ITEM 1. FINANCIAL STATEMENTS
ALTAIR INTERNATIONAL CORP.
INDEX TO FINANCIAL STATEMENTS
Balance
Sheets as of December 31, 2020 and March 31, 2020 (unaudited)
|
F-1
|
Statements
of Operations for the Three and Nine Months ended December 31, 2020 and 2019 (unaudited)
|
F-2
|
Statements
of Stockholders’ Deficit for the Nine Months ended December 31, 2020 and 2019 (unaudited)
|
F-3
|
Statements
of Cash Flows for the Nine Months ended December 31, 2020 and 2019 unaudited)
|
F-4
|
Notes
to the Financial Statements (unaudited)
|
F-5
|
ALTAIR INTERNATIONAL CORP.
BALANCE
SHEETS
|
|
|
|
|
December 31,
2020
|
|
|
|
March 31,
2020
|
|
ASSETS
|
|
|
(Unaudited)
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
200,155
|
|
|
$
|
26
|
|
Advances and deposits
|
|
|
1,000
|
|
|
|
1,789
|
|
Total Current Assets
|
|
|
201,155
|
|
|
|
1,815
|
|
|
|
|
|
|
|
|
|
|
Other asset
|
|
|
30,000
|
|
|
|
—
|
|
Total Assets
|
|
$
|
231,155
|
|
|
$
|
1,815
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
60,297
|
|
|
$
|
8,186
|
|
Accounts payable – related party
|
|
|
8,500
|
|
|
|
—
|
|
Loans payable
|
|
|
49,155
|
|
|
|
14,165
|
|
Interest payable
|
|
|
5,108
|
|
|
|
3,176
|
|
Convertible notes payable
|
|
|
224,500
|
|
|
|
—
|
|
Loans payable – related party
|
|
|
—
|
|
|
|
30,000
|
|
Stock based compensation payable (Note 6)
|
|
|
1,788,000
|
|
|
|
—
|
|
Derivative liability
|
|
|
368,001
|
|
|
|
—
|
|
Total Current Liabilities
|
|
|
2,503,561
|
|
|
|
55,527
|
|
Loan payable
|
|
|
100,000
|
|
|
|
—
|
|
Total Liabilities
|
|
|
2,603,561
|
|
|
|
55,527
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit:
|
|
|
|
|
|
|
|
|
Common Stock, $0.001 par value, 2,000,000,000 shares authorized; 538,182,553 shares issued and outstanding at December 31, 2020 and 496,732,553 at March 31, 2020, respectively
|
|
|
538,183
|
|
|
|
496,733
|
|
Additional paid in capital
|
|
|
428,008
|
|
|
|
350,693
|
|
Accumulated deficit
|
|
|
(3,338,597
|
)
|
|
|
(901,138
|
)
|
Total Stockholders' Deficit
|
|
|
(2,372,406
|
)
|
|
|
(53,712
|
)
|
Total Liabilities and Stockholders' Deficit
|
|
$
|
231,155
|
|
|
$
|
1,815
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited financial statements.
|
ALTAIR INTERNATIONAL CORP.
|
STATEMENTS OF OPERATIONS
|
(Unaudited)
|
|
|
|
For the Three Months Ended
|
|
For the Nine Months Ended
|
|
|
December 31,
|
|
December 31,
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
Mining exploration expense
|
|
|
22,875
|
|
|
|
—
|
|
|
|
79,001
|
|
|
|
—
|
|
Compensation – related party
|
|
|
14,000
|
|
|
|
—
|
|
|
|
14,000
|
|
|
|
—
|
|
General and administrative
|
|
|
1,890,280
|
|
|
|
345
|
|
|
|
1,971,210
|
|
|
|
1,035
|
|
Total operating expenses
|
|
|
1,927,155
|
|
|
|
345
|
|
|
|
2,064,211
|
|
|
|
1,035
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(1,927,155
|
)
|
|
|
(345
|
)
|
|
|
(2,064,211
|
)
|
|
|
(1,035
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(2,708
|
)
|
|
|
(454
|
)
|
|
|
(5,247
|
)
|
|
|
(1,356
|
)
|
Derivative liability expense
|
|
|
(364,964
|
)
|
|
|
—
|
|
|
|
(368,001
|
)
|
|
|
—
|
|
Total other expense
|
|
|
(367,672
|
)
|
|
|
(454
|
)
|
|
|
(373,248
|
)
|
|
|
(1,356
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before provision for income taxes
|
|
|
(2,294,827
|
)
|
|
|
(799
|
)
|
|
|
(2,437,459
|
)
|
|
|
(2,391
|
)
|
Provision for income taxes
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(2,294,827
|
)
|
|
$
|
(799
|
)
|
|
$
|
(2,437,459
|
)
|
|
$
|
(2,391
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share, basic and diluted
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Weighted average shares outstanding, basic and diluted
|
|
|
538,118,966
|
|
|
|
496,732,553
|
|
|
|
521,032,735
|
|
|
|
496,732,553
|
|
The accompanying notes are an integral part
of these unaudited financial statements.
