UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

FORM 10-K

☑☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED ~~MARCH~~DECEMBER 31, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~For~~COMMISSION ~~the~~FILE ~~transition~~NO. ~~period from ________ to ________~~000-56312

~~COMMISSION~~PREMIER ~~FILE~~AIR ~~NO.~~CHARTER ~~333-190235~~HOLDINGS INC.

ALTAIR INTERNATIONAL CORP.

(Exact name of registrant as specified in its charter)

Nevada		99-0385465
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~322~~2006 ~~North~~Palomar ~~Shore~~Airport ~~Drive~~Road, ~~Building~~Suite 1B210, ~~Suite~~Carlsbad, ~~200~~CA 92011

Pittsburgh, PA 15212

(Address of Principal Executive Offices with Zip Code)

Registrant’s telephone number, including area code Tel. ~~(412) 770~~858-~~3140~~239-0788

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of of the Act: ~~None~~Common Stock, $0.001 par value

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐  No ☑☒

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 ☑☒

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 ☑ ☒ No ☐

Indicate by check mark whether the registrant ~~has~~ has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (X 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ~~☑ No~~☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☑☒ Smaller reporting company ☑☒ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ☐ No ☑ ☒

The aggregate market value of the 1639,~~892~~900,~~725~~576 shares of voting and non-voting common equity held by non-affiliates computed by reference to the closing price of $0.~~0415~~040 on ~~September~~June 30, ~~2023~~2025, at at which the common equity was last sold in its most recently completed second fiscal quarter was ~~approximately~~ $81,~~024~~556,~~044~~023.

AsAt ofMarch ~~June 28~~31, ~~2024~~2026, there were 31280,~~975~~848,~~852~~293 shares of common stock outstanding.

		Page
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	5
Item 1C.	Cybersecurity	5
Item 2.	Property	5
Item 3.	Legal Proceedings	5
Item 4.	Mine Safety Disclosures	5
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
Item 6.	[Reserved]	6
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	7
Item 7A.	Quantitative and Qualitative Disclosure About Market Risk	8
Item 8.	Financial Statements and Supplementary Data	9
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	20
Item 9A.	Controls and Procedures	20
Item 9B.	Other Information	21
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	21
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	22
Item 11.	Executive Compensation	24
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	25
Item 13.	Certain Relationships and Related Transactions, and Director Independence	25
Item 14.	Principal Accountant Fees and Services	26
PART IV
Item 15.	Exhibits, and Financial Statement Schedules	26
Item 16	Form 10-K Summary	27
	Signatures

TABLE OF CONTENTS

ITEM 1. DESCRIPTION OF BUSINESS

		Page

	PART I

Item 1.	Business	2
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	15
Item 1C.	Cybersecurity	16
Item 2.	Property	17
Item 3.	Legal Proceedings	17
Item 4.	Mine Safety Disclosures	17

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	18
Item 6.	[Reserved]	18
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	18
Item 7A.	Quantitative and Qualitative Disclosure About Market Risk	23
Item 8.	Financial Statements and Supplementary Data	24
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	51
Item 9A.	Controls and Procedures	51
Item 9B.	Other Information	52
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	52

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	53
Item 11.	Executive Compensation	56
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	57
Item 13.	Certain Relationships and Related Transactions, and Director Independence	59
Item 14.	Principal Accountant Fees and Services	64

PART IV

Item 15.	Exhibits, and Financial Statement Schedules	65
Item 16	Form 10-K Summary	66
	Signatures	67

~~PART I~~i

~~Forward-Looking~~PART ~~Statements~~I

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~~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.Statements

~~Overview~~This Annual Report on Form 10-K contains “forward-looking statements.” When contained in this Report, the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside our management’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. These forward-looking statements are based on information available as of the date and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

~~Altair~~Therefore, ~~International~~actual ~~Corp.~~outcomes ~~(“Altair”)~~and results may, and isare alikely ~~development~~to, ~~stage~~differ ~~company~~materially ~~that~~from ~~was~~what ~~incorporated~~is expressed or forecasted in ~~Nevada~~the onforward-looking ~~December~~statements ~~20,~~due ~~2012.~~to ~~The~~numerous ~~Company~~factors isdiscussed from ~~currently~~time to time in ~~very~~this ~~preliminary~~Report, ~~discussions with~~including athe ~~number~~risks ofdescribed ~~acquisition~~under ~~targets~~Item 1A - “Risk Factors,” ~~each~~and Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Report and in other documents which we ~~believe~~file ~~would~~with the ~~deliver~~Securities ~~significant~~and ~~value~~Exchange toCommission ~~our shareholders~~(“SEC”). In addition, such statements could be affected by risks and uncertainties related to:

~~The~~· ~~Company~~the isability ~~currently~~to ~~engaged~~ implement business plans, forecasts, and other expectations and identify and realize additional opportunities; · our results of operations and financial condition; · costs related to being a public company; · limited liquidity and trading of our securities; · that the price of our securities may be volatile due to a variety of factors, including changes in ~~identifying~~the competitive and ~~assessing~~highly ~~new~~regulated industry in which we operate, variations in operating performance across competitors, changes in laws and regulations affecting our business ~~opportunities~~and any changes in our capital structure; · the risk of downturns in the aviation industry, including due to increases in fuel costs in light of the war in Ukraine, the Israel and Hamas conflict in Gaza, the conflict in Iran and other global political and economic issues; · a changing regulatory landscape in the highly competitive aviation industry; · risks associated with the overall economy, including recent and expected future increases in interest rates and the potential for recession; and · other risks and uncertainties set forth under the section of this Report entitled “Risk Factors.”

