Notes to the Financial Statements
December 31, 2017
(Unaudited)
The results for the three months ended December 31, 2017 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, 2017, 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 December 31, 2017 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 20704 N 90
th
Place,
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.”
On November 11, 2014, the Company entered into a strategic alliance
with Cure Pharmaceutical Corporation (“CURE”), a California company engaged in the development of oral thin film (“OTF”)
for the delivery of nutraceutical, over-the-counter and prescription products. Initially this alliance was comprised of an Exclusive
License and Distribution Agreement for CURE’s Sildenafil (commonly known as Viagra) Products throughout Asia, Brazil, the
Middle East and Canada acquired at a cost of $200,000 while a joint venture agreement for the procurement of converting and packaging
equipment specific for oral thin film products was proposed through a Letter of Intent. In addition, Altair and Cure agreed to
enter into further joint ventures or other business relationships for the purpose of completing the development and marketing of
additional products, and for license and distribution agreements for additional Cure products such as aspirin, sleep-aid, topical
muscle and joint pain relief, and electrolytes delivered through OTF or other methods. Altair advanced $360,000 to CURE in this
regard.
On September 23, 2016, the Company and CURE agreed to terminate
the Exclusive License and Distribution Agreement for CURE’s Sildenafil Products due to unanticipated costs of obtaining regulatory
approvals for the introduction of these pharmaceutical products into the licensed markets. In its place, the Company and CURE agreed
to replace it with an Exclusive License and Distribution Agreement for a family of sports related nutraceutical products including
a topical active for joint and muscle pain and OTF products for delivery of electrolyte, energy, sleep and recovery actives. The
Company was to become the exclusive worldwide distributor for these products. The fee for this new sport products agreement was
$560,000, comprised of the $200,000 fee paid for the Sildenafil agreement and the $360,000 advanced as a deposit for future license
and distribution agreements. The agreement called for minimum orders of the products by Altair of $1,500,000 in the twenty-four
months from the date of signing. As of June 24, 2018, the Company has been unable to generate any sales of the products due to
a lack of working capital and the human resources required to introduce the products to market. The Company anticipates that it
will not meet the minimum order requirements for the initial 24 month period and accordingly wrote off its $560,000 investment
in the agreement in the financial statements for the year ended March 31, 2017.
The Company is currently engaged in identifying and assessing new
business opportunities.
The Company had previously planned to commence operations in the
architectural field and to be responsible for the concept architectural vision of future private and public buildings as well as
municipal organized public areas. This plan was abandoned in the 2015 fiscal year in favor of the business operations described
above.
Since inception (December 20, 2012) through December 31, 2017, the
Company has not generated any revenue and has accumulated losses of $824,807.
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 $824,807 as of December 31, 2017 and further losses are anticipated in the development of
its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue
as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary
financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management
intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private
placement of common stock.
NOTE 3 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have
been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the
rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting
of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations
and cash flows of the Company as of and for the nine month periods ending December 31, 2017 and 2016 and year ending March 31,
2017.
Cash and Cash Equivalents
For purposes of the statement of cash flows,
the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.
The Company's bank accounts are deposited in
insured institutions. The funds are insured up to $250,000. At December 31, 2016 the Company's bank deposits did not exceed the
insured amounts.
Basic and Diluted Income (Loss) Per Share
The Company computes loss per share in accordance
with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per
share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders
by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive
potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their
effect is anti-dilutive.
Income Taxes
The Company follows the liability method of
accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated
tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis
(temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date.
Fair Value of Financial Instruments
FASB ASC 820 "Fair Value Measurements
and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The
hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable
in the market.
These tiers include:
Level 1: defined as observable inputs such
as quoted prices in active markets;
Level 2: defined as inputs other than
quoted prices in active markets that are either directly or indirectly observable; and
Level 3: defined as unobservable inputs
in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The carrying amounts of financial assets and
liabilities, such as cash and accrued liabilities approximate their fair values because of the short maturity of these instruments.
Use of Estimates
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
ended December 31, 2017.
