ITEM 1. FINANCIAL STATEMENTS
ALTAIR INTERNATIONAL CORP.
INDEX TO FINANCIAL STATEMENTS
| Consolidated
Balance Sheets as of September 30, 2022 (unaudited) and March 31, 2022 |
4 |
| Consolidated Statements
of Operations for the Three and Six Months ended September 30, 2022 and 2021 (unaudited) |
5 |
| Consolidated Statement
of Stockholders’ Equity (Deficit) for the Three and Six Months ended September 30, 2022 and 2021 (unaudited) |
6 |
| Consolidated Statements
of Cash Flows for the Six Months ended September 30, 2022 and 2021 (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
September 30, 2022
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.
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.
The lithium extraction technology remains under development
by SX and SXM.
EVLS
In August of 2021, the Company filed a patent application
with the USPTO for its carbon nanotube/graphene based battery technology, which was comprised of 20 claims. In late November of 2021,
we received a non-final rejection notice from the USPTO, citing a number of issues with the claims that would require amendment and/or
modification. As we wish to submit a patent application with new ‘artwork,’ or technical drawings, we have decided to file
a new patent application when feasible, as per USPTO policy an applicant cannot submit new artwork with an amended application. The technology
remains viable, under further development, and, in our view, holds great potential to have a disruptive impact in the battery space.
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 six month period ending September 30, 2022, and not necessarily
indicative of the results to be expected for the full year ending March 31, 2023. 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, 2022.
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 as of September 30, 2022
and March 31, 2022.
Principles of Consolidation
The accompanying consolidated financial statements
for the six months ended September 30, 2022, 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:
September 30, 2022
| |
Description | |
Level 1 | |
Level 2 | |
Level 3 |
| | Derivative | | |
$ | — | | |
$ | — | | |
$ | 66,157 | |
| | Total | | |
$ | — | | |
$ | — | | |
$ | 66,157 | |
March 31, 2022
| |
Description | |
Level 1 | |
Level 2 | |
Level 3 |
| | Derivative | | |
$ | — | | |
$ | — | | |
$ | 157,507 | |
| | Total | | |
$ | — | | |
$ | — | | |
$ | 157,507 | |
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 unaudited financial statements
have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities
in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated
deficit of $15,885,089 as of September 30, 2022. 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 – ASSET PURCHASE
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. On August 23, 2021, the Company
issued another 400,000
shares of common stock per the terms of the agreement. The shares issued were valued at $0.08
per share, the closing
stock price on the date of grant, for total non-cash expense of $32,000. 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
as of the year ended March
31, 2021 and the $32,000
as of the year ended March 31, 2022.
NOTE 5 – CONVERTIBLE NOTES PAYABLE
A summary of the Company’s convertible notes
as of September 30, 2022, is presented below:
| Note
Holder | |
Date | |
Maturity
Date | |
Interest | |
Balance
March 31, 2022 | |
Additions | |
Conversions | |
Balance
September 30, 2022 |
| EROP
Enterprises (1) | |
| 9/9/2021 | | |
9/9/2022 | |
| 8 | % | |
$ | 25,000 | | |
$ | — | | |
$ | (25,000 | ) | |
$ | — | |
| EROP
Enterprises (1) | |
| 11/12/2021 | | |
11/12/2022 | |
| 8 | % | |
$ | 30,000 | | |
$ | — | | |
$ | (30,000 | ) | |
$ | — | |
| EROP
Enterprises (2) |
|
|
1/12/2022 |
|
|
1/12/2023 |
|
|
8 |
% |
|
$ |
77,783 |
|
|
$ |
— |
|
|
$ |
(77,783 |
) |
|
$ |
— |
|
| EROP
Enterprises (2) |
|
|
1/13/2022 |
|
|
1/13/2023 |
|
|
8 |
% |
|
$ |
25,000 |
|
|
$ |
— |
|
|
$ |
(25,000 |
) |
|
$ |
— |
|
| Thirty
05, LLC (2) |
|
|
1/25/2022 |
|
|
1/25/2023 |
|
|
8 |
% |
|
$ |
5,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
5,000 |
|
| EROP
Enterprises (3) |
|
|
3/4/2022 |
|
|
3/4/2023 |
|
|
8 |
% |
|
$ |
20,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
20,000 |
|
| Thirty
05, LLC (3) |
|
|
3/7/2022 |
|
|
3/7/2023 |
|
|
8 |
% |
|
$ |
2,500 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,500 |
|
| Thirty
05, LLC (3) |
|
|
5/19/2022 |
|
|
5/19/2023 |
|
|
8 |
% |
|
$ |
— |
|
|
$ |
15,000 |
|
|
$ |
— |
|
|
$ |
15,000 |
|
| EROP
Enterprises (3) |
|
|
5/24/2022 |
|
|
5/24/2023 |
|
|
8 |
% |
|
|
— |
|
|
|
20,000 |
|
|
|
— |
|
|
|
20,000 |
|
| | |
| | | |
Total | | |
$ | 185,283 | | |
$ | 35,000 | | |
$ | (157,783 | ) | |
$ | 62,500 | |
| | |
| | | |
Less
Discount | | |
$ | (129,180 | ) | |
| | | |
| | | |
$ | (30,051 | ) |
| | |
| | | |
Total | | |
$ | 56,103 | | |
| | | |
| | | |
$ | 32,449 | |
Total accrued interest on the above Notes as of September
30, 2022 and March 31, 2022, is $2,905 and $4,780, respectively.