~~Earn~~Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward-In ~~Agreement~~looking

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~~ITEM ~~and~~1. ~~Royalty Agreement~~BUSINESS

OnPremier ~~February~~Air ~~10,~~Charter ~~2021,~~Holdings ~~the~~Inc. ~~Company~~("Premier ~~entered~~Holdings" ~~into~~or atogether ~~License~~with ~~and~~its ~~Royalty~~subsidiaries, ~~Agreement (~~the “~~License Agreement~~Company”), ~~with St-Georges Eco-Mining Corp. (“SX”) and St-Georges Metallurgy Corp. (“SXM”) under which Altair has received~~ a ~~perpetual,~~Nevada ~~non-exclusive~~corporation ~~license~~was ~~from~~incorporated ~~SX of its lithium extraction technology for Altair to develop its lithium bearing prospects~~ in ~~the~~Nevada ~~United~~on ~~States and SXM’s EV battery recycling~~December ~~technology~~12, ~~for~~2012. ~~which~~The ~~Altair~~Company ~~has~~primarily ~~agreed~~operates tothrough ~~act~~its aswholly ~~exclusive~~owned ~~master~~subsidiary, ~~agent~~Premier toAir ~~promote~~Charter, ~~the licensing and deployment of the EV battery recycling technology in North America~~Inc., ~~Altair has agreed to provide SX with~~ a ~~net~~California ~~revenue~~corporation ~~interest royalty on all metals and minerals extracted~~ (~~the~~ “~~Products~~Premier”). Premier ~~and~~Holdings ~~sold~~together ~~from Altair’s mineral interests in the United States and SX has agreed to provide Altair~~ with a 1%its ~~trailer~~subsidiary, ~~fee~~is onreferred ~~any royalty received by SX from the licensing of the SX EV battery recycling technology~~ to ~~each~~in ~~licensee~~this ofForm ~~the~~10-K ~~SX EV~~annual ~~battery~~report ~~recycling~~(“Form ~~technology referred by Altair or Altair’s sub~~10-~~agents.~~K”) ~~Altair~~as ~~will pay a royalty of 5% of~~ the ~~net revenue received~~Company. byThe ~~Altair~~terms ~~for~~“we”, ~~sales~~“us” ofand ~~Products~~“our” ~~using~~are ~~the~~also ~~lithium~~used ~~extraction~~in ~~technology~~the ~~which~~Form ~~decreases~~10-K to 3%refer ofto the ~~net revenue on all payments in excess of US$8,000,000 of production on an annualized basis~~Company.

3On March 11, 2025, Premier Holdings acquired Premier. As a result of this acquisition, Premier Holdings’ business is comprised solely of the business of Premier. This Merger was accounted for as a reverse recapitalization. Under this method of accounting, Premier Holdings is treated as the acquired company for financial statement reporting purposes.

~~Activities~~In addition, these financial statements capture the capital structure of ~~our~~Premier ~~wholly-owned~~Holdings ~~subsidiary~~and reflect only the 237,871,049 EVcommon ~~Lithium~~shares issued to the former Premier shareholder as being ~~Solution~~outstanding from the inception of Premier. The 41,977,244 ~~Inc~~common shares retained by the historical Premier Holdings shareholders will be reflected as being issued on March 5, 2025, the closing date of the acquisition. ~~(EVLS)~~As of the date of this filing, there are 280,848,293 shares of Premier Holdings common stock issued and outstanding. Any reference to the “Company” within these financial statements is a reference to Premier.

OnUnaudited ~~March~~proforma ~~19,~~financial ~~2021,~~statements 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~~Premier ~~rapidly.~~Holdings ~~We are currently in the process of patenting the technology~~ and ~~are~~Premier ~~exploring~~had ~~options for commercialization. On July 21, 2021,~~ the ~~Company~~acquisition ~~engaged~~taken ~~Mr.~~place ~~Matthew Kiang to assist in our efforts to commercialize our battery technology, and~~ on ~~August~~January 61, ~~2021,~~2024 ~~the~~are 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 or sale of this technology, which we have named our Energy Storage Unit, or ESU.~~follows:

On February 16, 2024, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) among Premier Air Charter, Inc. (“Premier”), Premier Air Charter Merger Sub, Inc. (“Merger Sub”), and TIPP Aviation, LLC, the sole shareholder of Premier. Under the terms of the Merger Agreement, Altair will exchange 85% of its shares of common stock for all issued and outstanding shares of Premier common stock and Merger Sub will be merged into Premier (the “Merger”). The officers and directors of Premier will be the officers and directors of Altair following the Merger. The closing of the Merger is subject to a number of pre-conditions, including Premier providing two years of audited financial statements by a PCAOB registered accounting firm. Presently, Altair and Premier are working diligently to satisfy those preconditions with an intent to close the Merger as soon as possible.

Year ended December 31,:	2025			2024
	(unaudited)			(unaudited)
Revenues	$	31,877,508		$	20,751,139
Net loss	$	(3,865,621	)	$	(2,578,798	)
Loss per share -basic and diluted	$	(0.01	)	$	(0.00	)

~~Employees~~At December 31, 2024, there were no significant assets or liabilities of Premier Holdings, accordingly, no proforma balance sheets are presented.

AsThe ofPremier 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.Business

4Premier is a San Diego, California-based aircraft charter business that provides luxury aviation serving an international community of aviation enthusiasts. Premier specializes in creating trusted partnerships within the aviation industry to deliver bespoke aviation solutions for its clients. Premier’s fleet of aircraft includes everything from light jets, turbojets and mid-large jets. Drawing on decades of experience, Premier’s aviation experts oversee every aspect of the jet charter business, including private charters, aircraft management and sales.