NOTE 4 – SALES AND DISTRIBUTION LICENSE
On November 26, 2014, the Company entered into
a license and distribution agreement with Cure Pharmaceutical Corporation (“Cure”) for the exclusive rights to distribute
and sell in certain defined territories any product produced and supplied by Cure that contains Sildenafil delivered through an
oral thin film. The defined territories included Asia, Brazil, the Middle East and Canada. For the sake of clarity, Asia was further
defined as India, China, Malaysia, Indonesia, Taiwan, Japan, Philippines, and those other countries dependent on China’s
SDA certification for their approval protocol of the Products. There was no expiry date to this agreement. The agreement required
that the Company pay to Cure a fee in the aggregate amount of $200,000, payable in two equal $100,000 installments. The Company
completed the purchase of the license in the 2015 fiscal year.
On September 23, 2016, the Company and CURE agreed to terminate
the Exclusive License and Distribution Agreement for CURE’s Sildenafil Products due to unanticipated costs of obtaining regulatory
approvals for the introduction of these pharmaceutical products into the Asian markets and to replace it with an Exclusive License
and Distribution Agreement for a family of sports related nutraceutical products including a topical active for joint and muscle
pain and OTF products for delivery of electrolyte, energy, sleep and recovery actives, The Company became the exclusive worldwide
distributor for these products. The fee for this new Exclusive License and Distribution Agreement was $560,000, comprised of the
$200,000 fee paid for the Sildenafil agreement and the $360,000 advanced as a deposit for future license and distribution agreements.
This Agreement has a ten year term and requires minimum product orders of $1,500,000 in the first 24 months from the effective
date of the Agreement and $1,500,000 for each year thereafter. As of June 29, 2018 the Company had been unable to generate any
sales of the products due to a lack of working capital and the human resources required to introduce the products to market. The
Company anticipates that it will not meet the minimum order requirements for the initial 24 month period and accordingly wrote
off its $560,000 investment in the agreement in its financial statements for the year ended March 31, 2017.
NOTE 5 – PROMISSORY NOTES
1)
On
March 6, 2015, the Company executed a convertible promissory note for $100,000 with Williams Ten, LLC
(“Williams”). The note was due in ninety days, had a $10,000 one-time interest payment due at maturity and
required the issuance of 10,000 shares of common stock. Any unpaid principal and interest at the end of the term was
convertible into shares of common stock at 50% of the average closing price for the ten days prior to the end of the term of
the note. The fair value of the common stock issued was determined to be $9,091 based on its fair value relative to the fair
value of the debt issued. This amount was recorded as a debt discount and was to be amortized utilizing the interest method
of accretion over the term of the note. In addition, due to the variable nature of the conversion feature which has no
explicit limit on the number of shares that could be required to be issued, the company bifurcated the conversion feature and
accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $100,004 based
on the Black Scholes Merton pricing model and a corresponding debt discount of $90,909 and derivative expense charge of
$9,095. On September 29, 2016, Williams agreed to cancel this Promissory Note and accept a new Convertible Promissory Note in
the amount of $121,000, which included all accrued interest and penalties. This Convertible Promissory Note bears interest at
the rate of 6.00% per annum and has a one-year term. The Holder is entitled to convert any or all of the principal amount of
this Note and any accrued interest, late fee, and extension fee, if applicable, into such number of shares of the
Company’s shares of common stock, par value $.0001 as is obtained by dividing the entire principal amount of this Note
plus any accrued interest by $0.01 per share. On October 3, 2016, Williams converted $10,000 of the principal balance into
1,000,000 shares of common stock. On September 29, 2017, Williams converted the remaining principal of $111,000 plus $6,691
of accrued interest into 11,769,123 shares of common stock. The Company recognized a gain of $15,215 on conversion of the
note and a gain on the fair value of the derivative of $16,504. As of September 30, 2017, this note had a
$0 balance.