ALTAIR INTERNATIONAL CORP.
STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE NINE MONTHS ENDED DECEMBER 31, 2020 AND 2019
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Additional Paid in
|
|
Accumulated
|
|
|
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit
|
|
Total
|
Balance, March 31, 2020
|
|
|
496,732,553
|
|
|
$
|
496,733
|
|
|
$
|
350,693
|
|
|
$
|
(901,138
|
)
|
|
$
|
(53,712
|
)
|
Shares issued for Director services
|
|
|
4,000,000
|
|
|
|
4,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
4,000
|
|
Shares issued for debt settlement
|
|
|
11,000,000
|
|
|
|
11,000
|
|
|
|
2,315
|
|
|
|
—
|
|
|
|
13,315
|
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(39,297
|
)
|
|
|
(39,297
|
)
|
Balance, June 30, 2020
|
|
|
511,732,553
|
|
|
|
511,733
|
|
|
|
353,008
|
|
|
|
(940,435
|
)
|
|
|
(75,694
|
)
|
Shares issued for Officer services
|
|
|
26,000,000
|
|
|
|
26,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
26,000
|
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(103,335
|
)
|
|
|
(103,335
|
)
|
Balance, September 30, 2020
|
|
|
537,732,553
|
|
|
|
537,733
|
|
|
|
353,008
|
|
|
|
(1,043,770
|
)
|
|
|
(153,029
|
)
|
Shares granted for services
|
|
|
450,000
|
|
|
|
450
|
|
|
|
—
|
|
|
|
—
|
|
|
|
450
|
|
Warrant expense
|
|
|
—
|
|
|
|
—
|
|
|
|
75,000
|
|
|
|
—
|
|
|
|
75,000
|
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(2,294,827
|
)
|
|
|
(2,294,827
|
)
|
Balance, December 31, 2020
|
|
|
538,182,553
|
|
|
$
|
538,183
|
|
|
$
|
428,008
|
|
|
$
|
(3,338,597
|
)
|
|
$
|
(2,372,406
|
)
|
|
|
Common Stock
|
|
Additional Paid in
|
|
Accumulated
|
|
|
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit
|
|
Total
|
Balance, March 31, 2019
|
|
|
496,732,553
|
|
|
$
|
496,733
|
|
|
$
|
350,693
|
|
|
$
|
(895,882
|
)
|
|
$
|
(48,456
|
)
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(793
|
)
|
|
|
(793
|
)
|
Balance, June 30, 2019
|
|
|
496,732,553
|
|
|
|
496,733
|
|
|
|
350,693
|
|
|
|
(896,675
|
)
|
|
|
(49,249
|
)
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(799
|
)
|
|
|
(799
|
)
|
Balance, September 30, 2019
|
|
|
496,732,553
|
|
|
$
|
496,733
|
|
|
$
|
350,693
|
|
|
$
|
(897,474
|
)
|
|
$
|
(50,048
|
)
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(799
|
)
|
|
|
(799
|
)
|
Balance, December 31, 2019
|
|
|
496,732,553
|
|
|
$
|
496,733
|
|
|
$
|
350,693
|
|
|
$
|
(898,273
|
)
|
|
$
|
(50,847
|
)
|
The accompanying notes are an integral part
of these unaudited financial statements.
ALTAIR INTERNATIONAL CORP.
STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
|
|
For the Nine Months Ended
December 31,
|
|
|
2020
|
|
2019
|
CASH FLOW FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(2,437,458
|
)
|
|
$
|
(2,391
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Stock based compensation
|
|
|
1,893,450
|
|
|
|
—
|
|
Derivative liability expense
|
|
|
368,001
|
|
|
|
—
|
|
Changes in Operating Assets and Liabilities:
|
|
|
|
|
|
|
|
|
Advances and deposits
|
|
|
789
|
|
|
|
—
|
|
Accounts payable
|
|
|
60,611
|
|
|
|
920
|
|
Accrued interest
|
|
|
5,246
|
|
|
|
1,355
|
|
Net Cash Used in Operating Activities
|
|
|
(109,361
|
)
|
|
|
(116
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Payment for exploration earn in option
|
|
|
(30,000
|
)
|
|
|
—
|
|
Net Used in by Investing Activities
|
|
|
(30,000
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Proceeds from convertible notes payable
|
|
|
224,500
|
|
|
|
—
|
|
Proceeds from loans payable
|
|
|
134,990
|
|
|
|
—
|
|
Repayment of related party loan
|
|
|
(20,000
|
)
|
|
|
—
|
|
Net Cash Provided by Financing Activities
|
|
|
339,490
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Net Increase in Cash
|
|
|
200,129
|
|
|
|
(116
|
)
|
Cash at Beginning of Period
|
|
|
26
|
|
|
|
136
|
|
Cash at End of Period
|
|
$
|
200,155
|
|
|
$
|
20
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the period for:
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
—
|
|
|
$
|
—
|
|
Income taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
Supplemental non-cash disclosure:
|
|
|
|
|
|
|
|
|
Related party debt settled with common stock
|
|
$
|
13,314
|
|
|
$
|
—
|
|
The accompanying notes are an integral part
of these unaudited financial statements.