Our mission is rooted in ensuring the highest levels of safety, security, and customer care for every flight.

We achieve this by relentlessly pursuing excellence. Our approach involves a rigorous recruitment and training process, employing expert professionals who meticulously manage and maintain our fleet of complex equipment, with proven safety and security measures integrated into every aspect of our operations.

Premier directly maintains and operates aircraft to deliver a uniquely secure, seamless, and customer-centric travel experience.

Our highly trained pilots, support staff, and tailored flight solutions ensure every client journey reflects our unwavering commitment to service and excellence. As we continue to grow, we are focused on expanding our fleet, enhancing our technological capabilities, and leading the charge in sustainable aviation practices.

The Federal Aviation Administration (“FAA”) is the principal regulator of civil aviation safety matters. As applied to our business, Premier possesses an air carrier certificate issued by the FAA in accordance Title 14 of the Code of Federal Regulations (“14 C.F.R.”) Part 119, and possesses Operations Specification issued pursuant to 14 C.F.R. Part 135, authorizing Premier to engage in on-demand air-taxi operations.

Premier exclusively operates the following ten aircraft in accordance with the following lease terms:

Type of Aircraft

Tail Number

Monthly

Payment

Term

Purchase

Option

Engine

Program

Maintenance Cost Responsibility

Challenger 601

N207JB

14,699

23 mo

yes

Challenger 601

N813MS (formerly N614AF)

26,772

23 mo

yes

Gulfstream IV

N236CA

53,078

23 mo

yes

Gulfstream IV

N450EJ

48,377

20 mo

yes

Citation X

N214WT

28,000

59 mo

yes

Citation X

N713FL

28,000

59 mo

yes

Citation X

N265AV

28,000

59 mo

yes

Citation CJ3

N795KG

64,800

Monthly

yes

Citation CJ3

N973CG

64,800

Monthly

yes

Cessna 750

N910DP

56,509

60 mo.

yes

Competition in the Air Charter Business

The jet air charter services market size is estimated to be $13.65 billion with an average compound annual growth rate of 7.84% according to a 2025 report entitled Private Jet Charter Services Market Analysis - Industry Growth, Size & Forecast Report (2025-2030) by Mordor Intelligence (https://www.mordorintelligence.com/industry-reports/private-jet-charter-services-market). Major competitors serving the jet air charter business include NetJets, Flexjet, Wheels Up, VistaJet, Magellan Jets, and XOJet, with NetJets generally considered the largest and most dominant player based on its extensive fleet and market share across fractional ownership, leasing and private jet card programs.

Key aspects of competition in the jet charter market include:

Fleet size and variety - Companies compete based on the size and range of aircraft they offer to cater to different needs and budgets.

Fleet availability - Companies compete based on aircraft positioning and availability to meet customer flight and schedule needs.

Service level and customization - Providing highest levels of aircraft safety, security and customer wellbeing.

Pricing and cost structure - Competition exists in terms of the ability to provide customers with competitive hourly jet charter rates at a cost structure that that results in profitable aircraft operations.

Global reach - Companies with a wider network of destinations and operational capabilities can attract more international clients.

Technology and online platforms - User-friendly booking systems and digital tools for managing flights can be a competitive advantage.

These competitors are larger and have greater financial resources than Premier. To be successful in the air charter business, a company must have desirable aircraft to charter at reasonable rates that are available on demand and that satisfy all federal safety and security standards.

Competitive Strengths of Premier

Premier believes that it can compete successfully in the air charter business based upon the many years of experience that its leadership team has in the private aviation industry, including the skills and contacts necessary to procure and contract for the right to use aircraft assets, the ability to operate aircraft at the highest levels of safety, security and customer wellbeing, and the capability to repair and maintain aircraft.

Growth Strategy

Our growth strategies are focused on:

	·	Continuously building and improving our team of experts that meet/exceed the high and rigorous safety, security, and customer wellbeing demands in operating jet aircraft.
	·	Investing in aircraft that meet the needs of our customers and provide a favorable return on investment.
	·	Continuing to expand vertically integrated aircraft maintenance operations to optimize ability to meet and exceed aircraft safety requirements and optimize aircraft availability and operating cost.
	·	Expanding customer base and flight routes by obtaining required certifications to operate jet aircraft that carry 10 or more passengers.
	·	Continuing to capture industry synergies by working together to meeting customer needs with available aircraft and providing aircraft maintenance services.

Government Regulation

We are subject to government regulation at local, state, federal, and international levels. The scope of these regulations is broad, covering a wide range of subjects that include, but are not limited to, those summarized below.

The Federal Aviation Administration (“FAA”) is the principal regulator of civil aviation safety matters. As applied to our business, Premier possesses an air carrier certificate issued by the FAA in accordance Title 14 of the Code of Federal Regulations (“14 C.F.R.”) Part 119, an Operations Specification issued pursuant to 14 C.F.R. Part 135, authorizing Premier to engage in on-demand air-taxi operations.

The FAA’s regulations touch on many aspects of civil aviation, including:

	·	Certification and oversight of air carriers;
	·	Aircraft inspection, maintenance, repair, and registration;
	·	Flight crewmember and maintenance technician training, certification, and surveillance;
	·	Monitoring drug and alcohol testing for safety-sensitive personnel;
	·	Airport and airport facility design, construction, and maintenance;
	·	Air traffic control system oversight, management, training, and maintenance;

There are many FAA regulations that may impact our operations and business. They include but are not limited to the following Parts found in Title 14 of the C.F.R.

