UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

Form 10-Q

 

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended JUNE 30, 2018

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

ALTAIR INTERNATIONAL CORP.

(Exact name of registrant as specified in its charter)

 

Nevada	333-190235	99-0385465
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)
	6501 E. Greenway Pkwy #103-412 Scottsdale, AZ 85254
	(Address of principal executive offices)
	(760) 413-3927
	(Registrant’s Telephone Number)

 

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑    No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑    No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Ruble 12b-2 of the Exchange Act.

 

Large accelerated filer  ☐	Accelerated filer  ☐
Non-accelerated filer  ☐ (Do not check if a smaller reporting company)	Smaller reporting company  ☑
	Emerging growth company  ☑

  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☑    No ☐

 

As of August 17, 2018, there were 74,509,883 shares of the registrant’s $0.001 par value common stock issued and outstanding.

 

 

ALTAIR INTERNATIONAL CORP.

QUARTERLY REPORT

PERIOD ENDED JUNE 30, 2018

 

TABLE OF CONTENTS

 

			Page No.
		PART I - FINANCIAL INFORMATION
Item 1.		Financial Statements	F1 – F8
Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	12
Item 4T.		Controls and Procedures	12
		PART II - OTHER INFORMATION
Item 1.		Legal Proceedings	13
Item1A.		Risk Factors	13
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3.		Defaults Upon Senior Securities	13
Item 4.		Mine Safety Disclosures	13
Item 5.		Other Information	13
Item 6.		Exhibits	13
		Signatures	14

 

 

Special Note Regarding Forward-Looking Statements

 

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Altair International Corp. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

 

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "ATAO" refers to Altair International Corp.

 

 

 

 

 

PART I - FINANCIAL INFORMATION

        

ITEM 1.

FINANCIAL STATEMENTS

 

 

INDEX		F-1
Balance Sheets as of June 30, 2018 (Unaudited) and March 31, 2017 (Audited)		F-2
Statements of Operations for the Three Months Ended June 30, 2018 and June 30, 2017 (Unaudited)		F-3
Statements of Cash Flows for the Three Months Ended June 30, 2018 and June 30, 2017  (Unaudited)		F-4
Notes to the Financial Statements (Unaudited)		F-5

 

 

 

ALTAIR INTERNATIONAL CORP.
BALANCE SHEETS
AS OF JUNE 30, 2018 AND MARCH 31, 2018
			June 30, 2018				March 31, 2018
			(Unaudited)				(Audited)
ASSETS
Current Assets
Cash		$	18,080			$	75
Advances and deposits			10,000				—
Total current assets			28,080				75
Total assets		$	28,080			$	75
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable		$	10,849			$	17,948
Loans payable			14,165				14,165
Loan advances			75,770				—
Interest payable			—				1,354
Promissory note due to related party			30,000				45,000
Total current liabilities			130,784				78,467
Total Liabilities			130,784				78,467
Stockholders' Equity (Deficit)
Common Stock, $0.001 par value, 75,000,000 shares authorized;  74,509,883 shares issued and outstanding at June 30,2018 and 47,747,245 as at March 31, 2018			74,510				47,747
Additional paid-in-capital			672,916				432,052
Common Stock subscribed			—				267,627
Accumulated deficit			(850,130	)			(825,818	)
Total stockholders' equity (deficit)			(102,704	)			(78,392	)
Total liabilities and stockholders's equity (deficit)		$	28,080			$	75
The accompanying notes are an integral part of these financial statements

 

ALTAIR INTERNATIONAL CORP.
STATEMENTS OF OPERATIONS
			Three Month Period Ended June 30, 2018				Three Month Period Ended June 30, 2017
			(Unaudited)				(Unaudited)
Expenses
Total General and Administrative expenses		$	23,639			$	315
Derivative expense			—				(189,479	)
Interest expense			673				68,473
Loss (earnings) before income taxes			24,312				(120,691	)
Income taxes			—				—
Net loss (earnings)		$	24,312			$	(120,691	)
Loss (earnings) per share - Basic and Diluted		$	0.000			$	(0.004	)
Weighted Average Shares - Basic and Diluted			69,216,086				31,957,000
The accompanying notes are an integral part of these financial statements.