ALTAIR INTERNATIONAL CORP.
Notes to the Financial Statements
December 31, 2020
(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’s physical address is 322 North
Shore Drive, Building 1B, Suite 200, Pittsburgh, PA 15212. The Company is in the development stage as defined under Financial Accounting
Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915-205 "Development-Stage Entities.”
Mining Lease
The Company is currently engaged in identifying
and assessing new business opportunities. In this regard, the Company entered into a Mining Lease effective August 3, 2020 with
Oliver Geoservices LLC (“OGS”) under which the Company received an exclusive lease to mine certain unpatented lode
mining claims known as the Walker Ridge located in Elko County, Nevada for a period of five years. The lease can be extended for
an additional twenty years if certain extension payments are made within the term of the lease. The Company made an initial payment
of $25,000 to secure the lease and is required to make advance royalty payments to maintain its exclusivity commencing January
31, 2021, starting at $25,000 and increasing in $25,000 increments each year for the initial five-year term to $100,000 as well
as issuing common shares to OGS in accordance with the following schedule.
On or before December 1, 2021
|
500,000 common shares
|
On or before December 1, 2022
|
500,000 common shares
|
On or before December 1, 2023
|
750,000 common shares
|
On or before December 1, 2024
|
750,000 common shares
|
In addition, a 3% net smelter fee royalty is
payable on all mineral production from the leased property. The foregoing description of the Agreement does not purport to be complete
and is qualified in its entirety by reference to the Agreement which was filed as Exhibit 1.01 to a Form 8-K dated August 14, 2020.
The Company had previously planned to enter
into license and distribution agreements for oral thin film nutraceutical products. This plan was abandoned in the 2017 fiscal
year as the Company was unable to obtain the working capital required to bring the products to market.
Earn-In Agreement
On November
23, 2020, the Company entered into an Earn-In Agreement with American Lithium Minerals, Inc. (“AMLM”) under which we
agreed to make total payments of $75,000 to AMLM in exchange for a 10% undivided interest in 63 unpatented placer mining claims
comprised of approximately 1,260 acres, and 3 unpatented lode mining claims in Nevada. This $75,000 obligation has been fully satisfied
by the Company ($30,000 paid 12/8/2020 and $45,000 paid 1/5/2021), resulting in Altair owning a 10% undivided interest in the claims.
The Company has the option to increase its ownership interest by an additional 50% by a total payment of $1,300,648 for exploration
and development costs as follows: $100,648 within year one for an additional 10/%, $600,000 in year two for an additional 20% and
$600,000 in year three for an additional 20% ownership interest. The Earn-In Agreement grants Altair the exclusive right to explore
the properties.
NOTE 2 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Basis of Presentation
The Company’s unaudited financial statements
have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”),
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, 2020 and not necessarily indicative
of the results to be expected for the full year ending March 31, 2021. These unaudited financial statements should be read in conjunction
with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended
March 31, 2020.
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 of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results may differ from those estimates.
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, 2020 the Company's bank deposits did not exceed the
insured amounts.
Mining Expenses
The Company records all mining exploration
and evaluation costs as expenses in the period in which they are incurred.
Fair Value of Financial Instruments
The Company follows paragraph 825-10-50-10
of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37
of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial
instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted
in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and
comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which
prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy
gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority
to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
Level 1:
|
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
|
|
|
Level 2:
|
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
|
|
|
Level 3:
|
Pricing inputs that are generally unobservable inputs and not corroborated by market data.
|
The carrying amount of the Company’s
financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the
short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments as
the notes bear interest rates that are consistent with current market rates.
The following table classifies the Company’s
liabilities measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2020:
|
Description
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Losses
|
|
Derivative
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
368,001
|
|
|
$
|
(368,001
|
)
|
|
Total
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
368,001
|
|
|
$
|
(368,001
|
)
|
Recently Adopted 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.
NOTE 3 - GOING CONCERN
The Company’s
unaudited 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 $3,338,597 as of December
31, 2020 ($1,893,450 of the accumulated deficit in non-cash stock-based compensation expense). Further
losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue
as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations
in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business
operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on
hand, loans from third parties and/or private placement of common stock. The financial statements of the Company do
not include any adjustments that may result from the outcome of these uncertainties.
