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Table of Contents

 

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 MARCH 31, 2025

 

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

 

For the transition period from __________ to __________

 

ALTAIR INTERNATIONAL CORP.

(Exact name of registrant as specified in its charter)

 

Nevada 000-56312 99-0385465
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation)   Identification Number)
     
2006 Palomar Airport Road, Suite 210, Carlsbad, CA 92011
(Address of principal executive offices) (Zip Code)

 

  (858) 239-0788  
(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 every Interactive Data File required to be submitted 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 such filings). Yes ☒ No ☐

 

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

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer 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

 

At May 6, 2025, there were 279,848,293 shares of the registrant’s $0.001 par value common stock issued and outstanding.

 

 

 

   

 

 

TABLE OF CONTENTS

 

    Page No.
     
  PART I - FINANCIAL INFORMATION  
     
Item 1. Unaudited Financial Statements 4
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 20
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 24
     
Item 4. Controls and Procedures 24
     
  PART II - OTHER INFORMATION  
     
Item 1. Legal Proceedings 25
     
Item1A. Risk Factors 25
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 25
     
Item 3. Defaults Upon Senior Securities 25
     
Item 4. Mine Safety Disclosures 25
     
Item 5. Other Information 25
     
Item 6. Exhibits 26
     
  Signatures 27

 

 

 

 

 

 2 

 

 

Forward-Looking Statements

 

This Quarterly Report on Form 10-Q contains “forward-looking statements.” When contained in this Report, the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside our management’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. These forward-looking statements are based on information available as of the date and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

 

Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors discussed from time to time in this Report, including the risks described under Item 2 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Report and in other documents which we file with the Securities and Exchange Commission (“SEC”). In addition, such statements could be affected by risks and uncertainties related to:

 

  · the ability to implement business plans, forecasts, and other expectations and identify and realize additional opportunities;
  · our results of operations and financial condition;
  · costs related to being a public company;
  · limited liquidity and trading of our securities;
  · that the price of our securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industry in which we operate, variations in operating performance across competitors, changes in laws and regulations affecting our business and any changes in our capital structure;
  · the risk of downturns in the aviation industry, including due to increases in fuel costs in light of the war in Ukraine, the Israel and Hamas conflict in Gaza and other global political and economic issues;
  · a changing regulatory landscape in the highly competitive aviation industry;
  · risks associated with the overall economy, including recent and expected future increases in interest rates and the potential for recession; and
  · other risks and uncertainties set forth in our filings entitled “Risk Factors” including in our Annual Report on Form 10-K.

 

Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward- looking

 

 

 

 3 

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

ALTAIR INTERNATIONAL CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

           
   March 31,   December 31, 
   2025   2024 
Assets          
Cash  $146,590   $225,228 
Accounts receivable, net allowance of $72,405 and $72,405, respectively   170,175    121,833 
Other receivables   448,196    461,933 
Due from related parties, current portion   70,790    179,098 
Prepaid expenses and other current assets   9,025    9,025 
Total current assets   844,776    997,117 
Property and equipment, net   7,033,148    6,444,402 
Right of use assets - operating   5,218,154    5,426,543 
Right of use assets - financing   11,841,490    12,003,034 
Investment - related party   19,617    85,474 
Maintenance reserves   3,076,040    2,795,488 
Total assets  $28,033,225   $27,752,058 
           
Liabilities and Stockholder’s Deficit          
Accounts payable and accrued expenses  $2,781,331   $2,261,700 
Long-term debt, current portion   214,927    166,410 
Deferred revenue   374,808    192,820 
Due to related parties   1,130,867    31,144 
Right of use liabilities - operating   1,373,440    1,287,785 
Right of use liabilities - financing   1,091,886    1,091,916 
Long-term debt, related parties, current portion   540,632    326,844 
Total current liabilities   7,507,891    5,358,619 
Right of use liabilities - operating, net of current portion   3,844,714    4,138,758 
Right of use liabilities - financing, net of current portion   9,062,760    9,164,630 
Long-term debt, net of current portion   3,670,589    3,669,352 
Long-term debt, related parties, net of current portion   6,730,906    6,980,729 
Total liabilities   30,816,860    29,312,088 
           
Commitments and contingencies (Note 7)         
           
Stockholders’ Deficit          
Preferred stock: par value $0.001; 10,000 shares authorized; no shares issued and outstanding        
Common stock: par value $0.001; 5,000,000,000 shares authorized; 279,848,293 and 237,871,049 issued and outstanding, respectively   279,848    237,871 
Additional paid-in capital   40,000    40,000 
Accumulated deficit   (3,103,483)   (1,837,901)
Stockholders’ deficit   (2,783,635)   (1,560,030)
Total liabilities and total stockholders’ deficit  $28,033,225   $27,752,058 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 4 

 

 

ALTAIR INTERNATIONAL CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

           
   Three Months Ended March 31, 
   2025   2024 
Revenue  $5,875,523   $5,887,540 
Cost of sales   5,728,935    5,016,634 
Gross profit   146,588    870,906 
Operating expenses          
Payroll and related expenses   368,745    308,249 
Selling, general and administrative   633,521    433,062 
Total operating expenses   1,002,266    741,311 
Income (loss) from operations   (855,678)   129,595 
Other (income) expense, net          
Interest expense   306,521    19,671 
Other   61,406    57,002 
Other expense (income), net   367,927    76,673 
Net income (loss)  $(1,223,605)  $52,922 
           
Net loss per basic and diluted  $(0.00)  $0.00 
Weighted average number of common shares outstanding, basic and diluted   247,199,325    237,871,049 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 5 

 

 

ALTAIR INTERNATIONAL CORP.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

 

                          
   Common Stock  

Additional

Paid-in

   Retained   Total Stockholder's Equity 
   Shares   Amount   Capital   Earnings   (Deficit) 
Balance, December 31, 2023   237,871,049   $237,871   $   $1,246,731   $1,484,602 
Net income               52,922    52,922 
Balance, March 31, 2024   237,871,049   $237,871   $   $1,299,653   $1,537,524 

 

 

 

