NOTES
TO THE FINANCIAL STATEMENTS
MARCH
31, 2018 and MARCH 31, 2017
AUDITED
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 18934 N 92
nd
Way, Scottsdale, AZ 85255. 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 29, 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 these 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 March 31, 2018, the Company has not generated any revenue and has accumulated losses of
$825,818.
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
These
financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets
and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses
since inception resulting in an accumulated deficit of $825,818 as of March 31, 2018 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 years ending March 31, 2018 and 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 March 31, 2018 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 year ended March 31, 2018.
NOTE
4 – SALES AND DISTRIBUTION LICENSE
On November
26, 2014, the Company entered into a license and distribution agreement with Cure Pharmaceutical Corporation (“Cure”)
for the exclusive rights to distribute and sell in certain defined territories any product produced and supplied by Cure that
contains Sildenafil delivered through an oral thin film. The defined territories included Asia, Brazil, the Middle East and Canada.
For the sake of clarity, Asia was further defined as India, China, Malaysia, Indonesia, Taiwan, Japan, Philippines, and those
other countries dependent on China’s SDA certification for their approval protocol of the Products. There was no expiry
date to this agreement. The agreement required that the Company pay to Cure a fee in the aggregate amount of $200,000, payable
in two equal $100,000 instalments. The Company completed the purchase of the license in the 2015 fiscal year.
On September
23, 2016, the Company and CURE agreed to terminate the Exclusive License and Distribution Agreement for CURE’s Sildenafil
Products due to unanticipated costs of obtaining regulatory approvals for the introduction of these pharmaceutical products into
the Asian markets and to replace it with an Exclusive License and Distribution Agreement for a family of sports related nutraceutical
products including a topical active for joint and muscle pain and OTF products for delivery of electrolyte, energy, sleep and
recovery actives, The Company 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 as at March 31, 2017 in these financial
statements.
NOTE
5 – PROMISSORY NOTES
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.
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.
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.
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 $1,887 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.
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.
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.
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 March 31, 2018, is as follows:
Note
Holder
|
|
Issue Date
|
|
Maturity Date
|
|
Stated
Interest Rate
|
|
Principal
Balance 03/31/2018
|
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 March 31,
2018
|
|
$
|
—
|
|
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 2017 fiscal year. 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(2) 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 STOCK
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 twelve month period 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 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 twelve month period ended March 31, 2018, 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 March 31, 2018.
NOTE
9 – RELATED PARTY TRANSACTIONS
From
inception through September 29, 2016, a Director 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
March 31, 2018, $33,350 had been paid and $14,150 was payable pursuant to this contract. In addition, if financing of greater
than $200,000 is obtained during the term of this contract, the consultant 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 – 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 23,762,528 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 March 31, 2018 to August 6, 2018 and has determined that
it has no other material subsequent events to disclose in these financial statements.
END
OF NOTES TO FINANCIAL STATEMENTS