“Part 43” contains the regulations for aircraft maintenance, preventative maintenance, rebuilding, and alteration. This Part prescribes the requirements to perform all aircraft maintenance, including the documentation, inspection, and applicable processes and standards.

“Part 91” contains the general operating rules for flight safety. These rules govern all flight operations, including private and commercial operations, except to the extent that the commercial operations are subject to additional rules found in other parts of the FAA regulations.

“Part 119” contains rules that govern air carriers. This Part prescribes air carrier certificate requirements, requirements for management personnel employed by an air carrier (i.e. Director of Operations, Director of Maintenance, etc.), and it states which operations are not required to be conducted under Part 135.

“Part 120” contains drug and alcohol testing requirements for Part 135 air carriers and Part 145 repair stations. This Part also contains requirements for record keeping and addressing positive alcohol and drug testing results.

“Part 135” contains additional rules that apply to commercial “on-demand” operations, including crew member rest and duty requirements.

“On-demand” operations include flights where the departure location, departure time, and arrival location are specifically negotiated with the customer or the customer’s representative.

As the operator of our nation’s air traffic control system, the FAA is responsible for air traffic management. From time to time, the FAA may restrict certain airspace for safety or national security concerns. For example, the FAA may implement a Temporary Flight Restriction (“TFR”) after a natural disaster to reserve certain airspace for emergency response aircraft. TFRs and other airspace restrictions may impact our ability to takeoff or land at certain airports and may also require us to select alternate flight routes. Most TFRs and other airspace restrictions are temporary and have little to no impact on our flight operations.

The U.S. Department of Transportation (“DOT”) is the principal regulator of economic matters in the aviation industry. DOT oversees the operations of Premier, which operates as an air taxi under a DOT 14 C.F.R. Part 298 exemption that provides certain exemptions from some economic regulatory provisions of Subtitle VII of Title 49, and provides regulations related to various consumer protections applicable to Premier. These regulations include economic authority to conduct business as an air carrier, as well as consumer protection and insurance requirements that apply to our air carrier business operations.

DOT also enforces U.S. laws governing the citizenship of air carriers. We must ensure that we meet DOT’s citizenship requirements so that Premier can maintain its air carrier certificate. This means that Premier must be under the actual control of U.S. citizens (as defined in 49 U.S.C. Section 40102(a)(15)), and must satisfy certain other requirements, including that its president/chief executive officer and at least two-thirds of its board of directors and other managing officers are U.S. citizens, and that at least 75% of its voting stock is owned and controlled, directly and indirectly, by U.S. citizens. The amount of non-voting stock that may be owned or controlled by non-U.S. citizens is limited as well.

National Transportation Safety Board (“NTSB”) is an independent agency that oversees aircraft accident investigations. NTSB regulations governing accident notification are contained in 14 CFR Part 830. NTSB does not regulate aviation, but it does have the authority to issue subpoenas in conjunction with accident investigations. NTSB may, at its discretion, delegate accident investigation duties to the FAA.

The Transportation Security Administration (“TSA”) is an agency under the Department of Homeland Security (“DHS”). TSA is the principal regulator of security in aviation. This includes security in commercial air transportation and at airports. Because of the type of aircraft that we operate and because we operate under Part 135, our passengers undergo security screening by Premier. We are required to have twelve-five standard security program which is reviewed and accepted by TSA. TSA may require us to make certain updates to our security program from time to time. Because of security considerations, we are prohibited from disclosing the contents of our program.

Customs and Border Protection (“CBP”), also an agency of DHS, is the principal regulator of customs and immigration matters. CBP also enforces certain public health matters affecting the aviation industry. When our operations include an international flight, we must provide CBP with an advance disclosure of passenger information, facilitate CBP’s inspection of baggage, and help ensure the proper disposal of any foreign-originating refuse on the aircraft. CBP also oversees entry and clearance into the U.S. This includes importing a foreign-based aircraft into the U.S. for purchase, issuing international arrival clearances for landing in the U.S., and issuing overflight permits for certain international flight arrivals.

The Occupational Safety and Health Administration (“OSHA”) is the principal federal regulator of safety in the workplace. OSHA governs safety requirements in our aircraft maintenance operations. For example, employees may be required to wear a safety harness and certain personal protective equipment when performing maintenance-related tasks.

Most airports where we operate are owned and operated by state and local government entities. These airport authorities have the right to impose certain safety, security, and other regulations so long as they do not conflict with federal law. Airport authorities also have extensive property rights that empower them to impose conditions on airport facility use and airport property and building leases, including passenger facility charges and related fees. Airports that accept federal funds are required to adhere to certain grant assurance requirements (contracts) with the federal government. Airport tenants are required to adhere to certain grant assurance requirements, and sometimes terms in airport lease agreements are less favorable than would be customary for real estate or other transactions outside of an airport environment.

Privacy and Data Protection

As part of our day-to-day business operations and the services we provide, including through our website and mobile application, we receive collect, store, process, transmit, share, and use various kinds of personal information pertaining to our employees, members and other travelers, aircraft owners and buyers, and business partners. A variety of federal, state, local, and foreign laws and regulations apply, or could in the future apply as our business grows and expands, to our processing of that personal information, depending on the nature of the information we process and the locations of the individuals to whom it pertains, among other factors.