NOTE 4 – CONVERTIBLE NOTES
PAYABLE
A summary of the Company’s convertible
notes as of December 31, 2020 is presented below:
Note Holder
|
|
Date
|
|
Maturity Date
|
|
Interest
|
|
Balance
March 31,
2020
|
|
Additions
|
|
Balance
December 31, 2020
|
Williams Ten,
LLC (1)
|
|
|
5/11/2020
|
|
|
5/11/2021
|
|
|
8
|
%
|
|
|
—
|
|
|
$
|
15,000
|
|
|
$
|
15,000
|
|
EROP Capital, LLC (2)
|
|
|
5/13/2020
|
|
|
5/13/2021
|
|
|
8
|
%
|
|
|
—
|
|
|
|
20,000
|
|
|
|
20,000
|
|
Thirty 05, LLC (1)
|
|
|
5/18/2020
|
|
|
5/18/2021
|
|
|
8
|
%
|
|
|
—
|
|
|
|
17,500
|
|
|
|
17,500
|
|
EROP Capital, LLC (2)
|
|
|
6/5/2020
|
|
|
6/5/2021
|
|
|
8
|
%
|
|
|
—
|
|
|
|
10,000
|
|
|
|
10,000
|
|
EROP Capital, LLC (2)
|
|
|
7/16/2020
|
|
|
7/16/2021
|
|
|
8
|
%
|
|
|
—
|
|
|
|
7,500
|
|
|
|
7,500
|
|
EROP Capital, LLC (2)
|
|
|
8/14/2020
|
|
|
8/14/2021
|
|
|
8
|
%
|
|
|
—
|
|
|
|
12,500
|
|
|
|
12,500
|
|
Thirty 05, LLC (3)
|
|
|
8/14/2020
|
|
|
8/14/2021
|
|
|
8
|
%
|
|
|
—
|
|
|
|
12,500
|
|
|
|
12,500
|
|
EROP Capital, LLC (2)
|
|
|
8/27/2020
|
|
|
8/27/2021
|
|
|
8
|
%
|
|
|
—
|
|
|
|
7,500
|
|
|
|
7,500
|
|
EROP Capital, LLC (1)
|
|
|
9/30/2020
|
|
|
9/30/2021
|
|
|
8
|
%
|
|
|
—
|
|
|
|
10,000
|
|
|
|
10,000
|
|
EROP Capital, LLC (1)
|
|
|
12/3/2020
|
|
|
12/3/2021
|
|
|
8
|
%
|
|
|
—
|
|
|
|
7,000
|
|
|
|
7,000
|
|
EROP Capital, LLC (1)
|
|
|
12/7/2020
|
|
|
12/7/2021
|
|
|
8
|
%
|
|
|
—
|
|
|
|
30,000
|
|
|
|
30,000
|
|
Thirty 05, LLC (3)
|
|
|
12/31/2020
|
|
|
12/20/2021
|
|
|
8
|
%
|
|
|
—
|
|
|
|
75,000
|
|
|
|
75,000
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
$
|
—
|
|
|
$
|
224,500
|
|
|
$
|
224,500
|
|
Total accrued interest on the above Notes as of December
31, 2020, was $4,779.
|
(1)
|
the Note holder has the right to convert all or a portion of the outstanding balance of the Note
into common shares of the Company at a rate of the lesser of (i) $0.25 or (ii) 80% of the lowest closing bid price of the common
stock in the 15 days prior to conversion.
|
|
(2)
|
On notice, the Note holder has the right to convert all or a portion of the outstanding balance
of the Note into common shares of the Company at a rate of the lesser of (i) $0.25 or (ii) 70% of the lowest closing bid over the
prior five trading days prior to conversion.
|
|
(3)
|
On notice, the Note holder has the right to convert all or a portion of the outstanding balance
of the Note into common shares of the Company at a rate of the lesser of (i)$0.25 or 70% of the lowest closing bid price of the
common stock in the 15 days prior to conversion.
|
A summary of the activity of the derivative
liability for the notes above is as follows:
Balance at March 31, 2020
|
|
$
|
—
|
|
Increase to derivative due to new issuances
|
|
|
189,392
|
|
Decrease to derivative due to conversion/repayments
|
|
|
—
|
|
Derivative loss due to mark to market adjustment
|
|
|
178,609
|
|
Balance at December 31, 2020
|
|
$
|
368,001
|
|
A summary of quantitative information about
significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized
within Level 3 of the fair value hierarchy as of December 31, 2020 is as follows:
Inputs
|
|
December 31, 2020
|
Stock price
|
|
$
|
0.29
|
Conversion price
|
|
$
|
0.175 – 0.20
|
Volatility (annual)
|
|
|
442.86% - 735.46%
|
Risk-free rate
|
|
|
.09 - .10
|
Dividend rate
|
|
|
—
|
Years to maturity
|
|
|
.36 - 1
|
NOTE 5 – LOANS PAYABLE
A summary of the Company’s loans payable
as of December 31, 2020 is presented below:
Note Holder
|
|
Date
|
|
Maturity Date
|
|
Interest
|
|
Balance
March 31,
2020
|
|
Additions
|
|
Balance
December 31, 2020
|
Third party
|
|
|
8/24/2020
|
|
|
8/24/2021
|
|
|
0
|
%
|
|
|
14,165
|
|
|
$
|
—
|
|
|
$
|
14,165
|
|
Byron Hampton
|
|
|
8/24/2020
|
|
|
8/24/2021
|
|
|
8
|
%
|
|
|
—
|
|
|
|
9,990
|
|
|
|
9,990
|
|
Byron Hampton
|
|
|
12/22/2020
|
|
|
12/22/2021
|
|
|
8
|
%
|
|
|
—
|
|
|
|
5,000
|
|
|
|
5,000
|
|
Byron Hampton
|
|
|
12/30/2020
|
|
|
12/30/2021
|
|
|
8
|
%
|
|
|
—
|
|
|
|
20,000
|
|
|
|
20,000
|
|
EROP Enterprises, LLC
|
|
|
12/29/2020
|
|
|
12/29/2022
|
|
|
6
|
%
|
|
|
—
|
|
|
|
100,000
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
$
|
14,165
|
|
|
$
|
134,990
|
|
|
$
|
149,155
|
|
Total accrued interest on the above notes payable as
of December 31, 2020 was $329.
