# Premier Air Charter Holdings Inc.: Form 10-K for the period ended Mar 31, 2022

- Company: [Premier Air Charter Holdings Inc.](/companies/prem.md) (CIK 1570937)
- Form: 10-K
- Filed: 2022-07-12
- Accepted by EDGAR: Jul 12, 2022, 20:34 ET
- Period: 2022-03-31
- Accession: 0001554795-22-000246
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1570937/000155479522000246/atao0629form10k.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1570937/000155479522000246/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2022-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Operating income | 12 months, 2021-04-01 to 2022-03-31 | −$2.0m | us-gaap:OperatingIncomeLoss |
| Interest expense | 12 months, 2021-04-01 to 2022-03-31 | $565.1k | us-gaap:InterestExpense |
| Net income | 12 months, 2021-04-01 to 2022-03-31 | −$2.5m | us-gaap:NetIncomeLoss |
| Operating cash flow | 12 months, 2021-04-01 to 2022-03-31 | −$396.2k | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Cash and equivalents | at 2022-03-31 | $20.9k | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2022-03-31 | $290.9k | us-gaap:AssetsCurrent |
| Total assets | at 2022-03-31 | $290.9k | us-gaap:Assets |
| Current liabilities | at 2022-03-31 | $275.5k | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2022-03-31 | $275.5k | us-gaap:Liabilities |
| Shareholders' equity | at 2022-03-31 | $15.5k | us-gaap:StockholdersEquity |

## Business

As filed, 7,221 characters.

### PART I

### Forward-Looking Statements

Unless the context indicates otherwise, as used in this Annual Report, the terms “Altair,” “we,” “us,” “our,” “our company” and “our business” refer, to Altair International Corp, including its subsidiaries named herein. Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

### Overview

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. In this regard, the Company entered into a Mining Lease effective August 3, 2020 with Oliver Geoservices LLC under which the Company received an exclusive lease to mine certain unpatented lode mining claims known as the Walker Ridge located in Elko County, Nevada for a period of five years. The lease can be extended for an additional twenty years if certain extension payments are made within the term of the lease. The Company made an initial payment of $25,000 to secure the lease and is required to make advance royalty payments to maintain its exclusivity commencing December 1, 2020, starting at $25,000 and increasing in $25,000 increments each year for the initial five year term to $100,000 as well as a 3% net smelter fee royalty on all mineral production from the leased property. On April 13, 2022, the Company received a notice of termination from OGS.

#### 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. Further sampling and testing will be required to advance the Stonewall project. Altair is currently exploring the potential of a secondary testing program at greater depth, with sampling to be concentrated in the areas showing the highest grades of lithium. Although, the Company still holds its 10% interest, it has chosen to write down the asset to $0, due to the unknown outcome of planned exploration. The Company incurred a $75,000 impairment expense as a result.

#### 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 have, and 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, we received a non-final rejection of the claims on various grounds, and we our working with our patent law counsel on a go-forward approach. Our intent is to refine, amend, and re-file our application. In the interim, development and refinement of the technology remains ongoing, with our current largest prototype able to power high-draw outdoor power equipment. The company is currently exploring a secondary patent application for this technology.

### Employees

As of the date of this Report, the Company has no full-time nor part-time employees. Our sole officer has a current agreement with the Company to serve in these capacities. We intend to increase the number of our employees and consultants to meet our needs as the Company grows.

## Risk factors

As filed, 173 characters.

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

## Legal proceedings

As filed, 286 characters.

There are no material claims, actions, suits, proceedings, or investigations that are currently pending or, to the Company’s knowledge, threatened by or against the Company or respecting its operations or assets, or by or against any of the Company’s officers, directors, or affiliates.

## Management's discussion and analysis

As filed, 7,426 characters.

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

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 as to availability of funds or the terms thereof.

We are both currently and generally exploring options which will bring value to our shareholders and are in early stage discussions with a number of potential acquisition targets. Management resolves to provide updates on these efforts at the earliest such time that they become tangible.

### Results of Operations

### Year Ended March 31, 2022 Compared to the Year Ended March 31, 2021

#### Revenues

The Company has not recognized any revenue to date.

