ITEM 1. FINANCIAL STATEMENTS
ALTAIR INTERNATIONAL CORP.
INDEX TO FINANCIAL STATEMENTS
|
Consolidated Balance Sheets as of
June 30, 2021 (unaudited) and March 31, 2021
|
4
|
|
Consolidated Statements of Operations for the
Three Months ended June 30, 2021 and 2020 (unaudited)
|
5
|
|
Consolidated Statement of Stockholders'
Deficit for the Three Months ended June 30, 2021 and 2020 (unaudited)
|
6
|
|
Consolidated Statements of Cash Flows for the
Three Months ended June 30, 2021 and 2020 (unaudited)
|
7
|
|
Notes to the Consolidated Financial Statements
(unaudited)
|
8
|
The accompanying notes are an integral part of these
unaudited consolidated financial statements.
The accompanying notes are an integral part of these
unaudited consolidated financial statements.
The accompanying notes are an integral part of these
unaudited consolidated financial statements.
ALTAIR INTERNATIONAL CORP.
Notes to the Unaudited Consolidated Financial Statements
June 30, 2021
NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS
Organization and Description of Business
ALTAIR INTERNATIONAL CORP. (the "Company"
"Altair") 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.
License and Royalty Agreement
On February
10, 2021, the Company entered into a License and Royalty Agreement (the "License Agreement") with St-Georges Eco-Mining Corp.
("SX") and St-Georges Metallurgy Corp. ("SXM") under which Altair has received a perpetual, non-exclusive license
from SX of its lithium extraction technology for Altair to develop its lithium bearing prospects in the United States and SXM's
EV battery recycling technology for which Altair has agreed to act as exclusive master agent to promote the licensing and deployment of
the EV battery recycling technology in North America. Altair has agreed to provide SX with a net revenue interest royalty on all metals
and minerals extracted (the "Products") and sold from Altair's mineral interests in the United States and SX has agreed
to provide Altair with a 1% trailer fee on any royalty received by SX from the licensing of the SX EV battery recycling technology to
each licensee of the SX EV battery recycling technology referred by Altair or Altair's sub-agents. Altair will pay a royalty of
5% of the net revenue received by Altair for sales of Products using the lithium extraction technology which decreases to 3% of the net
revenue on all payments in excess of US$8,000,000 of production on an annualized basis.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of Presentation
The Company's unaudited consolidated 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 three month period ending June 30, 2021 and not necessarily indicative
of the results to be expected for the full year ending March 31, 2022. 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,
2021.
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.
Concentrations of Credit Risk
We maintain our cash in bank deposit accounts, the
balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have
not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.
Cash Equivalents
The Company considers all highly liquid investments
with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the three months ended
June 30, 2021, or the year ended March 31, 2021.
Principles of Consolidation
The accompanying consolidated financial statements
for the three months ended June 30, 2021, include the accounts of the Company and its wholly owned subsidiary, EV Lithium Solutions, Inc.
All significant intercompany transactions have been eliminated in consolidation.
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 :
June 30, 2021
|
|
Description
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
Derivative
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
491,149
|
|
|
|
Total
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
491,149
|
|
March 31, 2021
|
|
Description
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
Derivative
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
142,642
|
|
|
|
Total
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
142,642
|
|
Recent 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
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 $13,889,714 as of June 30, 2021 (approximately $12,400,000
of the accumulated deficit is non-cash stock-based compensation and 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 - SIGNIFICANT TRANSACTION
On March 19, 2021, the Company, through its newly
formed Nevada subsidiary, EV Lithium Solutions, Inc., entered into an Asset Purchase Agreement with CryptoSolar LTD, a company formed
under the laws of the United Kingdom, that has energy storage technology for a variety of industries, including electric vehicles, to
be used in place of traditional batteries that rely upon chemical reactions rather than an electric field for higher energy output and
a longer life than traditional batteries. Under the terms of the Asset Purchase Agreement, CryptoSolar received 2,500,000 shares of Altair's
common stock at the closing of the transaction and will receive up to 900,000 additional shares of common stock in connection with the
successful commercial development of the scaled-up EV battery prototype and 20% of the net profits from all products sold by Altair incorporating
or based upon the assets acquired from CryptoSolar. In addition, Altair International entered into a five-year Consulting Agreement with
the sole founder of CryptoSolar LTD, Andreas Tapakoudes, under which he will receive a consulting fee of $4,000 per month to develop a
commercial lithium battery and a manufacturing facility for its commercial production.
