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EX-32.2 - EXHIBIT 32.2 - ALTAIR INTERNATIONAL CORP.atao0522form10q2exh32_2.htm
EX-32.1 - EXHIBIT 32.1 - ALTAIR INTERNATIONAL CORP.atao0522form10q2exh32_1.htm
EX-31.2 - EXHIBIT 31.2 - ALTAIR INTERNATIONAL CORP.atao0522form10q2exh31_2.htm
EX-31.1 - EXHIBIT 31.1 - ALTAIR INTERNATIONAL CORP.atao0522form10q2exh31_1.htm

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 SEPTEMBER 30, 2019

 

  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 May 15, 2020, there were 496,732,553 shares of the registrant’s $0.001 par value common stock issued and outstanding.

 

   

 

ALTAIR INTERNATIONAL CORP.

QUARTERLY REPORT

PERIOD ENDED SEPTEMBER 30, 2019

 

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 11
       
Item 3.   Quantitative and Qualitative Disclosures About Market Risk 14
       
Item 4T.   Controls and Procedures 14
       
    PART II - OTHER INFORMATION  
       
Item 1.   Legal Proceedings 15
       
Item1A.   Risk Factors 15
       
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds 15
       
Item 3.   Defaults Upon Senior Securities 15
       
Item 4.   Mine Safety Disclosures 15
       
Item 5.   Other Information 15
       
Item 6.   Exhibits 15
       
    Signatures 16

 

 

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 September 30, 2019 (Unaudited) and March 31, 2019 (Audited)  F-2 
Statements of Operations for the Three and Six Months Ended September 30, 2019 and 2018 (Unaudited)  F-3 

Statements of Stockholders Deficit for the Six Months Ended September 30, 2019 and 2018 (Unaudited)

 F-4 
Statements of Cash Flows for the Six Months Ended September 30, 2019 and 2018 (Unaudited)  F-5 
Notes to the Financial Statements (Unaudited)  F-6 

 

 F-1 

 

 

ALTAIR INTERNATIONAL CORP.
BALANCE SHEETS
AS OF SEPTEMBER 30, 2019 AND MARCH 31, 2019
       
  

September 30,

2019

 

March 31,

2019

    (Unaudited)    (Audited) 
ASSETS          
Current Assets          
Cash  $46   $136 
Advances and deposits   2,145    2,145 
Total current assets   2,191    2,281 
           
Total assets  $2,191   $2,281 
           
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)          
Current Liabilities          
Accounts payable  $5,800   $5,200 
Loans payable   14,165    14,165 
Interest payable   2,274    1,372 
Promissory note due to related party   30,000    30,000 
Total current liabilities   52,239    50,737 
Total Liabilities   52,239    50,737 
           
Stockholders' Equity (Deficit)          
Common Stock, $0.001 par value, 2,000,000,000 shares authorized;  496,732,553 shares issued and outstanding at September 30, 2019 and at March 31, 2019   496,733    496,733 
Additional paid-in-capital   350,693    350,693 
Common Stock subscribed   —      —   
Accumulated deficit   (897,474)   (895,882)
Total stockholders' equity (deficit)   (50,048)   (48,456)
Total liabilities and stockholders's equity (deficit)  $2,191   $2,281 
           
           
The accompanying notes are an integral part of these financial statements

 

 

 F-2 

 

 

ALTAIR INTERNATIONAL CORP.
STATEMENTS OF OPERATIONS
             
    Three Month Period Ended September 30, 2019    Three Month Period Ended September 30, 2018    Six Month Period Ended September 30, 2019    Six Month Period Ended September 30, 2018 
         (Unaudited)         (Unaudited) 
Expenses                    
Total General and Administrative expenses  $345   $20,509   $690   $44,147 
Gain on conversion of debt   —      —      —      —   
Change in the fair value of derivative liabilities   —      —      —      —   
Interest expense   454    473    902    1,147 
                     
Loss (earnings) before income taxes   799    20,982    1,592    45,294 
Income taxes   —      —      —      —   
Net loss (earnings)  $799   $20,982   $1,592   $45,294 
                     
Loss (earnings) per share - Basic and diluted  $0.0000   $0.0002   $0.0000   $0.0013 
Weighted Average Shares - Basic and diluted   496,732,553    92,867,280    496,732,553    34,418,928 
                     
                     
The accompanying notes are an integral part of these financial statements.

