Securities and Exchange Commission
Washington, D.C. 20549
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|ALTAIR INTERNATIONAL CORP.|
|(Name of Issuer)|
|(Title of Class of Securities)|
|02138A 20 7|
Thirty 05 LLC
Tel. No.: (813) 240-4086
Ernest Stern, Esq.
Culhane Meadows PLLC
1101 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
|(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)|
|December 23, 2020. See Item 5|
|(Date of Event Which Requires Filing of this Statement)|
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|CUSIP No.: 02138A 20 7||SCHEDULE 13D||Page 2 of 5|
names of reporting persons
Thirty 05 LLC
check the appropriate box if a member of a group (see instructions)
|3.||sec use only|
source of funds (See Instructions)
check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
citizenship or place of organization
OWNED BY EACH
sole voting power
shared voting power
sole dispositive power
shared dispositive power
aggregate amount beneficially owned by each reporting person
46,938,457 shares of Common Stock
check if the aggregate amount in row (11) excludes certain shares (See Instructions)
percent of class represented by amount in row (11)
7.36% of the issued and outstanding shares of Common Stock
type of reporting person (See Instructions)
|CUSIP No.: 02138A 20 7||SCHEDULE 13D||Page 3 of 5|
Item 1. Security and Issuer.
This Schedule 13D/A filed by Thirty 05 LLC (“Thirty 05” or the "Reporting Person") amends the Schedule 13D filed June 9, 2020 and amended December 22, 2020 (“First Amendment”) and relates to the shares of common stock, par value $0.001 per share (the "Common Stock"), of Altair International Corp., a Nevada corporation (the "Issuer"). The principal executive offices of the Issuer are located at 322 North Shore Drive, Building 1B, Suite 200, Pittsburgh, PA 15212.
Item 2. Identity and Background.
(a) This Schedule 13D/A is being filed with respect to the shares of the Issuer's Common Stock held by Thirty 05. The majority ownership of Thirty 05 is held by Saeb Jannoun who has voting and investment power over the securities held by Thirty 05.
(b) The business address of Thirty 05 is 3005 Hoedt Road, Tampa, FL 33618.
(c) Thirty 05 is in the financial services business. Saeb Jannoun is the founder and President of Thirty 05.
(d) During the last five years neither the Reporting Person, nor, to the knowledge of its principals, any of its respective executive officers or directors has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither the Reporting Person, nor, to the knowledge of its principals, its executive officers or directors, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Thirty 05 was formed under the laws of the State of Florida.
Item 3. Source and Amount of Funds or Other Consideration.
Each acquisition of securities by Thirty 05 (or on its behalf and at its direction) was either in open market transactions or through private placements using its own working capital and with personal funds.
Item 4. Purpose of Transaction.
Thirty 05 has invested in the Issuer to support its development and growth and has acquired the Common Stock for investment purposes. The Reporting Person will continuously evaluate their beneficial ownership of the Issuer’s securities and the Issuer's business and industry. Depending on market conditions and other factors that the Reporting Person may deem material to their investment decision, Thirty 05 may from time to time lend the Issuer money in exchange for convertible notes, acquire additional securities of the Issuer in the open market or in privately negotiated transactions or may dispose of all or a portion of the securities of the Issuer that Thirty 05 now owns or may hereafter acquire.
|CUSIP No.: 02138A 20 7||SCHEDULE 13D||Page 4 of 5|
The Reporting Person currently has no other plans or proposals, though it retains the right, to subsequently devise or implement plans or proposals, which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
Item 5 of Schedule 13D is amended and restated in its entirety as follows:
The Reporting Person beneficially owns an aggregate of 46,938,457 shares of Common Stock which represents 7.36% of the issued and outstanding shares of Common Stock based on 537,732,553 issued and outstanding shares of Common Stock set forth in the current list of shareholders provided by the Issuer’s transfer agent, Olde Monmouth Stock Transfer Co., Inc.
The Reporting Person sold the following shares of Common Stock through private sales:
|Date||Number of Shares Sold||Price Per Share||Total Sale Price|
The Reporting Person did not effect any transactions in such securities in the past 60 days other than set forth above and in the First Amendment.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The information required by Item 6 is incorporated herein by reference from Items 3 and 4 of this report.
Item 7. Material to be Filed as Exhibits.
Power of Attorney
|CUSIP No.: 02138A 20 7||SCHEDULE 13D||Page 5 of 5|
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 8, 2021
|THIRTY 05 LLC|
|Name: Saeb Jannoun|