The 2,500,000 shares issued were valued at $0.18
per share, the closing stock price on the date of grant, for total non-cash expense of $450,000. The Company determined that it was
unable to substantiate the actual fair value of the technology that was acquired so has chosen to impair the full amount of $450,000
during the year ended March 31, 2021.
NOTE 5 - CONVERTIBLE NOTES PAYABLE
A summary of the Company's convertible notes
as of June 30, 2021 is presented below:
|
Note
Holder
|
|
Date
|
|
Maturity
Date
|
|
Interest
|
|
Balance
March 31,
2021
|
|
Additions
|
|
Conversions
|
|
Balance
June 30,
2021
|
|
Thirty
05, LLC (1)
|
|
|
5/18/2020
|
|
|
5/18/2021
|
|
|
8
|
%
|
|
|
17,500
|
|
|
|
-
|
|
|
|
-
|
|
|
|
17,500
|
|
|
Thirty
05, LLC (3)
|
|
|
8/14/2020
|
|
|
8/14/2021
|
|
|
8
|
%
|
|
|
12,500
|
|
|
|
-
|
|
|
|
-
|
|
|
|
12,500
|
|
|
Thirty
05, LLC (3)
|
|
|
12/31/2020
|
|
|
12/20/2021
|
|
|
8
|
%
|
|
|
75,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
75,000
|
|
|
EROP
Enterprises(4)
|
|
|
4/23/2021
|
|
|
4/23/2022
|
|
|
8
|
%
|
|
|
-
|
|
|
|
400,000
|
|
|
|
-
|
|
|
|
400,000
|
|
|
|
|
|
|
|
|
Total
|
|
|
$
|
105,000
|
|
|
$
|
400,000
|
|
|
$
|
-
|
|
|
$
|
505,000
|
|
|
|
|
|
|
|
|
Less Discount
|
|
|
|
(63,023
|
)
|
|
|
|
|
|
|
|
|
|
|
(375,356
|
)
|
|
|
|
|
|
|
|
Total
|
|
|
|
41,977
|
|
|
|
|
|
|
|
|
|
|
$
|
129,644
|
|
Total accrued interest on the above Notes as of June 30, 2021,
was $9,044.
|
|
(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.
|
|
|
(4)
|
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 80% of the lowest closing bid price of the common stock
in the 5 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
|
|
$
|
142,642
|
|
|
Increase to derivative due to new issuances
|
|
|
607,911
|
|
|
Decrease to derivative due to conversion/repayments
|
|
|
-
|
|
|
Derivative gain due to mark to market adjustment
|
|
|
(259,404
|
)
|
|
Balance at June 30, 2021
|
|
$
|
491,149
|
|
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 June 30, 2021 is as follows:
|
Inputs
|
|
June 30, 2021
|
|
Stock price
|
|
$
|
0.113
|
|
|
Conversion price
|
|
$
|
.0576 - .088
|
|
|
Volatility (annual)
|
|
|
167.46% - 307.24%
|
|
|
Risk-free rate
|
|
|
.05 - .05
|
|
|
Dividend rate
|
|
|
-
|
|
|
Years to maturity
|
|
|
.25 - 1
|
|
NOTE 6 - LOANS PAYABLE
A summary of the Company's loans payable as
of June 30, 2021 is presented below:
|
Note Holder
|
|
Date
|
|
Maturity Date
|
|
Interest
|
|
Balance
March 31,
2021
|
|
Additions
|
|
Repayments
|
|
Balance
June 30,
2021
|
|
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
|
)
|
|
|
-
|
|
|
EROP Enterprises, LLC
|
|
|
2/1/2021
|
|
|
12/29/2022
|
|
|
6
|
%
|
|
|
100,000
|
|
|
|
-
|
|
|
|
(100,000
|
)
|
|
|
-
|
|
|
EROP Enterprises, LLC
|
|
|
3/8/2021
|
|
|
3/8/2022
|
|
|
6
|
%
|
|
|
100,000
|
|
|
|
-
|
|
|
|
(100,000
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
$
|
349,155
|
|
|
$
|
-
|
|
|
$
|
(300,000
|
)
|
|
$
|
49,155
|
|
Total accrued interest on the above notes payable as of June
30, 2021 was $987.