 

 

 F-3 

 

 

ALTAIR INTERNATIONAL CORP.
STATEMENTS OF STOCKHOLDERS' DEFICIT
                   
                   
For the six month period ended September 30, 2019
(Unaudited)
                   
    Common Stock    Amount    Additional Paid-In-Capital    Capital Stock Subscribed    Accumulated Deficit    Total 
Balance at March 31, 2019   496,732,553   $496,733   $350,693   $—     $(895,882)  $(48,456)
                               
Net loss for the 3 months ended June 30, 2019                      $(793)  $(793)
                               
Balance at June 30, 2019   496,732,553   $496,733   $350,693   $—     $(896,675)  $(49,249)
                               
Net loss for the 3 months ended September 30, 2019                      $(799)  $(799)
                               
Balance at September 30, 2019   496,732,553   $496,733   $350,693        $(897,474)  $(50,048)
                               
                               
For the six month period ended September 30, 2018
(Unaudited)
                               
    Common Stock    Amount    Additional Paid-In-Capital    Capital Stock Subscribed    Accumulated Deficit    Total 
Balance at March 31, 2018   47,747,245   $47,747   $432,052   $267,627   $(825,818)  $(78,392)
                               
Shares issued on debt conversion   26,762,638   $26,763   $240,864   $(267,627)        —   
                               
Net loss for the 3 months ended June 30, 2018                      $(24,312)  $(24,312)
                               
Balance at June 30, 2018   74,509,883   $74,510   $672,916   $—     $(850,130)  $(102,704)
                               
Common shares issued for cash   422,222,670   $422,223   $(322,223)             100,000 
                               
Net loss for the 3 months ended September 30, 2018                      $(20,982)  $(20,982)
                               
Balance at September 30, 2018   496,732,553   $496,733   $350,693   $—     $(871,112)  $(23,686)
                               
                               
The accompanying notes are an integral part of these financial statements.

 

 

 F-4 

 

 

ALTAIR INTERNATIONAL CORP.
STATEMENTS OF CASH FLOWS
       
  

Six Month Period Ended

September 30, 2019

 

Six Month Period Ended

September 30, 2018

   (Unaudited)  (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES          
Net income (loss)  $(1,592)  $(45,294)
Adjustments to reconcile net loss to net cash used in operating activities          
Changes in:          
Advances and deposits   —      (3,067)
Accounts payable   600    (17,948)
Interest payable   902    (881)
    (90)   (67,190)
           
CASH FLOWS FROM INVESTING ACTIVITIES   —      —   
           
CASH FLOW FROM FINANCING ACTIVITIES          
Proceeds from common stock subscriptions   —      100,000 
Payments on Promissory Note due to related party   —      (15,000)
    —      85,000 
           
NET INCREASE IN CASH AND CASH EQUIVALENTS   (90)   17,810 
           
CASH AND CASH EQUIVALENTS          
Beginning of period   136    75 
End of period  $46   $17,885 
           
Supplemental disclosures of cash flow information          
Taxes paid  $—     $—   
Interest paid  $—     $—   
           
           
The accompanying notes are an integral part of these financial statements.

 

 

 F-5 

 

 

ALTAIR INTERNATIONAL CORP.

Notes to the Financial Statements

September 30, 2019

(Unaudited)

 

 

The results for the six months ended September 30, 2019 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, 2019, 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 September 30, 2019 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 92nd 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.”

 

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

 

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.

 

Since inception (December 20, 2012) through September 30, 2019, the Company has not generated any revenue and has accumulated losses of $897,474.

 

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 $897,474 as of September 30, 2019 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. 

 

 F-6 

 

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 six month periods ending September 30, 2019 and 2018 and year ending March 31, 2019.

 

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 September 30, 2019 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 six month period September 30, 2019.

 

 F-7 

 

NOTE 4 – LOAN 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 September 26, 2018 Dr. Phan completed her commitment to advance the Company $100,000. On September 27, 2018, the Company entered into a Securities Purchase Agreement with Dr. Judy Pham whereby she acquired 422,222,670 common shares of the Company for the $100,000 in loan advances.

 

 

NOTE 5 – COMMON STOCK

 

The Company has 2,000,000,000 common shares authorized with a par value of $0.001 per share.

 

The Company had 496,732,553 common shares issued and outstanding at March 31 and September 30, 2019.