NOTE 6 – COMMON STOCK
On September 1, 2020, the Company entered into
a service agreement with Oliver Goeservices LLC for a term of one year. Per the terms of the agreement the Company will issue them
300,000 shares of common stock per month. In addition, they received 150,000 shares of common stock for services provided prior
to the execution of the service agreement. As of December 31, 2020, Oliver Goeservices LLC received 450,000 shares of common stock
for total non-cash expense of $450. In addition, 900,000 shares have not yet been issued by the transfer agent and have been disclosed
on the balance sheet as stock-based compensation payable. The shares were valued at the closing stock price on the date of grant
for total non-cash expense of $168,000.
On December 9, 2020, the Company entered into
two separate service agreements with Paul Pelosi to be a member of the Company’s advisory board. Both agreements are for
a term of one year. Per the terms of the agreements the Company will issue Mr. Pelosi a total of 6,000,000 shares of common stock.
50% of the shares are to be issued and earned immediately with the other 50% issued and earned on June 30, 2021. As of December
31, 2020, the 3,000,000 shares have not yet been issued by the transfer agent and have been disclosed on the balance sheet as stock-based
compensation payable. The shares were valued at the closing stock price on the date of grant for total non-cash expense of $870,000.
On December 14, 2020, the Company entered into
a service agreement with Adam Fishman to be a member of the Company’s advisory board for a term of one year. Per the terms
of the agreements the Company will issue Mr. Fishman 5,000,000 shares of common stock. 50% of the shares are to be issued and earned
immediately with the other 50% issued and earned on June 30, 2021. As of December 31, 2020, the 2,500,000 shares have not yet been
issued by the transfer agent and have been disclosed on the balance sheet as stock-based compensation payable. The shares were
valued at the closing stock price on the date of grant for total non-cash expense of $750,000.
Refer to Note 8 for common stock issued to
related parties.
NOTE 7 – WARRANTS
On October 15, 2020, the Company entered into
a service agreement with a third party for a term of six months. Per the terms of the agreement the party was granted 1,000,000
warrants to purchase shares of common stock. The warrant vest on April 15, 2021.
The warrants have an exercise price of $0.25
and expire in three years. The aggregate fair value of the warrants totaled $180,000 based on the Black Scholes Merton pricing
model using the following estimates: stock price of $0.18, exercise price of $0.25, 1.57% risk free rate, 735.46% volatility and
expected life of the warrants of 3 years. The value of the warrants is being amortized to expense over the six-month term of the
agreement. During the nine months ended December 31, 2020, the Company recognized $75,000 of the expense.
A summary of the status of the Company’s
outstanding stock warrants and changes during the year is presented below:
|
|
Number of Warrants
|
|
Weighted
Average
Price
|
|
Weighted
Average
Fair Value
|
|
Aggregate Intrinsic Value
|
|
|
|
|
|
|
|
|
|
|
Outstanding, March 31, 2020
|
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
|
|
|
|
1,000,000
|
|
|
$
|
0.25
|
|
|
$
|
0.18
|
|
|
|
|
|
|
Exercised
|
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
Expired
|
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
Outstanding, December 31, 2020
|
|
|
|
1,000,000
|
|
|
$
|
0.25
|
|
|
$
|
0.18
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable, December 31, 2020
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
Range of Exercise Prices
|
|
Number Outstanding 12/31/2020
|
|
Weighted Average Remaining Contractual Life
|
|
Weighted Average Exercise Price
|
$0.25
|
|
1,000,000
|
|
|
2.79 years
|
|
$0. 25
|
The aggregate intrinsic value represents the
total pretax intrinsic value, based on warrants with an exercise price less than the Company’s stock price as of December
31, 2018, which would have been received by the warrant holder had the warrant holder exercised their warrants as of that date.
NOTE 8 – RELATED PARTY TRANSACTIONS
On September 29, 2017, a Promissory Note (the
“Note”) in the principal amount of $45,000 was issued to Alan Smith the Company’s former sole officer and director
for loans made to the Company in prior periods. The Note was unsecured and bore interest at 6% per annum. The Note matured March
31, 2018. On June 29, 2018, the Company made a partial payment of $15,000 on the Note. The balance of the Note including principal
and interest was repaid through a cash payment of $20,000 and the issuance of 11,000,000 common shares valued at $0.0012 per share
in the three-month period ended June 30, 2020.
