter into further joint ventures or other business relationships for the purpose of completing the development
and marketing of additional products, 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 and for the acquisition of packaging
equipment. To September 30, 2015 the Company has advanced $340,000 to Cure for these purposes ($240,000 as at March 31, 2015).
NOTE 6 –
PROMISSORY NOTES
On March 6,
2015, the Company executed a convertible promissory note for $100,000 with Williams Ten, LLC. The note is due in ninety days,
has a $10,000 one-time interest payment due at maturity and requires the issuance of 10,000 shares of common stock. Any unpaid
principal and interest at the end of the term is convertible into shares of common stock at 50% of the average closing price for
the ten days prior to the end of the term of the note. The fair value of the common stock issued was determined to be $9,091 based
on its fair value relative to the fair value of the debt issued. This amount has been recorded as a debt discount and will be
amortized utilizing the interest method of accretion over the term of the note. In addition, due to the variable nature of the
conversion feature which has no explicit limit on the number of shares that could be required to be issued, the company bifurcated
the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair
value of $100,004 based on the Black Scholes Merton pricing model and a corresponding debt discount of $90,909 and derivative
expense charge of $9,095. As of September 30, 2015, $100,000 of the debt discount has been amortized to interest expense and the
Company fair valued the derivative at $100,000 resulting in a small gain on the change in fair value of the derivative. This note
is currently past due; however, repayment terms are being renegotiated.
On May 26, 2015,
the Company executed a Promissory Note for $50,000 with Sareja Holdings, LLC. The note is due in thirty days, has a 10% per annum
interest rate and requires the issuance of 50,000 shares of common stock. In the event of default an additional 250,000 shares
of common stock is to be paid. The fair value of the 50,000 shares of common stock issued was determined to be $25,000 based on
its fair value relative to the fair value of the debt issued. This amount has been recorded as a debt discount and was amortized
utilizing the interest method of accretion over the term of the note. As of September 30, 2015, $25,000 of the debt discount has
been amortized to interest expense. This note is currently past due; however, repayment terms are being renegotiated. The parties
have agreed that the 250,000 shares to be issued upon default will be issued through a private transaction and not from the Company
treasury.
NOTE 7 –
LOANS PAYABLE
On July 22,
2015, the Company obtained a loan from a third party in the amount of $25,000. This loan is non-interest bearing, is unsecured
and has no fixed terms of repayment.
NOTE 8 –
COMMON STOCK
The Company
has 75,000,000 common shares authorized with a par value of $0.001 per share.
During the period
December 20, 2012 (inception) to March 31, 2013, the Company sold a total of 3,000,000 shares of common stock for total cash proceeds
of $3,000. In November and December 2013, the Company sold a total of 1,235,000 shares of common stock for total cash proceeds
of $24,700. During the period December 20, 2012 (inception) to March 31, 2014, the Company sold a total of 4,235,000 shares of
common stock for total cash proceeds of $27,700.
On February
9, 2015, the Company affected a seven for one forward split of its common stock. As a result of this forward split, the Company
had 29,645,000 common shares issued and outstanding at March 31, 2015.
The Company
sold 175,000 shares of common stock for total proceeds of $150,000 in the three month period ending September 30, 2015. As a result
of these issuances, the Company had 29,820,000 common shares issued and outstanding at September 30, 2015.
NOTE 9 –
RELATED PARTY TRANSACTIONS
From inception
through September 30, 2015 Directors have loaned the Company $382,975 to pay for incorporation costs, general and administrative
expenses and professional fees, the acquisition of sales and distribution licenses and advances to Cure Pharmaceutical. As
of September 30, 2015, the total loan amount was $261,954. The loan is non-interest bearing, due upon demand and unsecured.
NOTE 10 –
SUBSEQUENT EVENTS
In
accordance with ASC 855-10, the Company has analyzed its operations from September 30, 2015 to October 29, 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 September 30,
2015 | |
As of March 31,
2015 |
Total Current Assets | |
$ | 51 | | |
$ | 200 | |
Total Current Liabilities | |
| 561,592 | | |
| 505,945 | |
Working Capital (Deficit) | |
$ | (561,541 | ) | |
$ | (505,745 | ) |
Cash Flows
| |
Six Months
Ended
September 30,
2015 | |
Six Months
Ended
September 30,
2014 |
Cash Flows from (used in) Operating Activities | |
$ | (33,678 | ) | |
$ | (7,570 | ) |
Cash Flow from (used in) Investing Activities | |
| (100,000 | ) | |
| — | |
Cash Flows from (used in) Financing Activities | |
| 133,529 | | |
| — | |
Net Increase (decrease) in Cash during period | |
$ | (149 | ) | |
$ | (7,750 | ) |
Operating Revenues
During the six month period
ending September 30, 2015, the Company did not record any revenues. During fiscal year ended March 31, 2015, the Company did not
generate any revenue.
Operating Expenses and Net Loss
Operating expenses during
the three month period ended September 30, 2015 were $5,818 consisting of general and administrative expenses which includes corporate
overhead and financial and contracted services, as compared to $2,550 for the three month period ended September 30, 2014.
Net loss for the six month
period ended September 30, 2015 was $130,796, in comparison to a net loss of $8,820 for the six months ended September 30, 2014.
Liquidity and Capital Resources
As at September 30, 2015,
the Company’s current assets were $51 and at March 31, 2015 were $200. As at September 30, 2015, the Company had total liabilities
of $561,592, consisting of $1,885 in accounts payable, $150,000 in Promissory Notes payable, $25,000 in Loans payable, $22,753
in interest payable, a $100,000 derivative liability and $261,954 in loans from a stockholder. As at September 30, 2015,
the Company had a working capital deficit of $561,541.
Cash flow from/used in Operating Activities
We have not generated positive
cash flows from operating activities. During the six month period ended September 30, 2015, the Company used $33,678 of cash for
operating activities. For the six month period ended September 30 2014, the Company used $7,570 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 six month period ended September
30, 2015, the Company received $133,529 of cash from financing activities. For the three month period ended September 30, 2014
net cash provided by financing activities was $0.
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 September 30, 2015 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 September 30, 2015, that occurred during our second 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 |
None.
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. |
|
|
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|
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|
Date: November 10, 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: November 10, 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 in 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: November 10, 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 in 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: November 10, 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 September 30, 2015, 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: November 10, 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 September 30, 2015, 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: November 10, 2015 |
|
/s/ Alan M. Smith |
|
|
Alan M. Smith |
|
|
Chief Financial Officer |
|
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