These laws and regulations are continually evolving and are subject to potentially differing interpretations, including as to their scope and applicability to our business. They may include, but are not limited to, comprehensive consumer privacy and data protection laws such as the California Consumer Privacy Act of 2018 and the European Union’s General Data Protection Regulation and state data security and data breach notification laws that apply to certain sensitive categories of personal information, such as government-issued identification numbers and personal financial and health information.

When and to the extent these laws and regulations apply they can impose a range of obligations on our business. Those obligations can include, among other requirements, providing individuals with privacy notices and giving them an opportunity to opt in or out of our processing or sharing of their personal information; offering, and fulfilling individuals’ requests to exercise, various rights with respect to our use, disclosure, and retention of the personal information we maintain; implementing physical, technical, and organizational security measures to safeguard personal information; and notifying individuals and regulatory authorities in the event personal information is subject to unauthorized access or disclosure. Violations of these laws and regulations can give rise to enforcement actions by governmental agencies, and to private lawsuits for damages and other forms of relief.

Human Capital

As of December 31, 2025, the Company had a total of 49 employees who are located in the United States. Employees in the U.S. receive health benefits on a cost-sharing basis.

Recent Developments

Merger

On February 16, 2024, Premier Holdings entered into an Agreement and Plan of Merger (the “Merger Agreement”) among Premier, Premier Air Charter Merger Sub, Inc. (“Merger Sub”) and TIPP Aviation, LLC, the sole shareholder of Premier (“TIPP”). Under the terms of the Merger Agreement, Altair exchanged 85% of its shares of common stock for all issued and outstanding shares of Premier common stock and Merger Sub was merged into Premier (the “Merger”).

On March 5, 2025, the Premier Holdings, Premier, Merger Sub and TIPP entered into an Amended Merger Agreement amending various procedural items of the Merger Agreement (the “Amended Merger Agreement”).

On March 11, 2025, the Merger closed whereby Merger Sub merged with and into Premier with Merger Sub ceasing to exist, Premier becoming a wholly owned subsidiary of Premier Holdings and Premier Holdings issuing TIPP 237,871,049 shares of common stock. The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368 of the Internal Revenue Code of 1986, as amended.

Changes in Executive Officers and Directors

On the close of business on March 11, 2025, Leonard Lovallo resigned as an executive officer and director of Premier Holdings. The resignation of Mr. Lovallo was not the result of any disagreement with Premier Holdings on any matter relating to the Premier Holdings’ operations, policies, practices, or otherwise. The Board approved and accepted the resignations.

On March 11, 2025, Sandra J. DiCicco Bonar was appointed as Chairman of the Board of Directors of the Premier Holdings, and Vincent Monteparte, Ross David Gourdie and Amy Scannell were appointed members of the Board of Directors. Further, Ms. DiCicco Bonar was appointed to serve as the Premier Holdings’ Chief Executive Officer and Mr. Gourdie was appointed as the Premier Holdings’ President, Secretary and Treasurer.

On May 7, 2025, Sandra J. DiCicco Bonar resigned as Chairman and Vincent Monteparte was appointed as the new Chairman of Premier Holdings.

Change in Fiscal Year

On March 11, 2025, the Board approved a change in fiscal year end of the Premier Holdings from March 31st to December 31st.

The Board’s decision to change the fiscal year end was related to the Merger Agreement and the closing of the acquisition of Premier. As a result of the Merger and the other transactions contemplated thereunder, Premier is now a wholly owned subsidiary of the Premier Holdings. Premier’s financial statements will survive and become the post-transaction company's financial statements and the fiscal year end of Premier is December 31st; therefore, the Board approved the change in the Premier Holdings’ fiscal year end.

ITEM 1A. RISK FACTORS

WeAn ~~are~~investment in our securities involves a ~~smaller~~high degree ~~reporting~~of ~~company~~risk. asYou ~~defined~~should bycarefully ~~Rule~~consider the risks described below before making an investment decision. Our business, prospects, ~~12b-2~~financial ofcondition, ~~the~~or ~~Securities~~operating ~~Exchange~~results ~~Act~~could be harmed by any of ~~1934~~these ~~and~~risks, as ~~such,~~well ~~are~~as other risks not ~~required~~currently known to ~~provide~~us ~~the~~or ~~information~~that we ~~under~~currently ~~this~~consider ~~Item~~immaterial. The trading price of our securities could decline due to any of these risks, and, as a result, you may lose all or part of your investment.

~~Item~~In 1Bthe course of conducting our business operations, we are exposed to a variety of risks. ~~UNRESOLVED~~These ~~STAFF~~risks ~~COMMENTS~~are generally inherent to the private commercial aviation industry. Any of the risk factors we describe below have affected or could materially adversely affect our business, financial condition and results of operations. The market price of shares of our Common Stock could decline, possibly significantly or permanently, if one or more of these risks and uncertainties occurs. Some statements in this Annual Report on Form 10-K, including statements in the following risk factors constitute forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements,” at the beginning of this Annual Report on Form 10-K.

~~None~~We will need additional capital to fund our operations, which, if obtained, could result in substantial dilution or significant debt service obligations. We may not be able to obtain additional capital on commercially reasonable terms, which could adversely affect our liquidity and financial position.

In order to continue operating, we may need to obtain additional financing, either through borrowings, private placements, public offerings, or some type of business combination, such as a merger, or buyout, and there can be no assurance that we will be successful in such pursuits. We may be unable to acquire the additional funding necessary to continue operating. Accordingly, if we are unable to generate adequate cash from operations, and if we are unable to find sources of funding, it may be necessary for us to sell one or more lines of business or all or a portion of our assets, enter into a business combination, or reduce or eliminate operations. These possibilities, to the extent available, may be on terms that result in significant dilution to our shareholders or that result in our shareholders losing all of their investment in our Company.

