# Premier Air Charter Holdings Inc.: Form 10-Q for the period ended Sep 30, 2017

- Company: [Premier Air Charter Holdings Inc.](/companies/prem.md) (CIK 1570937)
- Form: 10-Q
- Filed: 2018-08-17
- Accepted by EDGAR: Aug 17, 2018, 19:20 ET
- Period: 2017-09-30
- Accession: 0001554795-18-000239
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1570937/000155479518000239/atao093017form10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1570937/000155479518000239/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2017-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Interest expense | 3 months, 2017-07-01 to 2017-09-30 | $67.2k | us-gaap:InterestExpense |
| Interest expense | 6 months, 2017-04-01 to 2017-09-30 | $135.7k | us-gaap:InterestExpense |
| Net income | 3 months, 2017-07-01 to 2017-09-30 | $50.1k | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2017-04-01 to 2017-09-30 | $170.8k | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2017-07-01 to 2017-09-30 | $0.00 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2017-04-01 to 2017-09-30 | $0.01 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2017-07-01 to 2017-09-30 | $0.00 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2017-04-01 to 2017-09-30 | $0.01 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2017-07-01 to 2017-09-30 | 32,882,115 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2017-04-01 to 2017-09-30 | 32,422,085 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2017-04-01 to 2017-09-30 | −$7.4k | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Cash and equivalents | at 2017-09-30 | $150 | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2017-09-30 | $150 | us-gaap:AssetsCurrent |
| Total assets | at 2017-09-30 | $150 | us-gaap:Assets |
| Current liabilities | at 2017-09-30 | $75.1k | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2017-09-30 | $75.1k | us-gaap:Liabilities |
| Shareholders' equity | at 2017-09-30 | −$74.9k | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 11,872 characters.

### FORWARD-LOOKING STATEMENTS

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

### Our Business

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

On November 11, 2014, the Company entered into a strategic alliance with Cure Pharmaceutical Corporation (“CURE”), a California company engaged in the development of oral thin film (“OTF”) for the delivery of nutraceutical, over-the-counter and prescription products. Initially this alliance was comprised of an Exclusive License and Distribution Agreement for CURE’s Sildenafil (commonly known as Viagra) Products throughout Asia, Brazil, the Middle East and Canada acquired at a cost of $200,000 while a joint venture agreement for the procurement of converting and packaging equipment specific for oral thin film products was proposed through a Letter of Intent. In addition, Altair and Cure agreed to enter into further joint ventures or other business relationships for the purpose of completing the development and marketing of additional products, and for license and distribution agreements for additional Cure products such as aspirin, sleep-aid, topical muscle and joint pain relief, and electrolytes delivered through OTF or other methods. Altair advanced $360,000 to CURE in this regard.

On September 23, 2016, the Company and CURE agreed to terminate the Exclusive License and Distribution Agreement for CURE’s Sildenafil Products due to unanticipated costs of obtaining regulatory approvals for the introduction of these pharmaceutical products into the licensed markets. In its place, the Company and CURE agreed to an Exclusive License and Distribution Agreement for a family of sports related nutraceutical products including a topical active for joint and muscle pain and OTF products for delivery of electrolyte, energy, sleep and recovery actives. The Company was to become the exclusive worldwide distributor for these products. The fee for this new sport products agreement was $560,000, comprised of the $200,000 fee paid for the Sildenafil agreement and the $360,000 advanced as a deposit for future license and distribution agreements. The agreement called for minimum orders of the products by Altair of $1,500,000 in the twenty-four months from the date of signing. As of June 29, 2018, the Company has been unable to generate any sales of the products due to a lack of working capital and the human resources required to introduce the products to market. The Company anticipates that it will not meet the minimum order requirements for the initial 24 month period and accordingly wrote off its $560,000 investment in the agreement in the financial statements for the year ended March 31, 2017.

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

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

### RESULTS OF OPERATIONS

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

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

### Working Capital

|  | As of September 30, 2017 | As of March 31, 2017 |
| --- | ---: | ---: |
| Total Current Assets | $150 | $7,523 |
| Total Current Liabilities | 75,080 | 648,763 |
| Working Capital (Deficit) | $(74,930) | $(641,240) |

### Cash Flows

|  | Six Months Ended September 30, 2017 | Six Months Ended September 30, 2016 |
| --- | ---: | ---: |
| Cash Flows from (used in) Operating Activities | $(7,373) | $(41,451) |
| Cash Flow from (used in) Investing Activities | — | — |
| Cash Flows from (used in) Financing Activities | — | 36,258 |
| Net Increase (decrease) in Cash during period | $(7,373) | $(5,193) |

### Operating Revenues

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

### Operating Expenses and Net Loss

Operating expenses during the three month period ended September 30, 2017 were $1,383 consisting of general and administrative expenses which includes corporate overhead and financial and contracted services, as compared to $24,743 for the three month period ended September 30, 2016.

Interest expense (recovery) for the three month period ended September 30, 2017 was $67,182 as compared to $1,226 for the three month period ended September 30, 2016. The fair value of derivative liabilities increased by $55,238 in the three month period ended September 30, 2017 as compared to $4,227 for the three month period ended September 30, 2016. A $63,417 gain on conversion of debt was recorded in the three month period ended September 30, 2017 as compared to $nil in the three month period ended September 30, 2016.

Net gain for the three month period ended September 30, 2017 was $50,090, in comparison to a net loss of $21,742 for the three months ended September 30, 2016.

Net gain for the six month period ended September 30, 2017 was $170,781 in comparison to a net loss of $29,761 (restated) for the six months ended September 30, 2016.

### Liquidity and Capital Resources

As at September 30, 2017, the Company’s current assets were $150 and at March 31, 2017 were $7,523. As at September 30, 2017, the Company had total liabilities of $75,080, consisting of $15,915 in accounts payable, $14,165 in loans payable to third parties, and a $45,000 Promissory Note due to a related party. As at September 30, 2017, the Company had a working capital deficit of $74,930.

As at September 30, 2016, the Company’s current assets were $229. As at September 30, 2016, the Company had total liabilities of $544,556, consisting of $5,400 in accounts payable, $168,416 in Promissory Notes payable to third parties, $14,165 in loans payable, $105 in interest payable, a $338,680 derivative liability and a $17,790 Promissory Note due to a related party. As at September 30, 2016, the Company had a working capital deficit of $544,327.

### Cash flow from/used in Operating Activities

We have not generated positive cash flows from operating activities. During the six month period ended September 30, 2017, the Company used $7,373 of cash for operating activities. For the six month period ended September 30, 2016, the Company used $41,451 of cash for operating activities.

### Cash flow from Financing Activities

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. During the six month period ended September 30, 2017, the Company received $nil of cash from financing activities. For the six month period ended September 30, 2016 the Company received $36,528 of cash from financing activities.

### Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

### Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

### Future Financings

We will continue to rely on equity sales of our common shares or debt financing arrangements in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

### Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

### Contractual Obligations

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

### Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

## Market risk

As filed, 163 characters.

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.

## Controls and procedures

As filed, 2,634 characters.

### Disclosure Controls and Procedures

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

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures, as required by Exchange Act Rule 13a-15. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of September 30, 2016 to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

### Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2017. Our management has concluded that, as of September 30, 2017, our internal control over financial reporting is effective.

### Changes in Internal Control and Financial Reporting

There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of September 30, 2017, that occurred during our second fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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

## Risk factors

As filed, 153 characters.

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

Filed Aug 17, 2018.
Source: SEC EDGAR, the filing index for accession 0001554795-18-000239. Last ingested by Listed: Oct 24, 2026, 15:13 ET. No prices; not investment advice.