2)
On September 23, 2016, the Company issued two Convertible Promissory Notes in the principal amounts of $10,000 and $25,000 to
Enpos Sports, LLC (“Enpos”) as consideration for $35,000 in cash advances to the Company. These convertible Promissory
Notes bear interest at the rate of 6.00% per annum and have a one-year term. The Holder is entitled to convert any or all of the
principal amount of these Notes and any accrued interest, late fees, and extension fees, if applicable, into such number of shares
of the Company’s shares of common stock, par value $.0001 as is obtained by dividing the entire principal amount of the
Notes plus any accrued interest at the lesser of (i) 70% of the lowest closing bid price over the 5 trading days prior to conversion
or (ii) $0.10 per share. Due to the variable nature of the conversion feature which has no explicit limit on the number of shares
that could be required to be issued, the company bifurcated the conversion feature and accounted for it as a derivative liability
on both notes. The Company recorded the derivative liability at its fair value of $27,673 based on the Black Scholes Merton pricing
model and a corresponding debt discount of $27,673 to be amortized utilizing the interest method of accretion over the term of
the note. On September 29, 2017, Enpos converted the principal of $35,000 plus $2,135 of accrued interest into 3,713,452 shares
of common stock. The Company recognized a gain of $4,766 on conversion of the note, a gain on the fair value of the derivative
of $5,197 and amortized the remaining debt discount of $6,445 to interest expense. As of September 30, 2017, this note had a $0
balance.
3)
On
September 29, 2016, the Company issued a Convertible Promissory Note in the principal amount of $13,850 to Strips Nutrition,
Inc. (“Strips”) as consideration for $13,850 in cash advances to the Company. This Convertible Promissory Note
bears interest at the rate of 6.00% per annum and has a one-year term. The Holder is entitled to convert any or all of the
principal amount of this Note and any accrued interest, late fee, and extension fee, if applicable, into such number of
shares of the Company’s shares of common stock, par value $.0001 as is obtained by dividing the entire principal amount
of this Note plus any accrued interest by $0.01 per share. The company bifurcated the conversion feature and accounted for it
as a derivative liability. The Company recorded the derivative liability at its fair value of $10,960 based on the Black
Scholes Merton pricing model and a corresponding debt discount of $10,960 to be amortized utilizing the interest method of
accretion over the term of the note. On September 29, 2017, Strips converted the principal of $13,850 plus $831 of accrued
interest into 1,468,100 shares of common stock. The Company recognized a gain of $1,886 on conversion of the note, a gain on
the fair value of the derivative of $2,056 and amortized the remaining debt discount of $2,733 to interest expense. As of
September 30, 2017, this note had a $0 balance.
4)
On
September 29, 2016, the Company issued a Convertible Promissory Note in the principal amount of $13,768.89 to Mr. Fred Lee
as consideration for $13,768.89 in travel expenses incurred in assessing distribution opportunities in Asia for the Company.
This Convertible Promissory Note bears interest at the rate of 6.00% per annum and has a one-year term. The Holder is
entitled to convert any or all of the principal amount of this Note and any accrued interest, late fee, and extension fee, if
applicable, into such number of shares of the Company’s shares of common stock, par value $.0001 (the “Common
Stock”) as is obtained by dividing the entire principal amount of this Note plus any accrued interest by $0.01 per
share. The company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the
derivative liability at its fair value of $10,896 based on the Black Scholes Merton pricing model and a corresponding debt
discount of $10,896 to be amortized utilizing the interest method of accretion over the term of the note. On September 29,
2017, Mr. Lee converted the principal of $13,768.89 plus $826 of accrued interest into 1,459,502 shares of common stock. The
Company recognized a gain of $1,877 on conversion of the note, a gain on the fair value of the derivative of $2,047 and
amortized the remaining debt discount of $2,716 to interest expense. As of September 30, 2017, this note had a $0
balance.