 

ALTAIR INTERNATIONAL CORP.
STATEMENTS OF CASH FLOWS
			Three Month Period Ended June 30, 2018				Three Month Period Ended June 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)		$	(24,312	)		$	120,691
Adjustments to reconcile net loss to net cash used in operating activities
Changes in:
Advances and deposits			(10,000	)			—
Accounts payable			(7,099	)			(6,700	)
Interest payable			(1,354	)			6,231
Fair value of derivative liabilities			—				(189,478	)
Debt discount			—				62,241
			(42,765	)			(7,015	)
CASH FLOWS FROM INVESTING ACTIVITIES			—				—
CASH FLOW FROM FINANCING ACTIVITIES
Net proceeds from Loans			75,770				—
Payments on Promissory Note due to related party			(15,000	)			—
			60,770				—
NET INCREASE IN CASH AND CASH EQUIVALENTS			18,005				(7,015	)
CASH AND CASH EQUIVALENTS
Beginning of period			75				7,523
End of period		$	18,080			$	508
Supplemental disclosures of cash flow information
Taxes paid		$	—			$	—
Interest paid		$	—			$	—
The accompanying notes are an integral part of these financial statements.

 

ALTAIR INTERNATIONAL CORP.

Notes to the Financial Statements

June 30, 2018

(Unaudited)

 

 

The results for the three months ended June 30, 2018 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10K for the year ended March 31, 2018, filed with the Securities and Exchange Commission.

 

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2018 and for the related periods presented have been made.

 

 

NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS

Organization and Description of Business

ALTAIR INTERNATIONAL CORP. (the “Company”) was incorporated under the laws of the State of Nevada on December 20, 2012. The Company’s physical address is 18934 N 92^nd Way, Scottsdale, AZ 85255. The Company is in the development stage as defined under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915-205 "Development-Stage Entities.”

 

On November 11, 2014, the Company entered into a strategic alliance with Cure Pharmaceutical Corporation (“CURE”), a California company engaged in the development of oral thin film (“OTF”) for the delivery of nutraceutical, over-the-counter and prescription products. This alliance was initially comprised of an Exclusive License and Distribution Agreement for CURE’s Sildenafil Products in defined territories, a joint venture agreement for the procurement of equipment specific for oral thin film products and further joint ventures and other business relationships for the purpose of completing the development and marketing of additional products. Altair advanced $560,000 to CURE in this regard.

 

In September, 2016, the Company and CURE agreed to terminate the Exclusive License and Distribution Agreement for CURE’s Sildenafil Products. In its place, the Company and CURE entered into an Exclusive License and Distribution Agreement for a family of sports related nutraceutical products. The Company has been unable to generate any sales of these products due to a lack of working capital and the human resources required to introduce the products to market, and accordingly wrote off its $560,000 investment in the agreement in the financial statements for the year ended March 31, 2017.

 

The Company is currently engaged in identifying and assessing new business opportunities.

 

The Company had previously planned to commence operations in the architectural field and to be responsible for the concept architectural vision of future private and public buildings as well as municipal organized public areas. This plan was abandoned in the 2015 fiscal year in favor of the business operations described above.

 

Since inception (December 20, 2012) through June 30, 2018, the Company has not generated any revenue and has accumulated losses of $850,130.

 

In management’s opinion all adjustments necessary for a fair statement of the results for the interim periods have been made, and that all adjustments have been made to maintain the books in accordance with GAAP. Furthermore, sufficient disclosures have been made in order to ensure that the interim financial statements will not be misleading.

 

NOTE 2 - GOING CONCERN

 

The financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has incurred losses since inception resulting in an accumulated deficit of $850,130 as of June 30, 2018 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock. 

 

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the three month periods ending June 30, 2018 and 2017 and year ending March 31, 2018.

 

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 June 30, 2018 the Company's bank deposits did not exceed the insured amounts.

 

Basic and Diluted Income (Loss) Per Share

The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

 

Income Taxes

The Company follows the liability method of accounting for income taxes.  Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences).  The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

Fair Value of Financial Instruments

FASB ASC 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

 

These tiers include:

 

Level 1: defined as observable inputs such as quoted prices in active markets;

 

Level 2:  defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

 

Level 3:  defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

 

The carrying amounts of financial assets and liabilities, such as cash and accrued liabilities approximate their fair values because of the short maturity of these instruments.

 

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

 

Reclassifications

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the three month period June 30, 2018.

 

NOTE 4 – LOANS PAYABLE

 

During the fiscal year ended March 31, 2016, the Company obtained a loan from a third party in the amount of $4,175. A further $9,990 was loaned to the Company in the six months ended September 30, 2016. This loan is non-interest bearing, is unsecured and has no fixed terms of repayment.