   Common Stock  

Additional

Paid-in

   Retained   Total Stockholder's Equity 
   Shares   Amount   Capital   Earnings   (Deficit) 
Balance, December 31, 2024   237,871,049   $237,871   $40,000   $(1,837,901)  $(1,560,030)
Acquisition of Premier Air Charter Inc.   41,977,244    41,977        (41,977)    
Net loss               (1,223,605)   (1,223,605)
Balance, March 31, 2025   279,848,293   $279,848   $40,000   $(3,103,483)  $(2,783,635)

 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

 

 6 

 

 

ALTAIR INTERNATIONAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

           
   Three Months Ended March 31, 
   2025   2024 
Cash flows from operating activities          
Net income (loss)  $(1,223,605)  $52,922 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:          
Depreciation   263,853    3,694 
Impairment on investment in related party   65,857    72,163 
Changes in operating assets and liabilities:          
Accounts receivable   (48,342)   222,846 
Other receivables   13,737    (138,143)
Due from/to related parties   1,221,750    359,071 
Prepaid expenses and other current assets       (82,109)
Accounts payable and accrued expenses   519,631    181,925 
Deferred revenue   181,988    (313,931)
Net cash provided by operating activities   994,869    358,438 
Cash flows from investing activities          
Acquisition of property and equipment   (691,055)    
Purchase of engine reserves   (280,552)    
Net cash used in investing activities   (971,607)    
Cash flows from financing activities          
Payments on financing lease obligations   (101,900)    
Repayments of long-term debt       (16,902)
Repayments of long-term debt, related parties       (145,691)
Net cash used in financing activities   (101,900)   (162,593)
Net change in cash   (78,638)   195,845 
Cash at beginning of period   225,228    129,871 
Cash at end of the period  $146,590   $325,716 
           
Supplemental disclosure of cash flow information          
Cash paid during the year for:          
Interest  $306,521   $19,671 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 7 

 

 

ALTAIR INTERNATIONAL CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

1.          Organization and Business

 

Formation and Business of the Company

 

Altair International Corp., formerly Premier Air Charter, LLC, (“Premier”) was acquired by Tipp Aviation, LLC (“Tipp Aviation” or “Tipp”) on July 1, 2019 (acquisition date). Premier was a 100% owned subsidiary of Tipp Aviation. Tipp Aviation is a subsidiary of Tipp Investments, LLC.

 

Premier is a San Diego-based jet charter company that provides private charter flights, aircraft management services, and aircraft maintenance. The Premier has its registered office address at 2006 Palomar Airport Road, Suite 210, Carlsbad, CA 92011, which is also the principal place of business.

 

On February 16, 2024, Premier converted to a C-Corporation whereby the 300,000 membership units outstanding at Premier Air Charter, LLC were exchanged for 10,000 shares of the Company’s no par value common stock.

 

Altair Merger Agreement

 

On February 16, 2024, Altair International Corp. (“Altair”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) among Premier Air Charter, Inc. (“Premier”), Premier Air Charter Merger Sub, Inc. (“Merger Sub”) and TIPP Aviation, LLC, the sole shareholder of Premier (“TIPP”). Under the terms of the Merger Agreement, Altair will exchange 85% of its shares of common stock for all issued and outstanding shares of Premier common stock and Merger Sub will be merged into Premier (the “Merger”). The officers and directors of Premier are now the officers and directors of Altair following the Merger. On March 5, 2025, the Altair, Premier, Merger Sub and TIPP entered into an Amended Merger Agreement amending various procedural items of the Merger Agreement (the “Amended Merger Agreement”). On March 11, 2025, the Merger closed whereby Merger Sub merged with and into Premier with Merger Sub ceasing to exist, Premier becoming a wholly owned subsidiary of Altair and Altair issuing TIPP 237,871,049 shares of common stock. The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368 of the Internal Revenue Code of 1986, as amended.

 

Following the Closing, Premier was deemed the accounting predecessor of the Merger and will be the successor registrant for SEC purposes, meaning that Premier’s financial statements for previous periods, include the financial statements included herein, will be disclosed in this and future periodic reports filed with the SEC.

 

The Merger was accounted for as a reverse recapitalization. Under this method of accounting, Altair is treated as the acquired company for financial statement reporting purposes. These financial statements reflect the operations of Premier for all periods presented and the operations of Altair from the March 11, 2025 to March 31, 2025. In addition, these financial statements capture the capital structure of Altair and reflect only the 237,871,049 common shares issued to the former Premier shareholder as being outstanding from the inception of Premier. The 41,977,244 common shares retained by the historical Altair shareholders have been reflected as being issued on March 11, 2025, the closing date of the acquisition. As of the date of this filing, there are 279,848,293 shares of Altair common stock issued and outstanding.

 

 

 

 8 

 

 

ALTAIR INTERNATIONAL CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

Unaudited proforma financial statements of Altair and Premier had the acquisition taken place on January 1, 2024 are as follows:

        
Three months ended March 31,:  2025   2024 
   (unaudited)   (unaudited) 
Revenues  $5,875,523   $5,887,540 
Net (loss) gain  $(1,242,697)  $(221,085)
Loss per share -basic and diluted  $(0.00)  $(0.00)

 

At December 31, 2024, there were no significant assets or liabilities of Altair, accordingly, a proforma balance sheet is not presented.

 

Going Concern and Liquidity

 

The Company’s financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, the realization of assets, and liquidation of liabilities in the normal course of business. During the most recent calendar year and for the three months ended March 31, 2025, the Company has incurred a net loss.

 

There can be no assurance that the Company will be successful in obtaining additional funding, or that the Company’s projections of its future working capital needs will prove accurate, or that any additional funding will be sufficient to continue operations in future years. In addition, support of the Company’s operations is dependent on receiving support from related parties which primarily consists of financial support for revenue and operating expenses. As of March 31, 2025, the Company owes $7.5 million to related parties. Also, even though the Company secured additional financing on favorable terms in the form of a line of credit from a related party in August 2024, if the Company is not able to secure adequate additional funding, the Company may be forced to make reductions in spending, extend payment terms with supplies, liquidate assets where possible, and/or suspend or curtail planned programs. Any of these actions could materially harm the Company’s business, results of operations, and prospects. The Company’s ability to raise additional capital may be adversely impacted by potential worsening global economic conditions and disruptions to, and volatility in, financial markets in the United States and worldwide resulting from ongoing global issues. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.