5)
On
September 29, 2016, the Company issued a Convertible Promissory Note in the principal amount of $160,000 to Mr. Brent
McMahon as consideration for $160,000 in cash advances to the Company. This Convertible Promissory Note bears interest at the
rate of 6.00% per annum and has a one-year term. The Holder is entitled to convert any or all of the principal amount of this
Note and any accrued interest, late fee, and extension fee, if applicable, into such number of shares of the Company’s
shares of common stock, par value $.0001 (the “Common Stock”) as is obtained by dividing the entire principal
amount of this Note plus any accrued interest by $0.01 per share. The company bifurcated the conversion feature and accounted
for it as a derivative liability. The Company recorded the derivative liability at its fair value of $126,612 based on the
Black Scholes Merton pricing model and a corresponding debt discount of $126,612 to be amortized utilizing the interest
method of accretion over the term of the note. On October 3, 2016, Mr. McMahon converted $10,000 of the principal balance
into 1,000,000 shares of common stock. On September 29, 2017, Mr. McMahon converted the remaining principal of $150,000 plus
$7,902 of accrued interest into 15,790,245 shares of common stock. The Company recognized a gain of $20,453 on conversion of
the note, a gain on the fair value of the derivative of $22,303 and amortized the remaining debt discount of $31,567 to
interest expense. As of September 30, 2017, this note had a $0 balance.
6)
On
September 29, 2016, the Company issued a Convertible Promissory Note in the principal amount of $84,373.25 to Evolution
Equities Corporation (“Evolution”), a related company, as consideration for $84,373.25 in expenses paid on behalf
of the Company. This Convertible Promissory Note bears interest at the rate of 6.00% per annum and has a one-year term. The
Holder is entitled to convert any or all of the principal amount of this Note and any accrued interest, late fee, and
extension fee, if applicable, into such number of shares of the Company’s shares of common stock, par value $.0001 (the
“Common Stock”) as is obtained by dividing the entire principal amount of this Note plus any accrued interest by
$0.01 per share. The company bifurcated the conversion feature and accounted for it as a derivative liability. The Company
recorded the derivative liability at its fair value of $66,766 based on the Black Scholes Merton pricing model and a
corresponding debt discount of $66,766 to be amortized utilizing the interest method of accretion over the term of the note.
On September 29, 2017, Evolution converted $39,373 of principal and $5,062 accrued interest into 4,443,565 shares of common
stock. A new non-convertible unsecured, 6% promissory note for the remaining principal balance of $45,000 was issued. The new
note matures in eighteen months. The Company recognized a gain of $17,898 on conversion of the note, a gain on the fair value
of the derivative of $5,854 and amortized the remaining debt discount of $16,645 to interest expense. As of September 30,
2017, this note had a $0 balance.
7)
On
October 14, 2016, the Company issued a Convertible Promissory Note in the principal amount of $8,594.48 to Enpos Sports, LLC
(“Enpos”) as consideration for $8,594.48 in cash advances to the Company. The convertible Promissory Note bears
interest at the rate of 6.00% per annum and has a one-year term. The Holder is entitled to convert any or all of the
principal amount of this Note and any accrued interest, late fees, and extension fees, if applicable, into such number of
shares of the Company’s shares of common stock, par value $.0001 (the “Common Stock”) as is obtained by
dividing the entire principal amount of the Note plus any accrued interest at the lesser of (i) 70% of the lowest closing bid
price over the 5 trading days prior to conversion or (ii) $0.10 per share. Due to the variable nature of the conversion
feature which has no explicit limit on the number of shares that could be required to be issued, the company bifurcated the
conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair
value of $6,744 based on the Black Scholes Merton pricing model and a corresponding debt discount of $6,744 to be amortized
utilizing the interest method of accretion over the term of the note. On September 29, 2017, Enpos converted the principal of
$8,594.48 plus $494 of accrued interest into 908,896 shares of common stock. The Company recognized a gain of $1,322 on
conversion of the note, a gain on the fair value of the derivative of $1,278 and amortized the remaining debt discount of
$1,940 to interest expense. As of September 30, 2017, this note had a $0 balance.