We require significant capital in relation to our Premier operations, including continuing access to credit markets, to operate our current business and fund our growth strategy. The expansion of our business and pursuit of acquisitions or other business opportunities may require significant amounts of capital. Access to credit markets and pricing of our capital is dependent upon maintaining sufficient credit ratings from credit rating agencies. Sufficient credit ratings allow us to access cost competitive tier one commercial paper markets. If we are unable to maintain sufficiently high credit ratings, access to these commercial paper and other debt markets and costs of borrowings could be adversely affected. If we are unable to generate sufficient cash flow or maintain access to adequate external financing, including as a result of significant disruptions in the global credit markets, it could restrict our current operations and our growth opportunities. We manage this risk with constant monitoring of credit/liquidity metrics, cash forecasting, and routine communications with credit rating agencies regarding risk management practices.

If we need to raise additional capital, we do not know what the terms of any such capital raising would be. In addition, any future sale of our equity securities could dilute the ownership and control of your shares and could be at prices substantially below prices at which our shares currently trade. We may seek to increase our cash reserves through the sale of additional equity or debt securities. The sale of convertible debt securities or additional equity securities could result in additional and potentially substantial dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity. In addition, our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. Any failure to raise additional funds on favorable terms could have a material adverse effect on our liquidity and financial condition.

Geopolitical Conflicts in the Middle East, Including the War in Iran, Could Materially Increase Jet Fuel Prices and Adversely Affect Our Business, Financial Condition and Results of Operations.

The ongoing war in Iran and associated geopolitical tensions in the Middle East pose significant risks to our air charter operations. Iran is a major global oil producer, and any escalation, prolongation or expansion of the conflict has the potential to disrupt crude-oil production, refining capacity and transportation infrastructure in the region. Such disruptions historically have caused, and could continue to cause, sharp and sustained increases in the price of crude oil and, by extension, jet fuel, which constitutes one of the largest variable costs in our business.

A material rise in jet-fuel prices would directly increase our operating expenses. We may be unable to pass these cost increases on to customers in the form of higher charter rates without adversely affecting demand for our private-aviation services, particularly from price-sensitive corporate and leisure clients. Even partial pass-throughs could reduce the competitiveness of our offerings relative to other charter providers or alternative travel options. In addition, sustained high fuel prices could compress our margins, impair our cash flow and liquidity, and require us to curtail flight operations or delay fleet maintenance and expansion plans.

Beyond fuel costs, the war in Iran and related regional instability may trigger secondary effects that further harm our business, including:

	·	heightened volatility in global financial and commodity markets;
	·	increased aviation-insurance premiums and deductibles;
	·	potential restrictions on airspace or routing over or near conflict zones;
	·	supply-chain disruptions for aircraft parts and maintenance services; and
	·	broader macroeconomic uncertainty that reduces business and high-net-worth travel demand.

We cannot predict the duration, scope or ultimate resolution of the war in Iran or its full impact on energy markets or the aviation industry. Any prolonged disruption or material escalation could have a material adverse effect on our revenues, profitability, cash flows and overall financial condition. Our risk-mitigation strategies, including fuel-hedging programs (if and when implemented), may prove insufficient to offset these risks.

The private aviation industry is subject to competition.

Many of the markets in which we operate are competitive as a result of the expansion of existing private aircraft operators, expanding private aircraft ownership, and alternatives such as luxury commercial airline service. We compete against a number of private aviation operators with different business models, and local and regional private operators. Factors that affect competition in our industry include price, reliability, safety, regulations, professional reputation, aircraft availability, equipment and quality, consistency and ease of service, willingness and ability to serve specific airports or regions, and investment requirements. There can be no assurance that our competitors will not be successful in capturing a share of our present or potential customer base. The materialization of any of these risks could adversely affect our business, financial condition, and results of operations.

The supply of pilots to the airline industry is limited and may negatively affect our operations and financial condition. Increases in our labor costs, which constitute a substantial portion of our total operating costs, may adversely affect our business, results of operations, and financial condition.

Our pilots are subject to stringent pilot qualification and crew member flight training standards (“FAA Qualification Standards”), which among other things require minimum flight time for pilots and mandate strict rules to minimize pilot fatigue. The existence of such requirements effectively limits the supply of qualified pilot candidates and increases pilot salaries and related labor costs. A shortage of pilots would require us to further increase our labor costs, which would result in a material reduction in our earnings. Such requirements also impact pilot scheduling, work hours, and the number of pilots required to be employed for our operations.

Due to an industry-wide shortage of qualified pilots, driven by the flight hours requirements under the FAA Qualification Standards and attrition resulting from the hiring needs of other industry participants, pilot training timelines have significantly increased and stressed the availability of flight simulators, instructors, and related training equipment. Future changes to FAA regulations and requirements could also prohibit or materially restrict our ability to train pilots in-house. As a result of the foregoing, the training of our pilots might not be accomplished in a cost-efficient manner or in a manner timely enough to support our operational needs.

Due to the flexibility on the types of aircraft and routes we offer, we might not have access to a qualified pilot at the departure location for a particular flight. We rely on commercial airlines to fly our pilots to the departure location when our pilots come onto a work rotation or when there is a grounded aircraft or other maintenance event where there is a need for a pilot to switch planes. Any disruption to such commercial airline activity may cause us to delay or cancel a flight and could adversely affect our reputation, business, results of operation, and financial condition. Aviation businesses are often affected by factors beyond their control including: air traffic congestion at airports; airport slot restrictions; air traffic control inefficiencies; increased and changing security measures; changing regulatory and governmental requirements; new or changing travel-related taxes; any of which could have a material adverse effect on our business, results of operations, and financial condition.