 

NOTE 5 – LOANS ADVANCES

 

On April 10, 2018, the Company entered into a non-binding Memorandum of Understanding with Dr. Judy Pham wherein Dr. Pham agreed to provide up to $100,000 in equity financing to assist with a corporate reorganization including bringing the Company current in its regulatory filings. On completion of the reorganization and the issuance of capital stock in consideration for the funds advanced, Dr. Pham will be the owner of 85% of the issued and outstanding common shares of the Company. As of August 16, 2018, Dr. Pham had advanced $75,770 to the Company.

 

NOTE 6 – COMMON STOCK

 

The Company has 75,000,000 common shares authorized with a par value of $0.001 per share.

 

The Company had 47,747,245 common shares issued and outstanding at March 31, 2018.

 

In addition, the Company had received share subscriptions and Promissory Note conversion notices for the issuance of an additional 26,762,638 common shares. These shares were issued to the subscribers on April 19, 2018. The Company had 74,509,883 issued and outstanding at June 30, 2018.

 

NOTE 7 – RELATED PARTY TRANSACTIONS

 

From inception through September 29, 2016, the Directors loaned the Company $84,374 net of repayments to pay for incorporation costs, general and administrative expenses and professional fees and the acquisition of sales and distribution licenses and advances to Cure Pharmaceutical.  On September 29, 2016, this amount was settled through the issuance of a convertible promissory note. On September 29, 2017, the Director converted $39,373 of principal and $5,062 accrued interest on the promissory note into 4,443,565 shares of common stock. A new non-convertible unsecured, 6% promissory note for the remaining principal balance of $45,000 was issued. The new note matures in eighteen months. On June 29, 2018, the Company made a partial repayment of $15,000 on this note.

 

On September 29, 2016, the Company entered into a consulting agreement with the Company’s sole officer and director for the provision of management and financial services. This agreement called for a one time payment of $10,000 on signing of the agreement, and payments of $5,000 per month for six months, terminating on March 30, 2017. In addition, an amount of $5,000 for services provided in September, 2016 was payable on either the termination of the contract or completion of a minimum $500,000 financing. As of June 30, 2018, all amounts due to the consultant including $2,500 in late payment fees pursuant to this contract ($47,500) had been paid.

 

On April 10, 2018, the Company agreed to pay the 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. $5,000 has been paid to June 30, 2018 pursuant to this agreement.

 

NOTE 8 – SUBSEQUENT EVENTS

 

In accordance with ASC 855-10, the Company has analyzed its operations from June 30, 2018 to August 17, 2018 and has determined that it has no material subsequent events to disclose in these financial statements.

 

END OF NOTES TO FINANCIAL STATEMENTS

 

 

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

 

 

FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

 

Our Business

 

Altair International Corp. (“Altair”) is a development stage company that was incorporated in Nevada on December 20, 2012.

On November 11, 2014, the Company entered into a strategic alliance with Cure Pharmaceutical Corporation (“CURE”), a California company engaged in the development of oral thin film (“OTF”) for the delivery of nutraceutical, over-the-counter and prescription products. This alliance was initially comprised of an Exclusive License and Distribution Agreement for CURE’s Sildenafil Products in defined territories, a joint venture agreement for the procurement of equipment specific for oral thin film products and further joint ventures and other business relationships for the purpose of completing the development and marketing of additional products. Altair advanced $560,000 to CURE in this regard.

 

In September, 2016, the Company and CURE agreed to terminate the Exclusive License and Distribution Agreement for CURE’s Sildenafil Products. In its place, the Company and CURE entered into an Exclusive License and Distribution Agreement for a family of sports related nutraceutical products. The Company has been unable to generate any sales of these products due to a lack of working capital and the human resources required to introduce the products to market, and accordingly wrote off its $560,000 investment in the agreement in the financial statements for the year ended March 31, 2017.

 

The Company is currently engaged in identifying and assessing new business opportunities.

The Company had previously planned to commence operations in the architectural field and to be responsible for the concept architectural vision of future private and public buildings as well as municipal organized public areas. This plan was abandoned in the 2015 fiscal year in favor of the business operations described above.

 

RESULTS OF OPERATIONS

 

We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

 

We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional funds through, among other things, the sale of equity or debt securities, although no assurance can be given that such funds will be available.

