Premier Air Charter Holdings Inc.: Form 10-Q for the period ended Sep 30, 2022

FORWARD-LOOKING STATEMENTS

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

Our Business

Altair International Corp. (“Altair”) is a development stage company that was incorporated in Nevada on December 20, 2012. The Company is currently in very preliminary discussions with a number of acquisition targets, each of which we believe would deliver significant value to our shareholders.

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

Earn-In Agreement

On November 23, 2020, the Company entered into an Earn-In Agreement with American Lithium Minerals, Inc. (“AMLM”) under which we agreed to make total payments of $75,000 to AMLM in exchange for a 10% undivided interest in 63 unpatented placer mining claims comprised of approximately 1,260 acres, and 3 unpatented lode mining claims in Nevada. This $75,000 obligation has been fully satisfied by the Company ($30,000 paid 12/8/2020 and $45,000 paid 1/5/2021), resulting in Altair owning a 10% undivided interest in the claims. The Company has the option to increase its ownership interest by an additional 50% by a total payment of $1,300,648 for exploration and development costs as follows: $100,648 within year one for an additional 10/%, $600,000 in year two for an additional 20% and $600,000 in year three for an additional 20% ownership interest. The Earn-In Agreement grants Altair the exclusive right to explore the properties. In July 2021, the Company undertook a sampling and testing program on the Stonewall lithium project, which returned results showing anomalous lithium content. During 2022, Altair satisfied payment of the claim fees due to the Unites States Bureau of Land Management, and in August of 2022, Altair and AMLM entered into a 2nd Amendment to the original Earn-In Agreement, which, among other things, detailed that that parties agreed that the 2021 Calendar Year work commitment had been satisfied, and made certain changes to the required Annual Work Commitments required to be satisfied by Altair for the ’22, ’23, and ’24 calendar years. Further sampling and testing will be required to advance the Stonewall project.

License and Royalty Agreement

On February 10, 2021, the Company entered into a License and Royalty Agreement (the “License Agreement”) with St-Georges Eco-Mining Corp. (“SX”) and St-Georges Metallurgy Corp. (“SXM”) under which Altair has received a perpetual, non-exclusive license from SX of its lithium extraction technology for Altair to develop its lithium bearing prospects in the United States and SXM’s EV battery recycling technology for which Altair has agreed to act as exclusive master agent to promote the licensing and deployment of the EV battery recycling technology in North America. Altair has agreed to provide SX with a net revenue interest royalty on all metals and minerals extracted (the “Products”) and sold from Altair’s mineral interests in the United States and SX has agreed to provide Altair with a 1% trailer fee on any royalty received by SX from the licensing of the SX EV battery recycling technology to each licensee of the SX EV battery recycling technology referred by Altair or Altair’s sub-agents. Altair will pay a royalty of 5% of the net revenue received by Altair for sales of Products using the lithium extraction technology which decreases to 3% of the net revenue on all payments in excess of US$8,000,000 of production on an annualized basis.

Activities of our wholly-owned subsidiary, EV Lithium Solution, Inc. (EVLS)

On March 19, 2021, EVLS acquired a 100% interest in the IP related to a novel, solid state lithium/graphene battery technology from Cryptosolar Ltd., a Company domiciled in the United Kingdom. We continue to invest in the research and development of this technology and such development is moving forward rapidly. We are currently in the process of patenting the technology and are exploring options for commercialization. On July 21, 2021, the Company engaged Mr. Matthew Kiang to assist in our efforts to commercialize our battery technology, and on August 6, 2021, the Company filed its first patent application for this technology, which referenced 20 claims. In December 2021, we received a non-final rejection of the claims on various grounds and we have since determined that the most prudent course of action will be to file a new patent application rather than amend the existing application. We do not currently have an established timeline for our filing of a new patent application. We have eliminated the use of lithium in our battery platform, resulting in a technology which does not rely on any electrochemical reactions. This development results in an energy supply with a cost that will not be affected by the fluctuations in global lithium prices, and carries no risk of fire as lithium batteries do. We are currently and actively exploring options for commercialization of this technology, which we have named our Energy Storage Unit, or ESU.

RESULTS OF OPERATIONS

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

We expect we will require additional capital to meet our long-term operating requirements. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from third parties and\or private placements of common stock. No assurance can be given that such funds will be available.

Results of operations for the three months ended September 30, 2022 compared to the three months ended September 30, 2021.

Revenues

The Company has not recognized any revenue to date.

Operating Expenses

Mining and exploration expense for the three months ended September 30, 2022 was $0 compared to $165,513 for the three months ended September 30, 2021. The Company’s mining and exploration expense has decreased to $0 in the current period as the Company looks for new opportunities.

Consulting expense for the three months ended September 30, 2022 was $0 compared to $595,093 for the three months ended September 30, 2021. In the prior period we granted 7,250,000 shares of common stock for total non-cash consulting expense of $572,000. In addition to the stock compensation, we incurred additional expense in the prior period for consultants who are not currently doing any work for the Company.

Compensation expense – related party, for the three months ended September 30, 2022 was $102,000 compared to $12,000 for the three months ended September 30, 2021. The Company incurs compensation expense for its CEO. In the current period we recognized $90,000 of stock compensation expense from shares issued in the prior period for which their value is being amortized over the term of the CEO’s employment agreement.