 

2.          Summary of Significant Accounting Policies

 

Basis of Presentation

 

The Company’s unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the three months ended March 31, 2025, and not necessarily indicative of the results to be expected for the full year ending December 31, 2025. 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-KT for the year ended December 31, 2024.

 

 

 

 9 

 

 

ALTAIR INTERNATIONAL CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

Use of Estimates

 

The preparation of the Company’s financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue, and expenses and the disclosure in the Company’s financial statements and accompanying notes. The Company based its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from management’s estimates.

 

Assets and liabilities that are subject to judgment and use of estimates include the determination of an allowance for doubtful accounts, deferred revenue, and estimates used in the Company’s going concern analysis.

 

Concentration of Credit Risk

 

Accounts receivable are spread over many customers. Credit quality is monitored on an ongoing basis, and reserves for estimated credit losses are recorded as needed. There was one customer that accounted for 9% and 7% of revenue for the three months ended March 31, 2025 and 2024, respectively. There were two customers that accounted for 16% and 89% of accounts receivable as of March 31, 2025 and December 31, 2024, respectively.

 

Fair Value of Financial Instruments

 

ASC Topic 820, Fair Value Measurement, establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing an asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances.

 

ASC 820 identifies fair value as the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following:

 

Level 1:  Observable inputs such as quoted prices in active markets for identical assets or liabilities.

Level 2:  Inputs, other than quoted prices in active markets, that are observable for the asset or liability, either directly or indirectly.

Level 3:  Unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions.

 

Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The Company’s financial assets are subject to fair value measurements on a recurring basis. As of March 31, 2025 and December 31, 2024, The Company’s investment – related party is considered a level 2 item as the fair market value is based upon the common stock of Dalrada Financial Corporation.

 

 

 

 10 

 

 

ALTAIR INTERNATIONAL CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

Revenues

 

The Company’s disaggregated revenues comprised of the following for the three months ended March 31,:

          
   March 31,   March 31, 
   2025   2024 
         
Charter sales  $5,801,367   $5,175,371 
Management fees   12,750    52,000 
Maintenance revenues   59,552    650,086 
Other revenues   1,854    10,083 
Total:  $5,875,523   $5,887,540 

 

Net Income Per Share

 

Net income per share is computed by dividing net income by the weighted average shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share”. Basic earnings per share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares outstanding during the year. Diluted earnings per share calculations are determined by dividing net income by the weighted average number of shares and dilutive share equivalents outstanding. The Company does not have any dilutive securities outstanding for the periods presented within these financial statements.

 

Recent Accounting Pronouncements

 

The FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs issued to date, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact on our financial statements.

 

Accounting Standard Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). In December 2023, the FASB issued ASU 2023-09, which requires more detailed income tax disclosures. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption of ASU 2023-09 on January 1, 2025, did not have a significant impact on the Company operations.

 

 

 

 11 

 

 

ALTAIR INTERNATIONAL CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

3.          Financial Statement Elements

 

Property and Equipment

 

Property and equipment, net, as of March 31, 2025 and December 31, 2024 consists of the following:

          
   March 31,   December 31, 
   2025   2024 
         
Aircraft and improvements  $7,239,410   $6,548,355 
Equipment   121,437    121,437 
Building Signage   12,885    12,885 
Vehicles   3,000    3,000 
Furniture   11,239    11,239 
Total:   7,387,971    6,696,916 
Less accumulated depreciation   (354,823)   (252,514)
Total property and equipment  $7,033,148   $6,444,402 

 

Maintenance Reserves

 

The Company is a party to long term service contracts to perform engine replacement and major maintenance. These contracts extend the useful life of an engine by providing major maintenance and/or replacement engines to mitigate risk of lost charter revenue due to aircraft downtime. These contracts require the Company to pay in advance, prior to services being performed or replacement parts being provided. Payments made for such contracts for aircraft operated under operating leases are expensed as incurred. Payments made for the long-term service contracts for aircraft owned or financed are capitalized as incurred on the balance sheet and not depreciated. When the engine reserve company replaces or performs major maintenance, the cost of that event is then capitalized and depreciated over the useful life of the replacement part/service life of the major maintenance/replacement.

 

4.          Right of Use Assets and Liabilities

 

Right of Use - Operating

 

The Company has a month-to-month lease for its office, ramp and hanger space in Carlsbad, California. The Company entered into a lease amendment on February 14, 2023, increasing the monthly rent to $7,108. The Company entered into another lease amendment on February 1, 2024 which increased the monthly rent to $9,438. Effective September 1, 2024, the Company entered into a revised lease agreement for a period of 60 months expiring on August 31, 2029. Under the terms of the agreement, the Company’s initial monthly payment is $28,371 increasing by a minimum of 3% per annum each subsequent year. On September 1, 2024, the Company recorded a right of use asset and liability – operating of $1,317,020. The Company used an imputed interest rate of 12.9%.

 

 

 

 12 

 

 

ALTAIR INTERNATIONAL CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

As discussed in Note 6, in May 2024, the Company and Demeter signed an Aircraft Asset Rights Transfer Agreement which included leases on four aircraft. At the time of assignment, the Company recorded right of use assets and liabilities – operating of $4,558,913 and $4,558,193, and right of use assets and liabilities – financing of $12,433,818 and $10,520,064, respectively. The Company accounted for the assets and liabilities assumed at their carrying value due to both entities being under common control. The operating leases are payable in monthly payments ranging from $25,000 to approximately $32,000 through December 2029 and contained an initial imputed interest rates ranging from 7.75% and are secured by the equipment being leased.

 

For the three months ended March 31, 2025 and 2024, the Company recorded total operating lease expense of approximately $111,000 and $33,000, respectively. As of March 31, 2025, the weighted average remaining lease term and the weighted average discount rate for the operating leases was 4.7 years and 9.04%, respectively.