On April 10, 2018, the Company agreed to pay
the former sole officer and director of the Company $2,500 per month for a period of 4 months for the provision of management and
financial services. On September 1, 2018, the Company agreed to extend this contract on a month-to-month basis at the existing
rate of $2,500 per month. $22,500 was paid and $5,000 accrued as payable to February 28, 2019 when the agreement was terminated.
The payable amount was paid in the three-month period ended June 30, 2020.
On April 29, 2020 the Company entered into
a General Services Agreement with Alan Smith, a director and the Company’s sole officer for the performance of duties of
a CEO including the provision of management and financial services. The Agreement commenced May 1, 2020 and was to remain in full
force and effect until December 31, 2020. Under the terms of the Agreement, Alan Smith received the following compensation:
|
i)
|
A monthly fee of $2,500;
|
|
ii)
|
Payment of past fee accruals in cash in the amount $5,000;
|
|
iii)
|
Settlement of the of the outstanding balance of the Promissory Note
due to Alan Smith in the amount of $30,000 plus accrued interest through the payment of $20,000 in cash and the issuance of 11,000,000
common shares at $0.0012 per share.
|
On September 1, 2020 Mr. Smith notified the
Company of his need to resign from his positions with the Company for health reasons. The General Services Agreement was therefore
terminated.
During the nine months ended December 31, 2020,
Company issued 4,000,000 common shares to Mr. Leonard Lovallo for his role as an independent member of the Company’s Board
of Directors and 26,000,000 common shares for his role as Chief Executive Office and President of the Company.
NOTE 9 – SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) management
has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and
has determined that it does not have any material subsequent events to disclose in these financial statements other than the following.
On January 3, 2021, the Company made a $45,000
payment to AMLM per the terms of its Earn-In Agreement (Note 1).
Subsequent to December 31, 2020, the Company
issued 5,500,000 shares of common stock that had been granted but not yet issued as of December 31, 2020.
Subsequent to December 31, 2020, the Company
issued 1,500,000 shares of common stock to Oliver Geoservices LLC pursuant to the terms of its service agreements; 900,000 of which
were shares granted as of December 31, 2020.
Subsequent to December 31, 2020, the Company
issued 2,000,000 shares of common stock pursuant to the terms of its binding term sheet with St. Georges Eco-Mining Corp.
Subsequent to December 31, 2020, the Company
engaged a geological surveying company for the purposes of providing a NI 43-101 report on the Walker Ridge property.
Subsequent
to December 31, 2020, the Company has, due to a variety of factors, allowed certain of the Walker Ridge claims to expire, while
maintaining in good standing its agreement with Oliver Geoservices LLC.
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
Altair
International Corp. (“Altair”) is a development stage company that was incorporated in Nevada on December 20, 2012.
The Company is currently engaged in identifying
and assessing new business opportunities. In this regard, the Company entered into a Mining Lease effective August 3, 2020 with
Oliver Geoservices LLC under which the Company received an exclusive lease to mine certain unpatented lode mining claims known
as the Walker Ridge located in Elko County, Nevada for a period of five years. The lease can be extended for an additional twenty
years if certain extension payments are made within the term of the lease. The Company made an initial payment of $25,000 to secure
the lease and is required to make advance royalty payments to maintain its exclusivity commencing December 1, 2020, starting at
$25,000 and increasing in $25,000 increments each year for the initial five year term to $100,000 as well as a 3% net smelter fee
royalty on all mineral production from the leased property. The foregoing description of the Agreement does not purport to be complete
and is qualified in its entirety by reference to the Agreement which was filed as Item 1.01 to a Form 8-K filed on August 14, 2020.
The Company has completed the staking process
of 187 claims on the Walker Ridge site. The claims must be registered with the Nevada Bureau of Land Management. We estimate that
the cost to register the claims to be between $40,000 and $50,000. To date, we have not registered the claims. The Company is currently
awaiting completion by the United States Forestry Service (the “USFS”) of the calculations for the required Reclamation
Bond which is required to begin work on the drill site. We estimate the value of the bond to be between $40,000 and $50,000.
About Walker Ridge
Location
The Walker Ridge Property is located
in Elko County, Nevada, approximately 40 air miles (64 km) north of Elko. It is reached by driving north approximately 55 miles
(88 km) from Elko on highway 225 to the PX ranch near mile marker 55. Traveling west on the gravel road for 20 miles (32 km) reaches
the eastern boundary of the property. The center of the target area is at a latitude/longitude of 41 30’38” North
and 115 55’48” West. Driving time from Elko to the property is approximately one hour.
Walker Ridge Property History
A large area (boundaries uncertain), located
between the Jerritt Canyon and Big Springs properties, including ground covered by the present Walker Ridge Property claims, was
explored by Tenneco (subsequently acquired by Echo Bay). From 1985-87, Tenneco/Echo Bay conducted geologic mapping, rock chip and
soil geochemistry sampling (3400 samples) and drilled 31 shallow holes (maximum depth 400 ft or 122m), mostly to the southwest
of the Walker Ridge Property. There are no useable maps available from this work, only summary reports. One shallow hole drilled
within the present claim block (Figure 7.3), hole number FC1-87, intercepted Snow Canyon Fm below McAfee Quartzite at 245 feet
(75m). It was anomalous in gold from there to TD at 300 feet (91m).
