SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 2014
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
COMMISSION FILE NO. 333-190235
ALTAIR INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
Nevada
(State or Other Jurisdiction of Incorporation or Organization)
Altair International Corp.
Conjunto Sierra Morena Casa D9
Tumbaco, Ecuador
Tel. (702) 605-0043
(Address and telephone number of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has 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 shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes [ X ] No [ ]
As of May 22, 2014, the registrant had 4,235,000 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market has been established as of May 22, 2014.
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TABLE OF CONTENTS
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ITEM 1. DESCRIPTION OF BUSINESS
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
Our Business
We plan to commence operations in architectural field and to be responsible for the concept architectural vision of future private and public buildings as well as municipal organized public areas. Also, we intend to provide interior design and architectural visualization, 3D rendering and architectural animation services and plan on using advanced computer technology to produce photo realistic 3D rendering, walk-through animation and 360 degree panorama. In the next 12 months after completion of our offering we intend to offer our services to clients in Ecuador. Working from sketches to fully detailed plans, we plan to create high detail, high quality three-dimensional renderings. Our images and animations can be used for design and planning, development, property sales, buildings, and the effective communication of concepts to clientele. Mr. Penaherrera Zavala will perform our design services. We anticipate that our potential clients or client agencies will execute contracts with us regarding our services in architectural field. We are going to work with wide range of clients from usual family which wants to upgrade or renovate their home to city municipalities with appropriate project scale demand. After full payment, our clients will own the copyrights for our renderings and designs.
Interior design projects
We plan to offer complex projects of interior design of most important living spaces inside the building. By our philosophy, it is very important to suggest our clients the professional vision of living areas where they will spend their daily live. That project usually includes blue-prints, detailed sketches, 3d-visualisation, rendering, finish material and furniture choose and construction process supervising.
Architectural projects
We intend to provide architectural design services like building and structural design, architectural drafting, architectural drawing, architectural lighting, plans, cost estimation, layering, 3D modeling and architectural renderings that will show case single buildings, sites or structures, exterior or interior, color and texture of proposed materials, and the relationship with the surrounding buildings and landscape. Architectural renderings are convincing marketing tools to visualize and demonstrate certain aspects of a future building or apartment to its buyers. We intend to concentrate on concept architectural projects of new private and renovate building projects with further sketches and blue-prints documentation development. Also we plan to be involved in projects of public buildings and areas.
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Landscape architectural projects
As well as working with private clients we also plan to work with more complicated landscape architectural projects. Landscape architecture is the design of outdoor public areas, organized green spaces in the cities, landmarks, and structures to achieve environmental, social-behavioral, or aesthetic outcomes.
3d modeling
Hand-drawings and written explanations of the architectural and design ideas are not enough for fully detailed projects. Therefore, in all steps of our projects we will provide fully detailed 3D-renderings and 3D virtual reality architectural animations (also known as walk-through or fly-through animations), a short architectural movies created on a computer. With 3D walk-through any specific viewpoint can be viewed from any angle or height giving a real photorealistic feeling. Some of the advantages of virtual 3D walk-through are:
- Actual structure, architecture and building materials can be shown;
- It brings a possibility to explore and experiment with colors, textures, and other architectural details;
- External/Internal lighting such as natural lighting, based upon window direction, time of year and time of day can be previewed;
- 3D Architectural animation will include exterior features such as landscaping, trees, hedges, fences;
- Multiple design options can be explored and resolved before building begins.
ITEM 1A. RISK FACTORS
Not applicable to smaller reporting companies.
ITEM 2. DESCRIPTION OF PROPERTY
We do not own any real estate or other properties.
ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.
ITEM 4. MINE SAFETY DISCLOSURES
None.
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ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
There is a limited public market for our common shares. Our common shares are quoted on the OTC Bulletin Board under the symbol “ATAO”. Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects. We cannot assure you that there will be a market in the future for our common stock.
OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.
Number of Holders
As of May 22, 2014, the 4,235,000 issued and outstanding shares of common stock were held by a total of 30 shareholders of record.