 

Right of Use - Financing

 

The financing leases are payable in monthly payments ranging from $14,698 to $53,077 through dates ranging from July 2024 to October 2028, contain original imputed interest rates ranging from 3.85% to 7.75%, and are secured by the equipment being leased. Additionally, the leases have balloon payments due at the end of the leases totaling $8,894,298.

 

For the three months ended March 31, 2025, amortization expense of right of use assets – financing was approximately $162,000. For the three months ended March 31, 2025, interest expense associated with the right of use liabilities – financing was approximately $71,000. As of March 31, 2025, the weighted average remaining lease term and the weighted average discount rate for the financing leases was 3.00 years and 6.5%, respectively.

 

5.          Long-Term Debt

On July 25, 2020, the Company received a loan in the amount of $92,300 from the U.S. Small Business Administration, authorized under Section 7(b) of the Small Business Act (SBA). Installment payments, including principal and interest of $451, are due monthly beginning twelve months from the loan effective date, with an interest rate of 3.75% per annum. The outstanding loan balance at March 31, 2025 and December 31, 2024 was $0, and $2,813 respectively.

 

In June 2024, the Company received a loan of $120,000 from a third party to be used in operations. The monthly loan payments of $11,349 commence on July 25, 2024 and continue until June 25, 2025. The loan incurs interest at a rate of 24.00% per annum. The outstanding loan balance at March 31, 2025 and December 31, 2024 was $32,682 and $63,546, respectively.

 

As part of the transfer from Demeter as noted in Note 6, the Company assumed a loan with a third party of $1,050,259. The loan incurs interest at 12.0% per annum and requires monthly payments of $20,154 and a balloon payment of $1,040,169 in July 2024. The loan is secured by the aircraft. In July 2024, the aircraft securing the loan was sold and a portion of the proceeds were used to satisfy the loan.

 

In September 2024, in connection with the purchase of an aircraft, the Company entered into a loan with a third party for $3.8 million. The loan incurs interest at 12.9% per annum and requires 24 monthly payments of $48,377 and a balloon payment of $3,595,153 on September 2, 2026. The loan is secured by the aircraft and guaranteed by the Company’s shareholder. The outstanding loan balance at March 31, 2025 and December 31, 2024 was $3,745,833 and $3,769,402, respectively.

 

 

 

 13 

 

 

ALTAIR INTERNATIONAL CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

6.          Related Party Transactions

 

The tables below summarize the Company’s transactions and balances with its related parties as of March 31, 2025 and for the three months ended March 31, 2025 and 2024:

 

For the Three Months Ended March 31, 2025

                
Entity Name  Nature of Transactions  Transaction
Amount, Net During the Quarter ended March 31, 2025
   Outstanding
Balance as of March 31, 2025
   Affiliation, Terms and Conditions
Due from Related Parties                
Demeter Harvest  Charter Sales  $   $5,144   Refer to (d)
Demeter N207JB  Charter Sales       4,125   Refer to (d)
Demeter N614AF  Charter Sales       39,067   Refer to (d)
Demeter N265AV  Charter Sales       20,750   Refer to (d)
Demeter N555DH  Charter Sales       3,493   Refer to (d)
Demeter N713FL  Charter Sales       2,000   Refer to (d)
Dalrada Energy Services  Charter Sales       (3,789)  Refer to (d)
           $70,790    
Due to Related Parties                
Afinida - Note  Promissory note payable  $   $485,720   Refer to (e)
Prime Capital Inc - Note  Promissory note payable       366,549   Refer to (e)
Innoworks - Note  Promissory note payable       6,419,269   Refer to (e)
Innoworks - Advances  Accounts payable - Payroll   1,115,942    1,115,942   Refer to (i)
Afinida - Marketing  Marketing   50,834    5,877   Refer to (g)
CSL Staffing  Staffing services   9,048    9,048   Refer to (g)
Tipp Investments  Marketing   20,000       Refer to (g)
           $8,402,405    
Others                
Dalrada Financial Corp.  Investment  $(65,857)  $19,617    

 

 

 

 14 

 

 

ALTAIR INTERNATIONAL CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

For the Three Months Ended March 31, 2024

Entity Name  Nature of Transactions  Transaction
Amount, Net During the Quarter ended March 31, 2024
   Outstanding
Balance as of March 31, 2024
   Affiliation, Terms and Conditions
Due from Related Parties                
Demeter  Pass-through costs  $547,440   $859,656   Refer to (a), (l)
   Maintenance revenue   603,424    372,731   Refer to (a), (b), (l)
   Management fees   52,000    8,500   Refer to (a), (c), (l)
Demeter Harvest  Charter Sales   300    2,100   Refer to (d)
Demeter N236CA  Charter Sales   33,464    33,464   Refer to (d)
Demeter N713FL  Charter Sales   40,200    40,200   Refer to (d)
Tipp Investments  Charter Sales       53,280   Refer to (d)
Trucept  Charter Sales       18,533   Refer to (d)
Dalrada Health  Charter Sales       92,498   Refer to (d)
Dalrada Energy Services  Charter Sales   8,158    (3,790)  Refer to (d)
Demeter Receivable  Promissory Note Receivable       2,067,867   Refer to (j), (m)
Demeter Receivable Note 2  Promissory Note Receivable       2,590,931   Refer to (j), (m)
           $6,135,970    
Due to Related Parties                
Afinida - Note  Promissory note payable  $(131,801)  $791,353   Refer to (e)
Demeter N207JB  Owners Lease Payments   213,120    45,956   Refer to (e)
Demeter N265AV  Owners Lease Payments   523,920    15,594   Refer to (e)
Demeter N555DH  Owners Lease Payments   37,817    23,177   Refer to (e)
Demeter N713FL  Owners Lease Payments   183,120    36,695   Refer to (e)
Prime Capital Inc - Note  Promissory note payable   (53,274)   533,575   Refer to (e)
Innoworks - Advances  Accounts payable - Payroll   440,858       Refer to (e)
Innoworks - Note - February 2024  Promissory note payable   (23,410)   2,732,917   Refer to (e)
Afinida - Marketing  Marketing   500    500   Refer to (g)
Tipp Investments  Marketing   60,000       Refer to (g)
           $4,179,767    
Others                
Dalrada Financial Corp.  Investment  $(72,163)  $208,782    

 

 

 

 15 

 

 

ALTAIR INTERNATIONAL CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

(a)Pass-through costs

 

Per the terms of management agreements between the Company and aircraft owners, certain aircraft expenses are the responsibility of the owners. However, the Company will pay for these costs on behalf of the owners and then invoice for the recovery of these amounts, which the Company refers to as “pass-through” costs. The Company has an aircraft management agreement for aircraft usage from Demeter Harvest Corp. (“Demeter”), an affiliated company owned by Sandra DiCicco, the majority owner of Tipp. As of March 31, 2025, the Company had pass-through amounts invoiced totaling $0 due from Demeter. As of December 31, 2022, the Company had a verbal agreement for repayment with Demeter. In October 2023, the Company entered into a note receivable arrangement with Demeter, see (j) and (m) below.