A summary of outstanding convertible notes
as of December 31, 2017, is as follows:
Note Holder
|
|
Issue Date
|
|
Maturity Date
|
|
Stated Interest Rate
|
|
Principal Balance 12/31/2017
|
Enpos Sports, LLC
|
|
9/23/2016
|
|
9/23/2017
|
|
|
6%
|
|
|
$
|
—
|
|
Williams Ten, LLC
|
|
9/29/2016
|
|
9/29/2017
|
|
|
6%
|
|
|
|
—
|
|
Strips Nutrition, Inc.
|
|
9/29/2016
|
|
9/29/2017
|
|
|
6%
|
|
|
|
—
|
|
Mr. Fred Lee
|
|
9/29/2016
|
|
9/29/2017
|
|
|
6%
|
|
|
|
—
|
|
Mr. Brent McMahon
|
|
9/29/2016
|
|
9/29/2017
|
|
|
6%
|
|
|
|
—
|
|
Evolution Equities Corporation
|
|
9/29/2016
|
|
9/29/2017
|
|
|
6%
|
|
|
|
—
|
|
Enpos Sports, LLC
|
|
10/14/2016
|
|
10/14/2017
|
|
|
6%
|
|
|
|
—
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
—
|
|
Less debt discount
|
|
|
|
|
|
|
|
|
|
|
—
|
|
Total
|
|
|
|
|
|
|
|
|
|
$
|
—
|
|
A summary of the activity of the derivative
liability for the notes above is as follows:
Balance at March 31, 2016
|
|
$
|
100,000
|
|
Increase to derivative due to new issuances
|
|
|
249,651
|
|
Derivative (gain) due to mark to market adjustment
|
|
|
(41,517
|
)
|
Balance at March 31, 2017
|
|
|
308,134
|
|
Derivative (gain) due to conversion
|
|
|
(63,417
|
)
|
Derivative (gain) due to mark to market adjustment
|
|
|
(244,717
|
)
|
Balance at December 31, 2017
|
|
$
|
—
|
|
A summary of quantitative information about
significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liabilities that are categorized
within Level 3 of the fair value hierarchy as follows:
Inputs
|
|
September 30, 2017
|
|
Initial Valuation
|
Stock price
|
|
$
|
.01
|
|
|
$
|
.01
|
|
Conversion price
|
|
$
|
.01
|
|
|
$
|
.01
|
|
Volatility (annual)
|
|
|
74.2%
|
|
|
|
248.1% - 248.6%
|
|
Risk-free rate
|
|
|
1.06%
|
|
|
|
.59% - .60%
|
|
Years to maturity
|
|
|
.25
|
|
|
|
1
|
|
The development and determination of the unobservable
inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management.
NOTE 6 – LOANS PAYABLE
On July 22, 2015, the Company obtained a loan from a third party
in the amount of $25,000. This loan was non-interest bearing, was unsecured and had no fixed terms of repayment. The loan was repaid
in its entirety on September 29, 2016.
During the fiscal year ended March 31, 2016, the Company obtained
a loan from a third party in the amount of $4,175. A further $9,990 was loaned to the Company in the six months ended September
30, 2016. This loan is non-interest bearing, is unsecured and has no fixed terms of repayment.
In the three month period ended March 31, 2016, the Company obtained
loans from a third party in the total amount of $11,350. In the three month period ended June 30, 2016, the Company received a
further $2,500 in loans from this same third party. These loans totaling $13,850 were non-interest bearing, unsecured and had no
fixed terms of repayment. On September 29, 2016 these loans were settled through the issuance of a Convertible Promissory Note
as described in item 5 above.
NOTE 7 – SHARE SUBSCRIPTIONS
On December 30, 2016, the Company received
$30,000 from a third party as a subscription for 3,000,000 common shares at $0.01 per share. These shares were issued to the subscribers
on April 19, 2018.
NOTE 8 – COMMON STOC
K
The Company
has 75,000,000 common shares authorized with a par value of $0.001 per share.
The Company
had 29,947,000 common shares issued and outstanding at March 31, 2016.
During the year
ended March 31, 2017 the Company issued 2,000,000 common shares on the conversion of $20,000 of the convertible Promissory Notes
described in item 5. In addition, the Company issued 10,000 common shares to as required under the terms of the original Promissory
Note with Williams Ten LLC as described in item 5. The Company had 31,957,000 common shares issued and outstanding at March 31,
2017.