| |
(1) |
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)$0.10 or 70% of the lowest closing bid price of the common stock in the 5 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)$0.04 or 70% of the lowest closing bid price of the common stock in the 5 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)$0.02 or 70% 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, 2021 | |
$ | 142,642 | |
| Increase to derivative due to new issuances | |
| 809,212 | |
| Decrease to derivative due to conversion/repayments | |
| (339,324 | ) |
| Derivative gain due to mark to market adjustment | |
| (455,023 | ) |
| Balance at March 31, 2022 | |
| 157,507 | |
| Increase to derivative due to new issuances | |
| 36,647 | |
| Decrease to derivative due to conversion/repayments | |
| (227,041 | ) |
| Derivative loss due to mark to market
adjustment | |
| 99,044 | |
| Balance at September 30, 2022 | |
$ | 66,157 | |
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 September 30, 2022 and March 31, 2022, is as follows:
| Inputs | |
September 30, 2022 | |
March 31, 2022 |
| Stock price | |
$ | 0.019 | | |
$ | 0.0255 | |
| Conversion price | |
$ | 0.0114 | | |
$ | 0.0172 | |
| Volatility (annual) | |
| 220.21% - 164.70 | % | |
| 122.88% - 146.18 | % |
| Risk-free rate | |
| 3.33 - 3.92 | | |
| .44 - 1.63 | |
| Dividend rate | |
| — | | |
| — | |
| Years to maturity | |
| .32 - .65 | | |
| .44 - .93 | |
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 at the time of conversion is as follows:
| Inputs | |
September 30, 2022 |
|
March 31, 2022 |
| Stock price | |
$ | 0.019 – 0.034 | |
|
$ | 0.4112 - 0.43 | |
| Conversion price | |
$ | 0.0106 – 0.0139 | |
|
$ | 0.145 - 0.147 | |
| Volatility (annual) | |
| 140.81 – 171.1 | % |
|
| 183.27% – 470.97 | % |
| Risk-free rate | |
| 1.15 – 2.62 | % |
|
| .05 | % |
| Dividend rate | |
| — | |
|
| — | |
| Years to maturity | |
| .25 – .45 | |
|
| .27 – .89 | |
The development and determination of the unobservable
inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management.
NOTE 6 – LOANS PAYABLE
A summary of the Company’s loans payable as
of September 30, 2022 is presented below:
| Note Holder | |
Date | |
Maturity Date | |
Interest | |
Balance
March 31, 2022 | |
Additions | |
Repayments | |
Balance
September 30, 2022 |
| 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 | |
| 8/11/2022 | | |
8/11/2023 | |
| 8 | % | |
| — | | |
| 50,000 | | |
| — | | |
| 50,000 | |
| | |
| | | |
| |
| Total | | |
$ | 49,155 | | |
$ | 50,000 | | |
$ | (34,990 | ) | |
$ | 64,165 | |
On July 19, 2022, the Company and Byron Hampton entered
into an agreement to convert the three outstanding notes due to Mr. Hampton for a total of $39,684, into a single convertible note. The
Company issued Mr. Hampton a convertible promissory note for $39,684 on July 19, 2022. The note accrues interest at 8% and matures in
one year. On July 22, 2022, Mr. Hampton, converted the note payable of $39,684 into 1,984,211 shares of common stock.
On August 11, 2022, the Company issued a Non-Convertible
Promissory Note for $50,000 to EROP Enterprises, LLC, The Note bears interest at 8% per annum, of which six months is guaranteed, and
matures in one year.
Total accrued interest on the above notes payable
as of September 30, 2022 and March 31, 2022 was $567 and $3,991, respectively.
NOTE 7 – COMMON STOCK
During the six months ended September 30, 2022, EROP
Enterprises LLC, converted $157,783 and $7,777 of principal and interest, respectively, into 12,843,296 shares of common stock.
On July 22, 2022, Mr. Hampton, converted the note
payable of $39,684 into 1,984,211 shares of common stock.
Refer to Note 9 for shares issued to related parties.