 

Working Capital

 

		As of June 30, 2018				As of March 31, 2018
Total Current Assets		$	28,080				75
Total Current Liabilities			130,784				78,467
Working Capital (Deficit)		$	(102,704	)			(78,392	)

 

Cash Flows

		Three Months Ended June 30, 2018				Three Months Ended June 30, 2017
Cash Flows from (used in) Operating Activities		$	(42,765	)			(7,015	)
Cash Flow from (used in) Investing Activities			—				—
Cash Flows from (used in) Financing Activities			60,770				—
Net Increase (decrease) in Cash during period		$	18,005				(7,015	)

 

Operating Revenues

 

During the three month period ending June 30, 2018, the Company did not record any revenues. During fiscal year ended March 31, 2017, the Company did not generate any revenue.

 

Operating Expenses and Net Loss

 

Operating expenses during the three month period ended June 30, 2018 were $23,639 consisting of travel and general and administrative expenses which includes corporate overhead and financial and contracted services, as compared to $315 for the three month period ended June 30, 2018.

 

Interest expense (recovery) for the three month period ended June 30, 2018 was $673 as compared to $68,473 for the three month period ended June 30, 2017. The fair value of derivative liabilities decreased by $Nil in the three month period ended June 30, 2018 as compared to $189,479 for the three month period ended June 30, 2017.

 

Net loss for the three month period ended June 30, 2018 was $24,312, in comparison to net earnings of $120,691 for the three months ended June 30, 2017.

 

Liquidity and Capital Resources

 

As at June 30, 2018, the Company’s current assets were $28,080 and at March 31, 2018 were $75. As at June 30, 2018, the Company had total liabilities of $130,784, consisting of $10,849 in accounts payable, $30,000 in Promissory Notes payable a related party, and $14,165 in loans payable and 75,770 in loan advances.  As at June 30, 2018, the Company had a working capital deficit of $102,704.

 

As at June 30, 2017, the Company’s current assets were $508 and at March 31, 2017 were $7,523. As at June 30, 2017, the Company had total liabilities of $521,057, consisting of $14,890 in accounts payable, $416,586 in Promissory Notes payable to third parties and a related party less debt discounts of $62,046, derivative liabilities of $118,656, $14,165 in loans payable, and $18,806 in interest payable.  As at June 30, 2017, the Company had a working capital deficit of $520,549.

 

Cash flow from/used in Operating Activities

 

We have not generated positive cash flows from operating activities. During the three month period ended June 30, 2018, the Company used $42,765 of cash for operating activities. For the three month period ended June 30, 2017 the Company used $7,015 of cash for operating activities.

 

Cash flow from Financing Activities

 

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. During the three month period ended June 30, 2018, the Company received $60,771 of cash net of loan repayments from financing activities. For the three month period ended June 30, 2017 the Company received $Nil of cash from financing activities.

 

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.

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 4.

Controls and Procedures

 

Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures, as required by Exchange Act Rule 13a-15. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of June 30, 2018 to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

 

Management’s Report on Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2018. Our management has concluded that, as of June 30, 2018, our internal control over financial reporting is effective.

 

Changes in Internal Control and Financial Reporting

 

There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of June 30, 2018, that occurred during our third fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  

 

This quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this quarterly report.

 

PART II—OTHER INFORMATION

 

ITEM 1.

LEGAL PROCEEDINGS

 

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

 

ITEM 1A.

RISK FACTORS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

Quarterly Issuances:

 

None

 

Subsequent Issuances:

 

None

 

ITEM 3.

Defaults Upon Senior Securities

 

None.

 

ITEM 4.

MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5.

OTHER INFORMATION

 

None.

 

ITEM 6.

EXHIBITS

 

	Exhibit Number		Description of Exhibit		Filing
	3.01		Articles of Incorporation		Filed with the SEC on July 29, 2013 as part of our Registration Statement on Form S-1.
	3.02		Bylaws		Filed with the SEC on July 29, 2013 as part of our Registration Statement on Form S-1.
	31.01		CEO and CFO Certification Pursuant to Rule 13a-14		Filed herewith.
	32.01		CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act		Filed herewith.
	101.INS*		XBRL Instance Document		Filed herewith.
	101.SCH*		XBRL Taxonomy Extension Schema Document		Filed herewith.
	101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document		Filed herewith.
	101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document		Filed herewith.
	101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document		Filed herewith.
	101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document		Filed herewith.

 

(i)

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	ALTAIR INTERNATIONAL CORP.
Dated: August 17, 2018	/s/ Alan M. Smith             By: Alan M. Smith Its: President, CEO, CFO, Secretary, Treasurer and Director

 

 

Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Company and in the capacities and on the dates indicated:

 

 

	ALTAIR INTERNATIONAL CORP.
Dated: August 17, 2018	/s/ Alan M. Smith             By: Alan M. Smith Its: President, CEO, CFO, Secretary, Treasurer and Director

 

 

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