Pilot attrition may negatively affect our operations and financial condition.

We may experience volatility in our attrition, including volatility resulting from training delays, pilot wage and bonus increases at other industry participants, and the growth of cargo, low-cost, and ultra-low-cost airlines. In prior periods, these factors, at times, caused our pilot attrition rates to be higher than our ability to hire and retain replacement pilots. If our attrition rates are higher than our ability to hire and retain replacement pilots, our operations and financial results could be materially and adversely affected.

We may be subject to unionization, work stoppages, slowdowns, or increased labor costs and the unionization of our pilots, maintenance workers, and inflight crewmembers could result in increased labor costs.

Our business is labor intensive and while our employees, particularly our pilots and our maintenance workers, are not currently represented by labor unions, we may, in the future, experience union organizing activities of our pilots, maintenance workers, or other crewmembers. Such union organization activities could lead to work slowdowns or stoppages, which could result in loss of business. In addition, union activity could result in demands that may increase our operating expenses and adversely affect our business, financial condition, results of operations, and competitive position. Any of the different groups or classes of our crewmembers could unionize at any time, which would require us to negotiate in good faith with the crew member group’s certified representative concerning a collective bargaining agreement. In addition, we may be subject to disruptions by unions protesting the non-union status of our other crewmembers. Any of these events would be disruptive to our operations and could harm our business.

We depend on our executive officers, the loss of whom could materially harm our business.

We rely upon the accumulated knowledge, skills and experience of our executive officers, significant employees and expertise of our hired consultants. Our executive officers, significant employees and hired consultants have significant experience in aviation industry. If they were to leave us or become incapacitated, we might suffer in our planning and execution of business strategy and operations, impacting our brand and financial results. We also do not maintain any key man life insurance policies for any of our employees.

Significant reliance on certain third-party aircraft engine manufacturers and engine management companies poses risks to our owned and leased aircraft and operations.

As part of our business strategy, we have historically relied on aircraft engines manufactured by Rolls Royce, General Electric, and Williams International to power substantially all of our owned and leased aircraft. If any of these engines fail to adequately fulfill their obligations towards us or experience interruptions or disruptions in production or provision of services due to, for example, bankruptcy, natural disasters, labor strikes, or disruption of its supply chain, we may experience a significant delay in the delivery of or fail to receive previously ordered aircraft engines and parts, which would adversely affect our revenue and profitability and could jeopardize our ability to meet the demands of our program participants.

We have entered into engine program agreements with various third-party providers, whom we rely on to provide engine related maintenance and services. If such third-party providers terminate their contracts with us, do not provide timely or consistently high-quality service, or increase pricing to terms we do not believe to be reasonable, we might not be able to replace them in a cost-efficient manner or in a manner timely enough to support our operational needs, which could have a material adverse effect on our business, financial condition, and results of operations.

We are exposed to operational disruptions due to maintenance.

Our fleet requires regular maintenance work, which may cause operational disruption. Our inability to perform timely maintenance and repairs can result in our aircraft being underutilized which could have an adverse impact on our business, financial condition, and results of operations. On occasion, airframe manufacturers and/or regulatory authorities require mandatory or recommended modifications to be made across a particular fleet which may mean having to ground a particular type of aircraft. This may cause operational disruption to and impose significant costs on us. Furthermore, our operations in remote locations, where delivery of components and parts could take a significant period of time, could result in delays in our ability to maintain and repair our aircraft. We often rely on commercial airlines to deliver such components and parts. Any such delays may pose a risk to our business, financial condition, and results of operations. Moreover, as our aircraft base increases and our fleet ages, our maintenance costs could potentially increase. Additionally, certain parts may no longer be produced and adversely affect our ability to perform necessary repairs.

Significant increases in fuel costs could have a material adverse effect on our business, financial condition, and results of operations.

Fuel is essential to the operation of our aircraft and to our ability to carry out our transport services. Fuel costs are a significant component of our operating expenses. A significant increase in fuel costs may negatively impact our revenue, operating expenses, and results of operations. The majority of our contractual service obligations allow for rate adjustments to account for changes in fuel prices. Wholesale rates are non-contractual, so rates are adjusted on an ad hoc basis. Given our contractual ability to pass on increased fuel costs, in whole or in part, to certain of our customers and mitigate the risk with others, we do not maintain hedging arrangements for the price of fuel. However, increased fuel surcharges may affect our revenue and retention if a prolonged period of high fuel costs occurs. A significant increase in fuel costs where we contractually have fixed rates could have a material adverse effect on our business, financial condition, and results of operations in the interim until we are able to make such jet fuel rate adjustments.

In addition, potential increased environmental regulations that might require new fuel sources (e.g., sustainable aircraft fuel) could lead to increased costs. To the extent there is a significant increase in fuel costs that affects the amount our customers choose to fly with us, it may have a material adverse effect on our business, financial condition, and results of operations.

Our insurance may become too difficult or expensive to obtain. If we are unable to maintain sufficient insurance coverage, it may materially and adversely impact our results of operations and financial position.

