UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number
Notification of Late Filing
(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
[X] For Period Ended: December 31, 1999
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
Part I - Registrant Information
Altair International Inc.
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Full Name of Registrant
Altair Internationl Gold, Inc.
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Former Name if Applicable:
1725 Sheridan Avenue
Cody, Wyoming 82414
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Address of Principal Executive Office (Street and Number)
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Part II - Rules 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N- SAR, or portion thereof will be
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
Part III - Narrative
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof could not be file
within the prescribed period.
After conducting discussions with several potential funding sources over a
period of approximately two months, Altair International, Inc. (the "Company")
obtained a commitment on March 23, 2000 from selected accredited investors to
provide capital in an amount that will impact the disclosures in the Company's
annual report on Form 10-K for the year ended December 31, 1999 (the "Form
10-K"). The funding transaction was expected to close on March 30, 2000, but,
because certain conditions to closing imposed by the purchasers could not be
satisfied until April 3, 2000, the financing transaction can not close until the
first week of April, 2000.
The Form 10-K that the Company was prepared to file on March 30, 2000 reported
the financing transaction and its effect on the financial position and liquidity
of the Company. When the Company determined on March 30, 2000 that the financing
transaction would not close until the first week of April, 2000, it concluded
that filing a Form 10-K reporting the financing transaction would be premature
and misleading. The Company also concluded that amending the Form 10-K at the
last minute to exclude any reference to the financing or its effect on the
liquidity of the Company would not only be logistically impracticable but would
also be misleading. The Company concluded that a revised filing would be
misleading because a revised filing would necessarily include a discussion of
the Company's liquidity and capital needs (and related cautionary language)
that, although technically correct in light the financing transaction's failure
to close on March 30, 2000, would likely not be correct by the time the revised
filing would become available to and be reviewed by the public. The Company is
prepared to file the Form 10-K immediately upon closing of the proposed
financing transaction during the first week of April, 2000.
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Part IV - Other Information
(1) Name and telephone number of person to contract in regard to this
notification.
Brian G.Lloyd (801) 532-7840
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d)
of the Securities Exchange Act of 1934 or section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[ ] Yes [X] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
Altair International Inc.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date:March 30,2000 By/s/Edward Dickinson
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Edward Dickinson
Chief Financial Officer
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