 

(b)Maintenance revenue

 

The Company began performing in-house maintenance on aircrafts in 2022. In prior years, aircrafts were sent to third party mechanics for service.

 

(c)Management fees

 

Per the terms of the management agreements between the Company and aircraft owners, a management fee is invoiced to owners on a monthly basis for the management of the aircraft, which primarily consists of handling administrative tasks in order to manage the rental of the planes. As of March 31, 2025, the Company doesn’t have an active management agreement with a related party.

 

(d)Charter sales

 

For the three months ended March 31, 2025 and 2024, the Company had charter sales transactions with affiliates totaling $0 and $82,121, respectively, and had outstanding receivable balances totaling $70,790 as of March 31, 2025. These entities are either 100% or majority owned by Sandra DiCicco or controlled by a direct family member of Sandra DiCicco. The Company does not have stated payment terms as it applies to related party sales.

 

(e)Debt

 

Afinida Inc. (“Afinida”) is a payroll processing company that is a subsidiary of Trucept, Inc.; Sandra DiCicco’s family member is the Chairman of the Board at Trucept, Inc. From the period July 1, 2019 through January 30, 2022, Afinida paid certain payroll costs (salaries and wages) for the Company. It was verbally agreed that the Company would pay Afinida for these amounts in the future, but formal terms were not documented until June 2022, when a formal Promissory Note was put in place. The Promissory Note converted outstanding payroll services invoices due to Afinida as of December 31, 2021 in the amount of $1,674,032 into a note, payable over 36 months with a simple interest of 5%, and with the first payment due on July 1, 2022. On March 19, 2025, the Company entered into an amended and restated note with Afinida for $501,483 which represented the amounts due to Afinida at December 31, 2023. Under the terms of the amended note, monthly principal and interest payments of $15,715 will commence on October 1, 2025 for period of 36 months. The amended note incurs an annual interest rate of 8%.

 

 

 

 16 

 

 

ALTAIR INTERNATIONAL CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

Innoworks Employment Services (“Innoworks”) is a professional employer organization (“PEO”) in which a family member of Sandra DiCicco exercises significant influence over the operations. From the period February 1, 2022 through December 31, 2023, Innoworks paid certain payroll costs (salaries and wages) for the Company. It was verbally agreed that the Company would pay Innoworks for these amounts in the future. As of December 31, 2023, no written agreement existed. However, in February 2024, a formal Promissory Note was put in place. The Promissory Note converted all outstanding payroll services invoice due to Innoworks as of December 31, 2023 in the amount of $2,756,327 into a note, payable over 96 months, with a simple interest of 5%, and with the first payment due on March 1, 2024.

 

The Company entered into a note payable with Innoworks for $1,629,954 on August 1, 2024 for unpaid accounts from January 1, 2024 to June 30, 2024. The note is payable in monthly installments of $23,042 over a period of eight years and incurs interest at 8% per annum. First payment was to be made on December 1, 2024.

 

On March 19, 2025, the Company entered into an amended and rested note with Innoworks for $6,419,269 which represented the amounts due to Innoworks at December 31, 2023. Under the terms of the amended note, monthly principal and interest payments of $55,680 will commence on October 1, 2025 for period of 120 months. The amended note incurs an annual interest rate of 8%.

 

Prime Capital HR (“Prime”), which has a family member of the Company employed at Prime, has an agreement with Tipp to collect funds for and disperse such funds on behalf of Tipp; as such, it is a related party. From the period January 1, 2021 through December 31, 2021, Prime provided $153,514 to Premier to help finance operations. As of December 31, 2021, Prime had advanced a total of $817,209 to Premier. It was verbally agreed that the Company would pay Prime for these amounts in the future, but formal terms were not documented until July 2022, when a formal Promissory Note was put in place. The Promissory Note in the amount of $817,209 represents the amount due to Prime as of December 31, 2021, payable over 42 months, with a simple interest of 5%, and with the first payment due on August 1, 2022. On March 19, 2025, the Company entered into an amended and rested note with Prime for $386,821 which represented the amounts due to Prime at December 31, 2023. Under the terms of the amended note, monthly principal and interest payments of $17,495 will commence on October 1, 2025 for period of 24 months. The amended note incurs an annual interest rate of 8%.

 

The Company acquired a $3,000,000 line of credit with Tipp Investments, LLC on August 1, 2024, with annual interest of 12% and a maturity date of December 31, 2025. As of March 31, 2025, there have been no draws on the line of credit.

 

(f)Leases

 

The Company leased aircraft owned by Demeter on an hourly basis; per the terms of the management agreement, the Company pays the aircraft owner a rate per hour that the plane is used in charter sales. See (m) below for exchange with Demeter.

 

(g)Marketing and other

 

The Company paid Trucept, Inc. to perform marketing research, launch social media campaigns and improve website performance. Sandra DiCicco’s family member is the Chairman of the Board at Trucept, Inc.

 

From time to time the Company utilizes related entities to provide catering, repair work and placement agent services.

 

 

 

 17 

 

 

ALTAIR INTERNATIONAL CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

 

(h) Not used

 

(i)Advances from related party

 

During the three months ended March 31, 2025 and 2024, additional advances from Innoworks for payroll related items were $1,115,942 and $440,858, which $1,115,942 in advances is outstanding as of March 31, 2025. See (e) above for 2024 amounts converted into a promissory note.