#### Operating Expenses

Mining and exploration expense for the year ended March 31, 2022 was $372,195 compared to $215,786 for the year ended March 31, 2021, an increase of $156,409 or 72.5%. The Company’s mining and exploration expense has increased in the current year as it pursues its new mining activities.

Consulting expense for the year ended March 31, 2022 was $1,317,862 compared to $3,913,870 for the year ended March 31, 2021, a decrease of $2,596,008 or 66.3%. In the current period we granted 13,950,000 shares of common stock for total non-cash consulting expense of approximately $1,243,000. In the prior year we issued 11,450,000 shares of common stock for total non-cash compensation expense of $3,721,250.

Compensation expense – related party for the year ended March 31, 2022 was $138,000 compared to $6,806,000 for the year ended March 31, 2021. The Company incurs compensation expense for its CEO. In the current year we issued 10,000,000 shares of common stock for total non-cash compensation expense of $360,000, $90,000 of which was recognized as of March 31, 2022. In the prior year we issued 30,000,000 shares of common stock for total non-cash compensation expense of $6,780,000.

Director expense for the year ended March 31, 2022 was $30,000 compared to $2,400 for the year ended March 31, 2021, an increase of $27,600. We compensate our director, Ramzi Khoury, $2,500 per month in the current year.

General and administrative expense (“G&A”) for the year ended March 31, 2022 was $173,669 compared to $171,504 for the year ended March 31, 2021, an increase of $2,165 or 1.3%. G&A expense consists of items such as professional fees, investor relation expense, filing fees, outside services and other general office expenses.

#### Other Expense

Total other expense for the year ended March 31, 2022, was $438,788, consisting of $565,067 of interest expense, which includes $529,432 of debt discount amortization, a gain on the change in the fair value of derivative of $455,023, a loss on the issuance of convertible debt of $219,366, a loss on the settlement of debt of $5,647, and impairment expense of $107,000.

Total other expense for the year ended March 31, 2021, was $884,964, consisting of $170,462 of interest expense, which includes $158,119 of debt discount amortization, a loss on the change in the fair value of derivative of $143,686, a loss on the issuance of convertible debt of $79,130, a loss on the settlement of debt of $41,686 and $450,000 of impairment expense.

#### Net Loss

Net loss for the year ended March 31, 2022 was $2,470,514, in comparison to a net loss of $11,994,524 for the year ended March 31, 2021. The large decrease to our net loss is largely attributed to our non-cash stock-based compensation expense incurred in the prior year.

### LIQUIDITY AND CAPITAL RESOURCES

#### Cash flow used in Operating Activities.

We have not generated positive cash flows from operating activities. During the year ended March 31, 2022, the Company used $396,238 of cash for operating activities compared to $342,361 of cash for operating activities in the prior period.

#### Cash flow used in Investing Activities.

We had no cash flow from investing activity during the year ended March 31, 2022. During the year ended March 31, 2021, we paid $75,000 as part of our Earn-In Agreement with American Lithium Minerals, Inc.

#### Cash flow from Financing Activities

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. During the year ended March 31, 2022 the Company received $595,000 of cash from financing activities offset by payments of $300,000 to settle loans payable to related parties.

During the year ended March 31, 2021 the Company received $559,490 of cash from financing activities offset by payments of $20,000 to settle loans payable to related parties.

PLAN OF OPERATION AND FUNDING

We expect that working capital requirements will continue to be funded through a combination of our existing funds, advances from shareholders and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business); (ii) acquisition of assets; and (iii) sales and marketing expenses. We intend to finance these expenses with further issuances of securities and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

### Critical Accounting Policies

Refer to Note 2 of our financial statements contained elsewhere in this Form 10-K for a summary of our critical accounting policies and recently adopting and issued accounting standards.

## 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, 6,248 characters.

#### Management’s Report Disclosure Controls and Procedures

During the fourth quarter of the year ended March 31, 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 March 31, 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:

- 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
- Due to our size and scope of operations, we currently do not have an independent audit committee in place
- 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.

### 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 March 31, 2022, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Filed Jul 12, 2022.
Source: SEC EDGAR, the filing index for accession 0001554795-22-000246. Last ingested by Listed: Oct 24, 2026, 15:13 ET. No prices; not investment advice.