NOTE 7 - 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. As of March 31, 2021, 300,000 shares had not yet been issued by the transfer agent and were disclosed on the
balance sheet as common stock to be issued of $72,000. During the three months ended June 30, 2021, the Company issued the 300,000 shares
and granted 900,000 additional shares for total non-cash compensation of $108,000. As of June 30, 2021, 600,000 shares have not yet been
issued by the transfer agent and were disclosed on the balance sheet as common stock to be issued of $60,000. All shares were valued at
the closing stock price on the date of grant.
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. The 3,000,000 shares to
be issued on June 30, were valued at the closing stock price on the date of grant for total non-cash expense of $330,000. As of June
30, 2021, the 3,000,000 shares have not yet been issued by the transfer agent and were disclosed on the balance sheet as common stock to
be issued.
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. The 2,500,000 shares to be issued on June 30, 2021 was increased to 3,000,000 and were valued
at the closing stock price on the date of grant for total non-cash expense of $330,000.
On April 6, 2021, the
Company issued 2,500,000 shares of common stock to a service provider for shares previously disclosed as common stock to be issued.
During the three months ended June 30, 2021, the Company
issued 241,500 shares of common stock at $0.12 per share for accounts payable due of $24,150. A $4,830 loss was recognized on the issuance.
During the three months
ended June 30, 2021, the Company issued 50,000 shares of common stock at $0.11 per share for accounts payable due of $5,000.
A $3,269 gain was recognized on the issuance.
NOTE 8 - 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 warrants vested 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.
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, 2021
|
|
|
|
1,000,000
|
|
|
$
|
0.25
|
|
|
$
|
0.18
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
|
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
Exercised
|
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
Expired
|
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
Outstanding, June 30, 2021
|
|
|
|
1,000,000
|
|
|
$
|
0.25
|
|
|
$
|
0.18
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable, June 30, 2021
|
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Range of Exercise Prices
|
|
Number Outstanding 6/30/2021
|
|
Weighted Average Remaining Contractual Life
|
|
Weighted Average Exercise Price
|
|
|
$0.25
|
|
|
|
1,000,000
|
|
|
|
2.29 years
|
|
|
|
$0.25
|
|
|
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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 June 30, 2021, which would have been received by the warrant holder had the warrant holder exercised their warrants as of that
date.
NOTE 9 - RELATED
PARTY TRANSACTIONS
During the three months
ended June 30, 2021, Company paid Mr. Leonard Lovallo $12,000 for his role as Chief Executive Office and President of the Company.
NOTE 10 - 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.
Subsequent to June 30, 2021, the Company granted 3,000,000
shares of common stock for services to Matthew Shin Lung Kiang. Mr Kiang will serve as the Chief Operating Officer of EV Lithium Solutions,
LLC.
On July 21,2021, the Company issued the 3,000,000
shares of common stock due to Paul Pelosi.
On July 21,2021, the Company issued the 600,000 shares
of common stock due to Oliver Geoservices and issued them an additional 1,200,000 shares for services.
On August 12, 2021, the Company issued the 150,000
shares of common stock for services.
On August 12, 2021, the Company issued the 100,000
shares of common stock for accounts payable due of $8,412.
Subsequent
to June 30, 2021, the Company initiated a sampling and assay program on the Stonewall Lithium project, and is currently awaiting assay
results.
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ITEM 2.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION
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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.
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.
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.
License and Royalty Agreement
On February
10, 2021, the Company entered into a License and Royalty Agreement (the "License Agreement") with St-Georges Eco-Mining Corp.
("SX") and St-Georges Metallurgy Corp. ("SXM") under which Altair has received a perpetual, non-exclusive license
from SX of its lithium extraction technology for Altair to develop its lithium bearing prospects in the United States and SXM's
EV battery recycling technology for which Altair has agreed to act as exclusive master agent to promote the licensing and deployment of
the EV battery recycling technology in North America. Altair has agreed to provide SX with a net revenue interest royalty on all metals
and minerals extracted (the "Products") and sold from Altair's mineral interests in the United States and SX has agreed
to provide Altair with a 1% trailer fee on any royalty received by SX from the licensing of the SX EV battery recycling technology to
each licensee of the SX EV battery recycling technology referred by Altair or Altair's sub-agents. Altair will pay a royalty of
5% of the net revenue received by Altair for sales of Products using the lithium extraction technology which decreases to 3% of the net
revenue on all payments in excess of US$8,000,000 of production on an annualized basis.
Activities
of our wholly-owned subsidiary, EV Lithium Solution, Inc. (EVLS)
On March 19,
2021, EVLS acquired a 100% interest in the IP related to a novel, solid state lithium battery technology from Cryptosolar Ltd., a Company
domiciled in the United Kingdom. We have an continue to invest in the research and development of this technology, and such development
is moving forward rapidly. We are currently in the process of patenting the technology and are exploring options for commercialization.