 

(j)Note from receivable from related party

 

On January 9, 2023, the Company signed a Promissory Note agreement with Demeter. The Promissory Note converted outstanding net amounts due from Demeter as of December 31, 2021 in the amount of $2,164,913 into a note receivable, payable over 46 months, with a simple interest of 5%, and with the first payment of $49,417 to be received on February 1, 2023. As of December 31, 2023, the remaining balance of the note receivable is $2,027,453. See (m) below for exchange of this note receivable for aircraft and right-of-use assets and lease liabilities during the year ended December 31, 2024.

 

On October 23, 2023, the Company signed a Promissory Note agreement with Demeter. The Promissory Note converted outstanding net amounts due from Demeter as of December 31, 2022 in the amount of $2,724,415 into a note receivable, payable over 72 months, with a simple interest of 5%, and with the first payment to be received on October 31, 2024. As of December 31, 2023, the remaining balance of the note receivable is $2,590,932. See (l) below for exchange of this note receivable for aircraft and right-of-use assets and lease liabilities during the year ended December 31, 2024. See (l) below for exchange with Demeter.

 

(k)Prepaid expenses - Demeter

 

On December 31, 2023, the Company paid for AvMax lease payments on behalf of Demeter totaling $108,628. This was recorded as a prepaid asset for the Company to offset future payments due to Demeter which was done as party of the Demeter exchange. See (m) below for exchange with Demeter.

 

(l)Revenue from related parties

 

For the three months ended March 31, 2025 and 2024, the Company recorded revenue from related parties totaling $0 and $737,545, which consists of $0 and $82,121 for charter sales, $0 and $52,000 for management fee income, and $0 and $603,424 for maintenance revenue, respectively.

 

(m)Exchange of Note Receivable for Demeter Assets

 

In May 2024, Demeter signed an Aircraft Asset Rights Transfer Agreement to include Right of Usage of aircraft tail numbers: N614AF, N207JB, N236CA, and N555DH. This agreement transferred the Right to Use (includes all Demeter revenue share) and the Net Book Value of the assets and liabilities to the Company. The net assets include various right-of-use assets and lease liabilities, improvements made to the right-of-use assets, deposits on engine reserves, and other deposits. The Company received assets totaling $21,639,368, assumed liabilities of $16,129,236 and relieved $6,403,529 in amounts due from Demeter resulting in a difference of $893,397 which was recorded as a reduction of capital. On the date of transfer, the Company recorded assets consisting of $2,320,690 in property and equipment, $2,325,946 in maintenance reserves, $16,992,731 in right of use assets and total liabilities of $16,129,236 related to right of use liabilities and assumed notes payable, The Company accounted for the assets and liabilities assumed at their carrying value due to both entities being under common control.

 

 

 

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ALTAIR INTERNATIONAL CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

7.          Commitments and Contingencies

 

Indemnification

 

Under the Company’s amended and restated Certificate of Incorporation and amended and restated bylaws, the Company has indemnification obligations to its officers and directors for certain events or occurrences, subject to certain limits, while they are serving at the Company’s request in such capacity. There have been no claims to date, and the Company has a director and officer insurance policy that may enable it to recover a portion of any amounts paid for future claims.

 

Legal Proceedings

 

The Company is currently not a party to any legal proceedings, nor is the Company aware of any threatened or pending litigations. However, from time to time in the future, the Company could be involved in disputes, including litigation, relating to claims arising out of operations in the normal course of business, which may have a material adverse effect on the Company’s results of operations or financial position.

8.          Subsequent Events

 

The Company has evaluated events subsequent to March 31, 2025 to assess the need for potential recognition or disclosure. Such events were evaluated through May 15, 2025, the date the financial statements were available to be issued.

 

 

 

 

 

 

 

 

 

 

 

 

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Altair Organization

 

Altair International Corp. (“Altair” or together with its subsidiaries, the “Company”), a Nevada corporation was incorporated in Nevada on December 12, 2012. The Company primarily operates through its wholly owned subsidiary, Premier Air Charter, Inc., a California corporation (“Premier”). Altair together with its subsidiary, is referred to in this Form 10-Q report (“Form 10-Q”) as the Company. The terms “we”, “us” and “our” are also used in the Form 10-Q to refer to the Company.

 

On March 11, 2025, Altair acquired Premier. As a result of this acquisition, Altair’s business is comprised solely of the business of Premier. This Merger was accounted for as a reverse recapitalization. Under this method of accounting, Altair is treated as the acquired company for financial statement reporting purposes. These financial statements reflect the financial statements of Premier as of December 31, 2024 and 2023 and for each of the years then ended.

 

In addition, these financial statements capture the capital structure of Altair and reflect only the 237,871,049 common shares issued to the former Premier shareholder as being outstanding from the inception of Premier. The 41,977,244 common shares retained by the historical Altair shareholders will be reflected as being issued on March 5, 2025, the closing date of the acquisition. As of the date of this filing, there are 279,848,293 shares of Altair common stock issued and outstanding. Any reference to the “Company” within these financial statements is a reference to Premier.

 

Unaudited proforma financial statements of Altair and Premier had the acquisition taken place on January 1, 2024 are as follows:

         
Three months ended March 31,:  2025   2024 
   (unaudited)   (unaudited) 
Revenues  $5,875,523   $5,887,540 
Net (loss) gain  $(1,242,697)  $(221,085)
Loss per share -basic and diluted  $(0.00)  $(0.00)

 

At December 31, 2024, there were no significant assets or liabilities of Altair, accordingly, a proforma balance sheet is not presented.

 

Revenues

 

Revenues for the three months ended March 31, 2025 as compared to March 31, 2024 totaled $5,875,523 and $5,877,540, respectively. Although there was a minor change in overall revenue, the Company realized approximately $1,049,751 in Charter Revenue from aircraft added to the fleet. This gain was offset by the following:

 

·a ($590,534) reduction in Maintenance Revenue realized from aircraft management contracts that have been converted to aircraft leases where the Company now has full right of aircraft use;
·a $345,927 improvement in legacy aircraft Charter Revenue that was offset by ($680,603) in lost Charter Revenue due aircraft grounded for major maintenance; and
·a ($112,525) reduction in Aircraft Management & Other Revenue

 

 

 

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Cost of Sales

 

Cost of Sales for the three months ended March 31, 2025 as compared to March 31, 2024 totaled $5,728,935 and $5,016,634, respectively, and increase of $712,301. The increase in cost of revenues was primarily the result of approximately $460,000 in pre-charter revenue operating costs of acquired aircraft, and $280,000 in the cost of grounded aircraft while undergoing major maintenance.