During the nine
month period ended December 31, 2017, the Company received a notice for the conversion of $157,902 of a convertible note described
in item 5 and issued 15,790,245 common shares to the note holder. The Company received further notices for the conversion of $237,625
of the convertible Promissory Notes described in item 5 into 23,762,538 common shares. These shares were not issued from Treasury
until April 19, 2018. The Company had 47,747,245 common shares issued and outstanding at December 31, 2017.
NOTE 9 –
RELATED PARTY TRANSACTIONS
From inception
through September 29, 2016, the Directors loaned the Company $84,374 net of repayments to pay for incorporation costs, general
and administrative expenses and professional fees, the acquisition of sales and distribution licenses and advances to Cure Pharmaceutical.
On September 29, 2016, this amount was settled through the issuance of a convertible promissory note as described item 5
above. On September 29, 2017, the Director converted $39,373 of principal and $5,062 accrued interest into 4,443,565 shares of
common stock. A new non-convertible unsecured, 6% promissory note for the remaining principal balance of $45,000 was issued. The
new note matures in eighteen months.
On September
29, 2016, the Company entered into a consulting agreement with the Company’s sole officer and director for the provision
of management and financial services. This agreement called for a one time payment of $10,000 on signing of the agreement, and
payments of $5,000 per month for six months, terminating on March 30, 2017. In addition, an amount of $5,000 for services provided
in September, 2016 was payable on either the termination of the contract or completion of a minimum $500,000 financing. As of
December 31, 2017, $33,350 had been paid and $14,150 was payable pursuant to this contract. In addition, if financing of greater
than $200,000 had been obtained during the term of this contract, the consultant had agreed to exchange 21,000,000 shares registered
in his name for 6,000,000 newly issued restricted shares. The threshold of $200,000 in financing during the term of the agreement
was not met and therefore the share exchange did not take place.
NOTE 10 –
RESTATEMENT
Per ASC 250-10
Accounting Changes and Error Corrections,
the December 31, 2016 financial statements are being restated to account for
travel expenses incurred by a consultant to the Company in the 2016 fiscal year but not claimed until the 2017 fiscal year. Accordingly,
these expenses were not claimed in the correct accounting period.
The
following table summarizes changes made to the Statement of Operations for the nine months ended December 31, 2016.
|
|
For the nine months ended December 31, 2016
|
|
|
As Reported
|
|
Adjustment
|
|
As Restated
|
Operating expenses
|
|
$
|
(68,146
|
)
|
|
$
|
13,769
|
|
|
$
|
(54,377
|
)
|
Net Loss
|
|
|
(55,836
|
)
|
|
|
13,769
|
|
|
|
(42,067
|
)
|
NOTE 11 –
SUBSEQUENT EVENTS
On December 30, 2016, the Company
received $30,000 from a third party as a subscription for 3,000,000 common shares at $0.01 per share. These shares were issued
to the subscribers on April 19, 2018.
During
the three month period ended September 30, 2017, the Company received promissory note conversion notices for the issuance of 39,552,783
common shares. 15,790,245 of these shares were issued on October 9, 2017. The balance of 23,762,638 shares were issued to the
subscribers on April 19, 2018.
On April 10, 2018, the Company entered
into a Memorandum of Understanding with Dr. Judy Pham wherein Dr. Pham agreed to provide up to $100,000 in equity financing to
assist with a corporate reorganization including bringing the Company current in its regulatory filings. On completion of the
reorganization and the issuance of capital stock in consideration for the funds advanced, Dr. Pham will be the owner of 85% of
the issued and outstanding common shares of the Company. As of July 5, 2018, Dr. Pham had advanced $75,770 to the Company pursuant
to this Memorandum of Understanding.
In
accordance with ASC 855-10, the Company has analyzed its operations from December 31, 2017 to July 5, 2018 and has determined
that it has no other material subsequent events to disclose in these
financial statements.
END OF NOTES TO FINANCIAL STATEMENTS