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 June 30, 2021 compared to June 30, 2020.
Revenues
The Company has not recognized
any revenue to date.
Operating Expenses
Mining and exploration expense
for the three months ended June 30, 2021 was $166,017 compared to $0 for the three months ended June 30, 2020. The Company's mining
and exploration expense has increased in the current period as it pursues its new mining activities.
Consulting expense for the three
months ended June 30, 2021 was $697,769 compared to $0 for the three months ended June 30, 2020. In the current period we granted 6,000,000
shares of common stock for total non-cash consulting expense of $660,000.
Compensation expense - related
party for the three months ended June 30, 2021 was $12,000 compared to $0 for the three months ended June 30, 2020. In the current period
the Company incurred $12,000 of compensation expense for its new CEO.
Director fees for the three months
ended June 30, 2021 was $7,500 compared to $0 for the three months ended June 30, 2020.
General and administrative expense
for the three months ended June 30, 2021 was $66,279 compared to $35,395 for the three months ended June 30, 2020. In the current period
we incurred investor relation expense of $4,000, OTC market fees of $7,500, and other outsider services for $24,769. These are all new
expenses in the current period.
Other Expense
Total other expense for the three
months ended June 30, 2021, was $44,337, consisting of $94,270 of interest expense, which includes $87,666 of debt discount amortization,
a gain on the change in the fair value of derivative of $259,405, a loss on the issuance of convertible debt of $207,911, a loss on the
settlement of debt of $4,830, compared to $3,903 of other expense in the prior year.
Net Loss
Net loss for the three months
ended June 30, 2021 was $994,052, in comparison to a net loss of $39,298 for the three months ended June 30, 2020. 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 three months ended June 30, 2021, the Company used $169,910
of cash for operating activities compared to $38,850 of cash for operating activities in the prior period.
Our use of cash for operations has increased in the current period due to our increased mining and
exploration expense.
Cash flow from Financing Activities
We have financed our operations
primarily from either advancements or the issuance of equity and debt instruments. During the three months ended June 30, 2021 the Company
received $400,000 of cash from financing activities offset by payments of $300,000 to settle loans payable.
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.
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ITEM 4.
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Controls and Procedures
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Management's Report Disclosure Controls and
Procedures
During the quarter ended June
30, 2021, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive
officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that,
as of the end of the period covered in this report, our disclosure controls and procedures were ineffective to ensure that information
required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the required time periods specified in the Commission's rules and forms and is accumulated and communicated to our
management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding
required disclosure.
Our principal executive officer
and principal financial officer, do not expect that our disclosure controls and procedures or our internal controls will prevent all error
or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives
of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the
benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
To address the material weaknesses,
we performed additional analysis and other post-closing procedures in an effort to ensure our financial statements included in this annual
report have been prepared in accordance with generally accepted accounting principles. In addition, we engaged accounting consultants
to assist in the preparation of our financial statements. Accordingly, management believes that the financial statements included
in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.
Management's Report on Internal Control over
Financial Reporting
Internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is a process designed by, or under the supervision of,
our principal executive and principal financial officers, and effected by our board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles. The management is responsible for establishing and maintaining adequate internal
control over our financial reporting. Under the supervision and with the participation of our management, including our principal executive
officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting
using the Internal Control - Integrated Framework (2013) developed by the Committee of Sponsoring Organizations
of the Treadway Commission. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our
internal control over financial reporting was not effective as of June 30, 2021.
We
are aware of the following material weaknesses in internal control that could adversely affect the Company's ability to record,
process, summarize and report financial data:
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Due
to our size and limited resources, we currently do not employ the appropriate accounting personnel
to ensure (a) we maintain proper segregation of duties, (b) that all transactions are entered timely
and accurately,
and
(c) we properly account for complex or unusual transactions
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Due to our size and scope
of operations, we currently do not have an independent audit committee in place
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Due
to our size and limited resources, we have not properly documented a complete assessment of the effectiveness
of the design and operation of our internal control over financial reporting.
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Inherent
limitations on effectiveness of controls
Internal control over financial
reporting has inherent limitations, which include but is not limited to the use of independent professionals for advice and guidance,
interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel
factors. Internal control over financial reporting is a process, which involves human diligence and compliance and is subject to lapses
in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion
or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible
to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.