 

Operating Expenses

 

Operating Expenses for the three months ended March 31, 2025 as compared to March 31, 2024 totaled $1,002,266 and $741,311, respectively, and increase of $260,955. This increase is primarily due to an $83,091increase in consulting fees incurred to support the Premier Air Charter merger, a $63,233 increase in salaries to support operations.

 

Loss from Operations

 

Loss from Operations for the three months ended March 31, 2025 was ($855,678) compared to income of $129,595 for the three months ended March 31, 2024. The loss from operations for the first three months ending March 31, 2025 is primarily due to the following:

 

·Approximately $460,000 in pre-charter revenue operating costs of acquired aircraft, and $280,000 in the cost of grounded aircraft while undergoing major maintenance;
·Aircraft maintenance costs of approximately $250,000 that are no longer passed on to customers through aircraft management contracts; 
·Increase salaries and wages of $63,233 to support aircraft operations;
·Increased consulting fee of $83,091 to support the Premier Air Charter merger.

 

Other Income (Expense)

 

Other Income (Expense) for the three months ended March 31, 2025 as compared to March 31, 2024 totaled ($367,927) and ($76,673), respectively, and increase of $291,254. This Other Expense increase is primarily attributable interest expense related to aircraft leases and additional debt.

 

Net Income (Loss)

 

Net Income (Loss) for the three months ended March 31, 2025 was ($1,223,605) compared to income of $52,922 for the three months ended March 31, 2024. The Net Loss for the first three months ending March 31, 2025 is primarily due to the following:

 

·Approximately $460,000 in pre-charter revenue operating costs of acquired aircraft, and $280,000 in the cost of grounded aircraft while undergoing major maintenance;
·Aircraft maintenance costs of approximately $250,000 that are no longer passed on to customers through aircraft management contracts;
·Increase salaries and wages of $63,233 to support aircraft operations;
·Increased consulting fee of $83,091 to support the Premier Air Charter merger;
·

Increased interest expense of $286,850 incurred in financing aircraft.

 

 

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Cash Flows

 

   Three Months Ended 
   March 31, 
   2025   2024 
Net cash provided by operating activities  $994,869   $358,438 
Net cash used in investing activities   (971,607)    
Net cash used financing activities   (101,900)   (162,593)
Net change in cash during the period, before effects of foreign currency  $(78,638)  $195,845 

 

Cash flow from Operating Activities

 

During the three months ended March 31, 2025, the Company incurred a Net Loss of ($1,223,605) compared to Net Income of $52,922 for the three months ended March 31, 2024. This negative impact to cash was primarily offset by an increase of $1,221,750 in amounts due to related parties.

 

Cash flow from Investing Activities

 

During the three months ended March 31, 2025, the Company used $971,607 of cash investing in aircraft and supporting engine maintenance contracts.

 

Cash flow

 

During the three months ended March 31, 2025, the Company used $101,900 in cash to pay down aircraft financing lease obligations.

 

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.

 

Liquidity and Capital Resources

 

At March 31, 2025, the Company had current assets of $844,776 and current liabilities of $7,507,891 compared with current assets of $997,117 and current liabilities of $5,358,619 at December 31, 2024. The continuation of the Company as a going concern is dependent upon generating additional charter revenue growth by improving current aircraft fleet charter operations, and obtaining cost effective financing to invest in additional charter aircraft.

 

Future Financings

 

We will continue to rely on related parties, equity sales of our common shares or debt financing arrangements in order to continue to fund our business operations. Issuance 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.

 

 

 

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Going Concern and Liquidity

 

The Company’s financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, the realization of assets, and liquidation of liabilities in the normal course of business.

 

Premier Air Charter, Inc., incurred a net loss of $1,223,605 during the three months ended March 31, 2025, and a net loss of $2,191,235 during the twelve months ended December 31, 2024. Although these losses were primarily the result of investments in aircraft and supporting operational infrastructure, these losses and limited working capital raise substantial doubt about our ability to continue as a going concern.

 

There can be no assurance that the Company will be successful in obtaining additional funding, or that the Company’s projections of its future working capital needs will prove accurate, or that any additional funding will be sufficient to continue operations in future years. In addition, support of the Company’s operations is dependent on receiving support from related parties which primarily consists of financial support for revenue and operating expenses.

 

We will be required to raise substantial capital to fund our capital expenditures, working capital, and other cash requirements. We will continue to rely on related parties and seek other financing to complete our business plans. The successful outcome of future financing activities cannot be determined at this time and there are no assurances that, if achieved, we will have sufficient funds to execute our intended business plan or generate positive operational results.

 

In addition to our current deficit, we may incur additional losses during the foreseeable future, until we are able to successfully execute our business plan. There is no assurance that we will be able to obtain additional financing through private placements and/or public offerings necessary to support our working capital requirements. To the extent that funds generated from any private placements and/or public offerings are insufficient, we will have to raise additional working capital through other sources, such as bank loans and/or financings. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms.

 

We are also incurring increased costs as a publicly traded company. As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the Securities and Exchange Commission, have required changes in corporate governance practices of public companies. These new rules and regulations have increased our legal and financial compliance costs and have made some activities more time-consuming and costly. We cannot predict or estimate the amount of additional costs we may incur as a result of being a public company or the timing of such costs.

 

Critical Accounting Policies

 

Refer to our Altair International Corp. unaudited financial statements for the quarter ended March 31, 2025 years for a discussion of critical accounting policies. 

 

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 and\or private placements of common stock. No assurance can be given that such funds will be available.