Director fees for the three months ended September 30, 2022, was $7,500 compared to $7,500 for the three months ended September 30, 2021.

General and administrative expense for the three months ended September 30, 2022, was $56,132 compared to $58,483 for the three months ended September 30, 2021. In the current period are larger expenses were for professional fees of $14,500, and other outside services of $16,000. In the prior period professional fees were $30,637, and our expenses for OTC fees and the transfer agent were higher than in the current period.

Other Expense

Total other expense for the three months ended September 30, 2022, was $155,984, consisting of $72,448 of interest expense, which includes $69,626 of debt discount amortization and a loss on the change in the fair value of derivative of $113,359 and a gain on conversion of debt of $29,823. Total other income for the three months ended September 30, 2021, was $19,180, consisting of $136,392 of interest expense, which includes $123,290 of debt discount amortization, a gain on the change in the fair value of derivative of $190,761, a loss on the issuance of convertible debt of $2,372, and a loss on the settlement of debt of $817.

Net Loss

Net loss for the three months ended September 30, 2022, was $321,616 in comparison to a net loss of $819,409 for the three months ended September 30, 2021. The large decrease to our net loss is largely attributed to our non-cash stock-based compensation expense we incurred in the prior period.

Results of operations for the six months ended September 30, 2022 compared to the six months ended September 30, 2021.

Revenues

The Company has not recognized any revenue to date.

Operating Expenses

Mining and exploration expense for the six months ended September 30, 2022 was $0 compared to $331,530 for the six months ended September 30, 2021. The Company’s mining and exploration expense has decreased to $0 in the current period as the Company looks for new opportunities.

Consulting expense for the six months ended September 30, 2022 was $0 compared to $1,292,862 for the six months ended September 30, 2021. In the prior period we granted 13,250,000 shares of common stock for total non-cash consulting expense of $1,240,000. In addition to the stock compensation, we incurred additional expense in the prior period for consultants who are not currently doing any work for the Company.

Compensation expense – related party, for the six months ended September 30, 2022 was $204,000 compared to $24,000 for the six months ended September 30, 2021. The Company incurs compensation expense for its CEO. In the current period we recognized $180,000 of stock compensation expense from shares issued in the prior period for which their value is being amortized over the term of the CEO’s employment agreement.

Director fees for the six months ended September 30, 2022, was $15,000 compared to $15,000 for the six months ended September 30, 2021.

General and administrative expense for the six months ended September 30, 2022, was $88,240 compared to $124,912 for the six months ended September 30, 2021. In the current period are larger expenses were for professional fees of $27,000 and other outside services of $28,000. In the prior period professional fees were $48,000, and our expenses for OTC fees and the transfer agent were higher than in the current period.

Other Expense

Total other expense for the six months ended September 30, 2022, was $211,673, consisting of $136,303 of interest expense, which includes $129,627 of debt discount amortization, a loss on the change in the fair value of derivative of $99,044, a loss on the issuance of convertible debt of $6,149 and a gain on conversion of debt of $29,823. Total other expense for the six months ended September 30, 2021, was $25,157, consisting of $230,662 of interest expense, which includes $210,952 of debt discount amortization, a gain on the change in the fair value of derivative of $450,166, a loss on the issuance of convertible debt of $210,283, and a loss on the settlement of debt of $5,647.

Net Loss

Net loss for the six months ended September 30, 2022 was $518,913, in comparison to a net loss of $1,813,461 for the six months ended September 30, 2021. The large decrease to our net loss is largely attributed to our non-cash stock-based compensation expense we incurred in the prior period.

Liquidity and Capital Resources

Cash flow used in Operating Activities.

We have not generated positive cash flows from operating activities. During the six months ended September 30, 2022, the Company used $89,976 of cash for operating activities compared to $298,819 of cash for operating activities in the prior period.

Cash flow from Financing Activities

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. During the six months ended September 30, 2022, the Company received $35,000 of cash from the issuance of new convertible notes and $50,000 from the issuance of a non-convertible note. In the prior period we received $430,000 of cash from the issuance of convertible notes, $75,000 from the issuance of a non-convertible notes, which was offset by payments of $300,000 to repay related party debt.

Going Concern

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

Off-Balance Sheet Arrangements

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

Future Financings

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

Critical Accounting Policies

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

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

Recently Issued Accounting Pronouncements

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

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.

Management’s Report Disclosure Controls and Procedures

During the quarter ended September 30, 2022, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were ineffective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the required time periods specified in the Commission’s rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. In addition, we engaged accounting consultants to assist in the preparation of our financial statements. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Management’s Report on Internal Control over Financial Reporting

Internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is a process designed by, or under the supervision of, our principal executive and principal financial officers, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The management is responsible for establishing and maintaining adequate internal control over our financial reporting. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting using the Internal Control – Integrated Framework (2013) developed by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our internal control over financial reporting was not effective as of September 30, 2022.

We are aware of the following material weaknesses in internal control that could adversely affect the Company’s ability to record, process, summarize and report financial data:

• 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.

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.