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 warrant vest on April 15, 2021. The warrants have an exercise price of $0.25
and expire in three years. The
aggregate fair value of the warrants totaled $180,000
based on the Black Scholes Merton pricing model using the following estimates: stock
price of $0.18, exercise price of $0.25, 1.57%
risk free rate, 735.46% volatility
and expected life of the warrants of 3
years.
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, 2022 | | |
| 1,000,000 | | |
$ | 0.25 | | |
$ | 0.18 | | |
$ | — | |
| | Issued | | |
| — | | |
$ | — | | |
$ | — | | |
| — | |
| | Exercised | | |
| — | | |
$ | — | | |
$ | — | | |
| — | |
| | Expired | | |
| — | | |
$ | — | | |
$ | — | | |
| — | |
| | Outstanding,
March 31, 2022 | | |
| 1,000,000 | | |
$ | 0.25 | | |
$ | 0.18 | | |
$ | — | |
| | Issued | | |
| — | | |
$ | — | | |
$ | — | | |
| — | |
| | Exercised | | |
| — | | |
$ | — | | |
$ | — | | |
| — | |
| | Expired | | |
| — | | |
$ | — | | |
$ | — | | |
| — | |
| | Exercisable,
September 30, 2022 | | |
| 1,000,00 | | |
$ | 0.25 | | |
$ | 0.18 | | |
$ | — | |
| Range of Exercise Prices | |
Number Outstanding 9/30/2022 | |
Weighted Average Remaining Contractual Life | |
Weighted Average Exercise Price |
| $0.25 | | |
| 1,000,000 | | |
| 1.04 years | | |
| $0.25 | |
| | | | |
| | | |
| | | |
| | |
The aggregate intrinsic value represents the total
pretax intrinsic value, based on warrants with an exercise price less than the Company’s stock price as of September 30, 2022, 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 six months ended September 30, 2022 and
2021, the Company paid Mr. Leonard Lovallo $24,000 and $24,000 for his role as Chief Executive Office and President of the Company.
On January 8, 2022, the Company renewed and extended
its contract with its CEO for a term of one year. As a signing bonus, Mr. Lovallo was granted 10,000,000
shares of the Company’s
common stock. The shares were valued at $0.036, for total expense of $360,000, which is being amortized over the one-year term.
As of September 30, 2022, the Company has accrued
$12,500 of compensation expense due to Ramzi Khoury for Director fees.
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 issued and has determined that it
does not have any material subsequent events to disclose in these financial statements other than the following.
On October 6, 2022, EROP Enterprises LLC, converted
$20,000 and $944 of principal and interest, respectively, into 1,994,497 shares of common stock.
| 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 in very preliminary discussions
with a number of acquisition targets, each of which we believe would deliver significant value to our shareholders.
The Company is currently engaged
in identifying and assessing new business opportunities.
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. In July 2021, the Company undertook a sampling
and testing program on the Stonewall lithium project, which returned results showing anomalous lithium content. During 2022, Altair satisfied
payment of the claim fees due to the Unites States Bureau of Land Management, and in August of 2022, Altair and AMLM entered into a 2nd
Amendment to the original Earn-In Agreement, which, among other things, detailed that that parties agreed that the 2021 Calendar Year
work commitment had been satisfied, and made certain changes to the required Annual Work Commitments required to be satisfied by Altair
for the ’22, ’23, and ’24 calendar years. Further sampling and testing will be required to advance the Stonewall project.
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/graphene battery technology from Cryptosolar Ltd., a Company domiciled
in the United Kingdom. We 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. On July 21, 2021,
the Company engaged Mr. Matthew Kiang to assist in our efforts to commercialize our battery technology, and on August 6, 2021, the Company
filed its first patent application for this technology, which referenced 20 claims. In December 2021, we received a non-final rejection
of the claims on various grounds and we have since determined that the most prudent course of action will be to file a new patent application
rather than amend the existing application. We do not currently have an established timeline for our filing of a new patent application.
We have eliminated the use of lithium in our battery platform, resulting in a technology which does not rely on any electrochemical reactions.
This development results in an energy supply with a cost that will not be affected by the fluctuations in global lithium prices, and carries
no risk of fire as lithium batteries do. We are currently and actively exploring options for commercialization of this technology, which
we have named our Energy Storage Unit, or ESU.
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 September 30, 2022 compared to the three months ended September 30, 2021.
Revenues
The Company has not recognized any revenue to date.
Operating Expenses
Mining and exploration expense for the three months
ended September 30, 2022 was $0 compared to $165,513 for the three months ended September 30, 2021. The Company’s mining and exploration
expense has decreased to $0 in the current period as the Company looks for new opportunities.
Consulting expense for the three months ended September
30, 2022 was $0 compared to $595,093 for the three months ended September 30, 2021. In the prior period we granted 7,250,000 shares of
common stock for total non-cash consulting expense of $572,000. In addition to the stock compensation, we incurred additional expense
in the prior period for consultants who are not currently doing any work for the Company.