 

 

NOTE 6 – RELATED PARTY TRANSACTIONS

 

On September 29, 2017, a Promissory Note (the “Note”) in the principal amount of $45,000 was issued to the Company’s sole officer and director for loans made to the Company in prior periods. The Note was unsecured, with 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. At September 30, 2019 the Note’s principal balance was $30,000 with interest of $2,274 accrued. The Note has subsequently 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. 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, 2018 when the agreement was terminated. The payable has been subsequently repaid. See Subsequent Events note 8.

 

 

NOTE 7 – SUBSEQUENT EVENTS

 

Subsequent to September 30, 2019 the Company entered into the following material transactions:

 

1)The Company issued three 8% Convertible Promissory Notes as follows:

 

Date Holder Amount
     
5/11/2020 Williams Ten LLC $ 15,000
5/13/2020 EROP Capital LLC $ 20,000
5/18/2020 Thirty 05 LLC $ 15,000

 

The Notes bear interest at the rate of 8% per annum and have terms of one year. The Notes have conversion rights allowing for the conversion of amounts due at $0.25 per share or 80% of the lowest closing bid price of the Company’s common stock in the 15 days prior to conversion.

 

2)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 will remain in full force and effect until December 31, 2020.
   
  Under the terms of the Agreement, Alan Smith will receive 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 $0.001 per share.

 

In accordance with ASC 855-10, the Company has analyzed its operations from October 1, 2019 to May 20, 2020 and has determined that it has no other material subsequent events to disclose in these financial statements.

 

END OF NOTES TO FINANCIAL STATEMENTS

 

 F-8 

 

 

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.

 

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. 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

September 30, 2019

 

As of

March 31, 2019

Total Current Assets  $2,191    2,281 
Total Current Liabilities   52,239    50,737 
Working Capital (Deficit)  $(50,048)   (48,456)

 

Cash Flows

 

   Six Months Ended September 30, 2019  Six Months Ended
September 30, 2018
Cash Flows from (used in) Operating Activities  $(90)   (67,190)
Cash Flow from (used in) Investing Activities   —      —   
Cash Flows from (used in) Financing Activities   —      85,000 
Net Increase (decrease) in Cash during period  $(90)   (17,810)

 

 11 

 

Operating Revenues

 

During the six month period ending September 30, 2019, the Company did not record any revenue. During fiscal year ended March 31, 2019, the Company did not generate any revenue.

 

Operating Expenses and Net Loss

 

Operating expenses during the three month period ended September 30, 2019 were $345 consisting of general and administrative expenses which includes corporate overhead and financial and contracted services, as compared to $20,509 for the three month period ended September 30, 2018.

 

Interest expense for the three month period ended September 30, 2019 was $454 as compared to $473for the three month period ended September 30, 2018.

 

Net loss for the three month period ended September 30, 2019 was $799, in comparison to a net loss of $20,982 for the three months ended September 30, 2018.

 

Liquidity and Capital Resources

 

At September 30, 2019, the Company’s current assets were $2,191 and at March 31, 2019 were $2,281. At September 30, 2019, the Company had total liabilities of $52,239, consisting of $5,800 in accounts payable, interest payable of $2,274, a $30,000 Promissory Note payable to a related party and $14,165 in loans payable to a third party.  At September 30, 2019, the Company had a working capital deficit of $50,048.

 

At September 30, 2018, the Company’s current assets were $20,952 and at March 31, 2018 were $75. At September 30, 2018, the Company had total liabilities of $44,638, consisting of a $30,000 Promissory Note payable to a related party, $14,165 in loans payable to a third party and $473 in interest payable.  At September 30, 2018, the Company had a working capital deficit of $23,686.

 

Cash flow from/used in Operating Activities

 

We have not generated positive cash flows from operating activities. During the six month period ended September 30, 2019, the Company used $90 of cash for operating activities. For the six month period ended September 30, 2018 the Company used $67,180 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. For the six month period ended September 30, 2019 the Company received $Nil of cash from financing activities. During the six month period ended September 30, 2018, the Company received $85,000 of cash net of loan repayments 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.

 

 12 

 

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 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 September 30, 2019 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 September 30, 2019. Our management has concluded that, as of September 30, 2019, 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 September 30, 2019, that occurred during our second 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.

 

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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.

 

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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: May 22, 2020

/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:

 

 

Dated: May 22, 2020

/s/ Alan M. Smith

By: Alan M. Smith

Its: President, CEO, CFO, Secretary, Treasurer and Director

 

 

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