 

 

 

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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

 

Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this Quarterly Report, our Chief Executive Officer and Principal Financial Officer performed an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on the evaluation, the Chief Executive Officer and Principal Financial Officer concluded that, as of March 31, 2025, the Company’s disclosure controls and procedures are not effective to ensure that the information required to be disclosed by the Company in the report that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the nine months ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

 

 

 

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PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

From time to time, we may be involved in legal proceedings arising in the ordinary course of our business. Except as set forth below, we are not currently a party, and our property is not subject to, any other material pending legal proceedings, other than ordinary routine litigation incidental to the business.

 

On May 31, 2024, Demeter Harvest Corp. (“Demeter”) and Premier filed a Petition and Demand against Empyreal Jet, Inc. in the district court located in Harris County, Texas (Cause No. 2024-34231/Court: 281 claiming Breach of Contract, Promissory Estoppel, seeking damages of over $200,000 but no more than $1,000,000.

 

On March 11, 2025, a former employee filed a General Civil Complaint for Damages against Premier and Innoworks Employment Services, Inc.  in the Superior Court of the State of California for the County of San Diego, Central Division claiming retaliation and wrongful employment termination seeking general and special damages each in the amount of $35,000 as well as punitive and exemplary damages, reasonable attorney fees, interest and such other relief.

 

On December 17, 2024, the Company received a notice of investigation from the Federal Aviation Administration’s San Diego Flight Standards Office (“FSDO”). The investigation was the result of a safety complaint from a former employee. The investigation was a series of inquiries related to compliance with regulations related to corrective maintenance actions, to which the Company has responded to all requests. Premier has since implemented new policies and procedures to ensure such errors do not happen again. These new policies and procedures were provided to the FDSO in January 2025. The Company has been working with the FSDO and is still awaiting the results of the investigation, which may include penalties against the Company. At the time of this filing, such amounts, if any, are not estimable.

 

 

ITEM 1A. RISK FACTORS

 

Risk factors describing the major risks to our business can be found under Item 1A, “Risk Factors”, in our Annual Report on Form 10-K for the year ended December 31, 2024. There has been no material change in our risk factors from those previously discussed in the Annual Report on Form 10-K.

 

 

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

On February 16, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) among Premier, Premier Air Charter Merger Sub, Inc. (“Merger Sub”) and TIPP Aviation, LLC, the sole shareholder of Premier (“TIPP”). Under the terms of the Merger Agreement, Altair exchanged 85% of its shares of common stock for all issued and outstanding shares of Premier common stock and Merger Sub was merged into Premier (the “Merger”). On March 5, 2025, the Company, Premier, Merger Sub and TIPP entered into an Amended Merger Agreement amending various procedural items of the Merger Agreement (the “Amended Merger Agreement”). On March 11, 2025, the Merger closed whereby Merger Sub merged with and into Premier with Merger Sub ceasing to exist, Premier becoming a wholly owned subsidiary of the Company and the Company issuing TIPP 237,871,049 shares of common stock.

 
The issuance of the above securities is exempt from the registration requirements under Rule 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 as promulgated under Regulation D.

 

ITEM 3. Defaults Upon Senior Securities

 

None.

 

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

 

ITEM 5. OTHER INFORMATION

 

During the quarter ended March 31, 2025, no director or officer of the Company adopted or terminated, modified a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

 

 

 

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ITEM 6. EXHIBITS

 

Exhibit No.   Description   Incorporation by Reference
2.1   Agreement and Plan of Merger among Altair International Corp., Premier Air Charter, Inc., Premier Air Charter Merger Sub, Inc. and TIPP Aviation, LLC dated February 16, 2024   Incorporated by reference to Exhibit 10.1 filed on Form 8-K with the Securities and Exchange Commission on February 21, 2024
2.2   Agreement and Plan of Merger among Altair International Corp., Premier Air Charter, Inc., Premier Air Charter Merger Sub, Inc. and TIPP Aviation, LLC dated March 5, 2025   Incorporated by reference to Exhibit 2.2 filed on Form 8-K with the Securities and Exchange Commission on March 11, 2025
3.1   Articles of Incorporation dated December 20, 2012   Incorporated by reference to Exhibit 3.1 filed on Form S-1 with the Securities and Exchange Commission on July 29, 2013
3.2   Certificate of Amendment dated August 24, 2018   Incorporated by reference to Exhibit 3.2 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025
3.3   Certificate of Amendment dated October 1, 2021   Incorporated by reference to Exhibit 3.3 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025
3.4   Certificate of Amendment dated January 11, 2023   Incorporated by reference to Exhibit 3.4 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025
3.5   Bylaws   Incorporated by reference to Exhibit 3.2 filed on Form S-1 with the Securities and Exchange Commission on July 29, 2013
4.1   Description of the Registrant’s Securities   Incorporated by reference to Exhibit 4.1 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025
10.1   Amended and Restated Promissory Note payable to Innoworks Employment Services, Inc. dated March 19, 2025   Incorporated by reference to Exhibit 10.1 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025
10.2   Amended and Restated Promissory Note payable to Primer Capital HR dated March 19, 2025   Incorporated by reference to Exhibit 10.2 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025
10.3   Amended and Restated Promissory Installment Note payable to Afinida Inc. dated March 19, 2025   Incorporated by reference to Exhibit 10.3 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025
14.1   Code of Ethics   Incorporated by reference to Exhibit 14.1 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025
19   Insider Trading Policy   Incorporated by reference to Exhibit 19 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025
21.1   List of Subsidiaries   Incorporated by reference to Exhibit 21.1 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025
31.1*   Certification of Chief Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act    
32.1*   Certification of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002    
97.1   Policy for Recovery of Erroneously Awarded Compensation adopted March 27, 2025   Incorporated by reference to Exhibit 97.1 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025
99.1   Policy on Granting Equity Awards   Incorporated by reference to Exhibit 99.1 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025
101.INS   Inline XBRL Instances Document    
101.SCH   Inline XBRL Taxonomy Extension Schema Document    
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document    
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document    
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document    
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document    
104   Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).    

 

 

 

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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 15, 2025

 
 

/s/ Sandra DiCicco Bonar

Sandra DiCicco Bonar

Chief Executive Officer

(Principal Executive Officer and Principal Financial Officer)

   
   
   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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