Compensation expense – related party, for the
three months ended September 30, 2022 was $102,000 compared to $12,000 for the three months ended September 30, 2021. The Company incurs
compensation expense for its CEO. In the current period we recognized $90,000 of stock compensation expense from shares issued in the
prior period for which their value is being amortized over the term of the CEO’s employment agreement.
Director fees for the three months ended September
30, 2022, was $7,500 compared to $7,500 for the three months ended September 30, 2021.
General and administrative expense for the three months
ended September 30, 2022, was $56,132 compared to $58,483 for the three months ended September 30, 2021. In the current period are larger
expenses were for professional fees of $14,500, and other outside services of $16,000. In the prior period professional fees were $30,637,
and our expenses for OTC fees and the transfer agent were higher than in the current period.
Other Expense
Total other expense for the three months ended September
30, 2022, was $155,984, consisting of $72,448 of interest expense, which includes $69,626 of debt discount amortization and a loss on
the change in the fair value of derivative of $113,359 and a gain on conversion of debt of $29,823. Total other income for the three months
ended September 30, 2021, was $19,180, consisting of $136,392 of interest expense, which includes $123,290 of debt discount amortization,
a gain on the change in the fair value of derivative of $190,761, a loss on the issuance of convertible debt of $2,372, and a loss on
the settlement of debt of $817.
Net Loss
Net loss for the three months ended September 30,
2022, was $321,616 in comparison to a net loss of $819,409 for the three months ended September 30, 2021. The large decrease to our net
loss is largely attributed to our non-cash stock-based compensation expense we incurred in the prior period.
Results of operations for the six months
ended September 30, 2022 compared to the six months ended September 30, 2021.
Revenues
The Company has not recognized any revenue to date.
Operating Expenses
Mining and exploration expense for the six months
ended September 30, 2022 was $0 compared to $331,530 for the six months ended September 30, 2021. The Company’s mining and exploration
expense has decreased to $0 in the current period as the Company looks for new opportunities.
Consulting expense for the six months ended September
30, 2022 was $0 compared to $1,292,862 for the six months ended September 30, 2021. In the prior period we granted 13,250,000 shares of
common stock for total non-cash consulting expense of $1,240,000. In addition to the stock compensation, we incurred additional expense
in the prior period for consultants who are not currently doing any work for the Company.
Compensation expense – related party, for the
six months ended September 30, 2022 was $204,000 compared to $24,000 for the six months ended September 30, 2021. The Company incurs compensation
expense for its CEO. In the current period we recognized $180,000 of stock compensation expense from shares issued in the prior period
for which their value is being amortized over the term of the CEO’s employment agreement.
Director fees for the six months ended September 30,
2022, was $15,000 compared to $15,000 for the six months ended September 30, 2021.
General and administrative expense for the six months
ended September 30, 2022, was $88,240 compared to $124,912 for the six months ended September 30, 2021. In the current period are larger
expenses were for professional fees of $27,000 and other outside services of $28,000. In the prior period professional fees were $48,000,
and our expenses for OTC fees and the transfer agent were higher than in the current period.
Other Expense
Total other expense for the six months ended September
30, 2022, was $211,673, consisting of $136,303 of interest expense, which includes $129,627 of debt discount amortization, a loss on the
change in the fair value of derivative of $99,044, a loss on the issuance of convertible debt of $6,149 and a gain on conversion of debt
of $29,823. Total other expense for the six months ended September 30, 2021, was $25,157, consisting of $230,662 of interest expense,
which includes $210,952 of debt discount amortization, a gain on the change in the fair value of derivative of $450,166, a loss on the
issuance of convertible debt of $210,283, and a loss on the settlement of debt of $5,647.
Net Loss
Net loss for the six months ended September 30, 2022
was $518,913, in comparison to a net loss of $1,813,461 for the six months ended September 30, 2021. The large decrease to our net loss
is largely attributed to our non-cash stock-based compensation expense we incurred in the prior period.
Liquidity and Capital Resources
Cash flow used in Operating Activities.
We have not generated positive cash flows from operating
activities. During the six months ended September 30, 2022, the Company used $89,976 of cash for operating activities compared to $298,819
of cash for operating activities in the prior period.
Cash flow from Financing Activities
We have financed our operations primarily from either
advancements or the issuance of equity and debt instruments. During the six months ended September 30, 2022, the Company received $35,000
of cash from the issuance of new convertible notes and $50,000 from the issuance of a non-convertible note. In the prior period we received
$430,000 of cash from the issuance of convertible notes, $75,000 from the issuance of a non-convertible notes, which was offset by payments
of $300,000 to repay related party debt.
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.
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 4. |
Controls and Procedures |
Management’s Report Disclosure Controls and
Procedures
During the quarter ended September
30, 2022, 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 September 30, 2022.
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. |
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.