Independence Mining Company optioned the same
property from Echo Bay between 1988 and 1993, drilling 6 holes totaling 4,920 feet (1,500m), southwest of the present claims. A
deep rotary/core hole reached favorable Carlin-style host lithologies (Roberts Mountain Formation) at 1,495 feet (456m), or approximately
6,000 feet (1,830m) above mean sea level. There are no maps showing this work currently available, only summary reports. Echo Bay
was absorbed by Kinross several years ago. It is possible that some of that data may be preserved in the archives of Kinross.
In 2007 an infill soil sampling program
was carried out by Stratos over the central part of the current claim block to reduce the sample spacing to 200 feet (60m). The
Company optioned the property in 2011. At the direction of the Company, Walker Ridge Gold Corp staked additional claims in 2011
and 2012. All claim staking has been paid by the Company and all additional claims have become a part of the option agreement.
The Company has carried out gravity and CSAMT geophysical surveys in the fall of 2012.
There are no resource estimates, historical
or current, and no recorded production from the property.
Risk Factors
As it applies to the Company’s mining
and mineral exploration activities, the Company is in the business of acquiring, exploring and, if warranted, developing and exploiting
natural exploration and evaluation assets. Due to the nature of the Company's proposed business and the present stage of exploration
of its exploration and evaluation assets, the following risk factors, among others, will apply:
The Mining Industry is Intensely Competitive:
The Company's business is the acquisition and exploration of exploration and evaluation assets. The mining industry is
intensely competitive, and the Company will compete with other companies that have far greater resources.
Resource Exploration and Development
is Generally a Speculative Business: Resource exploration and development is a speculative business and involves a high
degree of risk, including, among other things, unprofitable efforts resulting not only from the failure to discover resource deposits
but from finding resource deposits which, though present, are insufficient in size to return a profit from production. The marketability
of natural resources that may be acquired or discovered by the Company will be affected by numerous factors beyond the control
of the Company. These factors include market fluctuations, the proximity and capacity of natural resource markets, government regulations,
including regulations relating to prices, taxes, royalties, land use, importing and exporting of resources and environmental protection.
The exact effect of these factors cannot be
accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested
capital. The vast majority of exploration projects do not result in the discovery of commercially mineable deposits of ore.
Fluctuation of Metal Prices: Even
if commercial quantities of resource deposits are discovered by the Company, there is no guarantee that a profitable market will
exist for the sale of the metals produced. Factors beyond the control of the Company may affect
the marketability of any substances discovered. The prices of various metals have experienced significant movement over short periods
of time, and are affected by numerous factors beyond the control of the Company, including international economic and political
trends, expectations of inflation, currency exchange fluctuations, interest rates and global or regional consumption patterns,
speculative activities and increased production due to improved mining and production methods.
The supply of and demand for metals are affected
by various factors, including political events, economic conditions and production costs in major producing regions. There can
be no assurance that the price of any commodities will be such that any of the properties in which the Company has, or has the
right to acquire, an interest may be mined at a profit.
Permits and Licenses: The operations
of the Company will require consents, approvals, licenses and/or permits from various governmental authorities. There can be no
assurance that the Company will be able to obtain all necessary consents, approvals, licenses and permits that may
be required to carry out exploration, development and mining operations at its projects.
No Assurance of Profitability:
The Company has no history of earnings and, due to the nature of its business, there can be no assurance that the Company will
ever be profitable. The Company has not paid dividends on its shares since incorporation and does not anticipate doing so in the
foreseeable future. The only present source of funds available to the Company is from the sale of its common shares or, possibly,
from the sale or optioning of a portion of its interest in its exploration and evaluation assets.
Even if the results of exploration are encouraging,
the Company may not have sufficient funds to conduct the further exploration that may
be necessary to determine whether or not a commercially mineable deposit exists. While the Company may
generate additional working capital through further equity offerings or through the sale or possible syndication of its property,
there can be no assurance that any such funds will be available on favorable terms, or at all. At present, it is impossible to
determine what amounts of additional funds, if any, may be required. Failure to raise
such additional capital could put the continued viability of the Company at risk.
Uninsured or Uninsurable Risks: The
Company may become subject to liability for pollution or hazards against which it cannot insure or against which it may elect not
to insure where premium costs are disproportionate to the Company's perception of the relevant risks. The payment of such insurance
premiums and of such liabilities would reduce the funds available for exploration and production activities.
Government Regulation: Any exploration,
development or mining operations carried on by the Company will be subject to government legislation, policies and controls relating
to prospecting, development, production, environmental protection, mining taxes and labor standards. In addition, the profitability
of any mining prospect is affected by the market for precious and/or base metals which is influenced by many factors including
changing production costs, the supply and demand for metals, the rate of inflation, the inventory of metal producing corporations,
the political environment and changes in international investment patterns.