Dividends
No cash dividends were paid on our shares of common stock during the fiscal years ended March 31, 2014. We have not paid any cash dividends since our inception and do not foresee declaring any cash dividends on our common stock in the foreseeable future.
Recent Sales of Unregistered Securities
Purchase of our Equity Securities by Officers and Directors
Other Stockholder Matters
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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.
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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 capital through, among other things, the sale of equity or debt securities.
FISCAL YEAR ENDED MARCH 31, 2014 COMPARED TO FISCAL YEAR ENDED MARCH 31, 2013
Our net loss for the fiscal year ended March 31, 2014 was $28,449 compared to a net loss of $81 for the fiscal year ended March 31, 2013. During fiscal year ended March 31, 2014, the Company did not generate any revenue.
During the fiscal year ended March 31, 2014, we incurred general and administrative expenses of $28,449 compared to $81 in general and administrative expenses incurred during the fiscal year ended March 31, 2013.
Expenses incurred during fiscal year ended March 31, 2014 compared to the fiscal year ended March 31, 2013 increased primarily due to the increased scale and scope of business operations. General and administrative expenses generally include corporate overhead and financial and administrative contracted services.
The weighted average number of shares outstanding was 3,385,288 for the fiscal year ended March 31, 2014 compared to 411,765 for the fiscal year ended March 31, 2013.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2014, our current assets were $7,570 and our total liabilities were $8,400. As of March 31, 2014, current assets were comprised of $7,570 in cash. As of March 31, 2014, total liabilities were comprised of $6,400 in advance from related party and $2,000 in accounts payable. As of March 31, 2014, our total assets were $7,570 comprised entirely of current assets. Stockholders’ deficit was $830 as of March 31, 2014.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the fiscal year ended March 31, 2014, net cash flows used in operating activities was $26,449 consisting of a net loss of $28,449 and $2,000 in accounts payable. Net cash flows used in operating activities was $26,530 for the period from December 20, 2012 (Date of Inception) to March 31, 2014.
Cash Flows from Financing Activities
We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the fiscal year ended March 31, 2014 net cash provided by financing activities was $31,000, received from proceeds from issuance of common stock and proceeds from related party. For the period from December 20, 2012 (Date of Inception) to March 31, 2014, net cash provided by financing activities was $34,100 received from proceeds from issuance of common stock and proceeds from related party.
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PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a combination of our existing funds 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) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) 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.
MATERIAL COMMITMENTS
As of the date of this Annual Report, we do not have any material commitments.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Annual Report, we do not have any 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 investors.
GOING CONCERN
The independent auditors' report accompanying our Maarch 31, 2014 and March 31, 2013 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. 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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
F–1
Balance Sheets
F–2
Statements of Operations
F–3
Statement of Stockholders’ Equity
F–4
Statements of Cash Flows
F–5
Notes to the Financial Statements
F–6
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HARRIS & GILLESPIE CPA’S, PLLC
CERTIFIED PUBLIC ACCOUNTANT’S
3901 STONE WAY N., SUITE 202
SEATTLE, WA 98103
206.547.6050
INDEPENDENT AUDITOR’ REPORT ON FINANCIAL STATEMENTS
To the Board of Directors
Altair International, Inc.
We have audited the accompanying balance sheets of Altair International, Inc. (A Development Stage Company) as of March 31, 2014 and 2013, and the related statements of operations, stockholders’ deficit and cash flows for the periods then ended and for the period December 20, 2012 (inception) to March 31, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Altair International, Inc. (A Development Stage Company) as of March 31, 2014 and 2013 and the results of its operations and cash flows for the periods then ended and for the period December 20, 2012 (inception), to March 31, 2014 in conformity with generally accepted accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #2 to the financial statements, the company has had significant operating losses; a working capital deficiency and its need for new capital raise substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note #2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/S/ HARRIS & GILLESPIE CPA’S, PLLC
Seattle, Washington
April 17, 2014
F-1
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