Environmental Matters: Existing
and possible future environmental legislation, regulations and actions could cause significant expense, capital expenditures, restrictions
and delays in the activities of the Company, the extent of which cannot be predicted and which may
well be beyond the capacity of the Company to fund. The Company's right to exploit any mining properties is and will continue
to be subject to various reporting requirements and to obtaining certain government approvals and there can be no assurance that
such approvals, including environment approvals, will be obtained without inordinate delay or at all.
Insufficient Financial Resources:
The Company does not presently have sufficient financial resources to undertake by itself the exploration and development of any
significant exploration and development programs. The development of the Company's property will therefore depend upon the Company's
ability to obtain financing through the joint venturing of projects, private placement financing, public financing or other means.
There can be no assurance that the Company will be successful in obtaining the required financing. Failure to raise the required
funds could result in the Company losing, or being required to dispose of, its interest in its property. In particular, failure
by the Company to raise the funding necessary to maintain in good standing the various option agreements it has entered into could
result in the loss of the rights of the Company to such property. In addition, should the Company incur significant losses in future
periods, it may be unable to continue as a going concern, and realization of assets and settlement of liabilities in other than
the normal course of business may be at amounts significantly different from those reflected in its current financial statements.
Uncertainty of Resource Estimates/Reserves:
The Company has not established the presence of any proven and probable reserves at its exploration and evaluation asset.
There can be no assurance that subsequent testing or future studies will establish proven and probable reserves at the Company's
exploration and evaluation asset. The failure to establish proven and probable reserves could restrict the Company's ability to
successfully implement its strategies for long-term growth.
The Company had previously planned to enter
into license and distribution agreements for oral thin film nutraceutical products. This plan was abandoned in the 2017 fiscal
year as the Company was unable to obtain the working capital required to bring the products to market.
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. Management intends to finance operating costs over the next twelve months with existing
cash on hand, loans from third parties andor private placements of common stock. No assurance can be given that such funds will
be available.
Results of operations for the three
months ended December 31, 2020 compared to December 31, 2019.
Revenues
The Company has not recognized
any revenue to date.
Operating Expenses
Mining and exploration
expense for the three months ended December 31, 2020 was $22,875 compared to $0 for the three months ended December 31, 2019. The
Company’s mining and exploration expense has increased in the current period as it pursues its new mining activities.
Compensation expense –
related party for the three months ended December 31, 2020 was $14,000 compared to $0 for the three months ended December 31, 2019.
In the current period the Company incurred $14,000 of compensation expense for its new CEO.
General and administrative
expense for the three months ended December 31, 2020 was $1,890,280 compared to $345 for the three months ended December 31, 2019.
In the current period we incurred $1,818,450 of non-cash stock compensation expense and $75,000 of non-cash warrant expense.
Other Expense
Total other expense for
the three months ended December 31, 2020, was $367,672, which consisted of $2,708 of interest expense and $364,964 of derivative
expense associated with our convertible notes, compared to $454 of interest expense in the prior period.
Net Loss
Net loss for the three-month
period ended December 31, 2020 was $2,294,827, in comparison to a net loss of $799 for the three months ended December 31, 2019.
The large increase to our net loss is largely attributed to our non-cash stock-based compensation expense.
Results of operations for the nine
months ended December 31, 2020 compared to December 31, 2019.
Revenues
The Company has not recognized
any revenue to date.
Operating Expenses
Mining and exploration
expense for the nine months ended December 31, 2020 was $79,001 compared to $0 for the nine months ended December 31, 2019. The
Company’s mining and exploration expense has increased in the current period as it pursues its new mining activities.
Compensation expense –
related party for the nine months ended December 31, 2020 was $14,000 compared to $0 for the nine months ended December 31, 2019.
In the current period the Company incurred $14,000 of compensation expense for its new CEO.
General and administrative
expense for the nine months ended December 31, 2020 was $1,971,210 compared to $1,035 for the nine months ended December 31, 2019.
In the current period we incurred $1,818,450 of non-cash stock compensation expense and $75,000 of non-cash warrant expense.
Other Expense
Total other expense for
the nine months ended December 31, 2020, was $373,248, which consisted of $5,247 of interest expense and $368,001 of derivative
expense associated with our convertible notes, compared to $1,356 of interest expense in the prior period.
Net Loss
Net loss for the nine-month
period ended December 31, 2020 was $2,437,459, in comparison to a net loss of $2.391 for the nine months ended December 31, 2019.
The large increase to our net loss is largely attributed to our non-cash stock-based compensation expense.
Liquidity and Capital Resources
Cash flow used in Operating Activities.
We have not generated positive
cash flows from operating activities. During the nine-month period ended December 31, 2020, the Company used $109,361 of cash for
operating activities compared to $116 of cash for operating activities in the prior period.
Cash flow used in Investing Activities.
During the nine months ended December 31, 2020,
we paid $30,000 as part of our Earn-In Agreement with American Lithium Minerals, Inc.
Cash flow from Financing Activities
We have financed our operations
primarily from either advancements or the issuance of equity and debt instruments. During the nine month period ended December
31, 2020 the Company received $359,490 of cash from financing activities offset by payments of $20,000 to settle loans payable
to related parties.
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 or debt financing arrangements 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.