Hazards are inherent in the aviation industry and may result in loss of life and property, potentially exposing us to substantial liability claims arising from the operation of aircraft. We carry insurance for aviation hull, aviation liability, premises, hangar keepers, product, war risk, general liability, workers compensation, and other insurance customary in the industry in which we operate. Insurance underwriters are required by various federal and state regulations to maintain minimum levels of reserves for known and expected claims. However, there can be no assurance that underwriters have established adequate reserves to fund existing and future claims. The number of accidents, as well as the number of insured losses within the aviation and aerospace industries, and the impact of general economic conditions on underwriters may result in increases in premiums above the rate of inflation. To the extent that our existing insurance carriers are unable or unwilling to provide us with sufficient insurance coverage, and if insurance coverage is not available from another source (for example, a government entity), our insurance costs may increase and may result in our being in breach of regulatory requirements or contractual arrangements requiring that specific insurance be maintained, which may have a material adverse effect on our business, financial condition, and results of operations.

Aviation businesses are often affected by factors beyond their control including: air traffic congestion at airports; airport slot restrictions; air traffic control inefficiencies; increased and changing security measures; changing regulatory and governmental requirements; new or changing travel-related taxes; any of which could have a material adverse effect on our business, results of operations and financial condition.

Like other aviation companies, our business is affected by factors beyond our control, including air traffic congestion at airports, airport slot restrictions, air traffic control inefficiencies, increased and changing security measures, changing regulatory and governmental requirements, and/or new or changing travel-related taxes. Factors that cause flight delays frustrate passengers, increase operating costs, and decrease revenues, which in turn could adversely affect profitability. Any general reduction in flight volumes could have a material adverse effect on our business, results of operations, and financial condition. In the United States, the federal government singularly controls all U.S. airspace, and aviation operators are completely dependent on the FAA to operate that airspace in a safe, efficient, and affordable manner. The expansion of our business into international markets would result in a greater degree of interaction with the regulatory authorities of the foreign countries in which we may operate. The air traffic control system, which is operated by the FAA, faces challenges in managing the growing demand for U.S. air travel. U.S. and foreign air-traffic controllers often rely on outdated technologies that routinely overwhelm the system and compel aviation operators to fly inefficient, indirect routes resulting in delays and increased operational cost. In addition, there are currently proposals before Congress that could potentially lead to the privatization of the U.S. air traffic control system, which could adversely affect our business. Further, implementation of the Next Generation Air Transport System by the FAA would result in changes to aircraft routings and flight paths that could lead to increased noise complaints and lawsuits, resulting in increased costs.

The operation of aircraft is subject to various risks, and failure to maintain an acceptable safety record may have an adverse impact on our ability to obtain and retain customers.

The operation of aircraft is subject to various risks, including catastrophic disasters, crashes, mechanical failures, and collisions, which may result in loss of life, personal injury, and/or damage to property and equipment. We may experience accidents in the future. These risks could endanger the safety of our customers, our personnel, third parties, equipment, cargo, and other property (both ours and that of third parties), as well as the environment. If any of these events were to occur, we could experience loss of revenue, termination of customer contracts, higher insurance rates, litigation, regulatory investigations and enforcement actions (including potential grounding of our fleet and suspension or revocation of our operating authorities), and damage to our reputation and customer relationships. In addition, to the extent an accident occurs with an aircraft we operate or charter, we could be held liable for resulting damages, which may involve claims from injured passengers and survivors of deceased passengers. There can be no assurance that the amount of our insurance coverage available in the event of such losses would be adequate to cover such losses, or that we would not be forced to bear substantial losses from such events, regardless of our insurance coverage. Moreover, any aircraft accident or incident, even if fully insured, and whether involving us or other private aircraft operators, could create a public perception that we are less safe or reliable than other private aircraft operators, which could cause our customers to lose confidence in us and switch to other private aircraft operators or other means of transportation. In addition, any aircraft accident or incident, whether involving us or other private aircraft operators, could also affect the public’s view of industry safety, which may reduce the amount of trust by our customers.

We incur considerable costs to maintain the quality of (i) our safety program, (ii) our training programs, and (iii) our fleet of aircraft. We cannot guarantee that these costs will not increase. Likewise, we cannot guarantee that our efforts will provide an adequate level of safety or an acceptable safety record. If we are unable to maintain an acceptable safety record, we might not be able to retain existing customers or attract new customers, which could have a material adverse effect on our business, financial condition, and results of operations. Failure to comply with regulatory requirements related to the maintenance of our aircraft and associated operations may result in enforcement actions, including revocation or suspension of our operating authorities in the United States and potentially other countries.

We are subject to significant governmental regulation and changes in government regulations imposing additional requirements and restrictions on our operations could increase our operating costs and result in service delays and disruptions.

All FAA certified air carriers, including us, are subject to regulation by the DOT, the FAA, and other governmental agencies, including the DHS, the TSA, the CBP, and others. The laws and regulations enforced by these and other agencies impose substantial costs on us, may reduce air travel demand, and also may restrict the manner in which we conduct our business now or in the future, resulting in a material adverse effect on our operations. In April 2024, the FAA issued a new rule that expanded the requirement for a safety management system to all certificate holders operating under FAA Part 135, which will likely increase our regulatory compliance costs. We also incur substantial costs in maintaining our current certifications and otherwise complying with the laws to which we are subject. An adverse decision by a federal agency may have a material adverse effect on our operations, such as an FAA decision to ground, or require time consuming inspections of or maintenance on, all or any of our aircraft. Our business may also be affected if government agencies shut down for any reason or if there is significant automation or another operational disruption, such as those attributed to Air Traffic Control or weather.

We are subject to various environmental and noise laws and regulations, which could have a material adverse effect on our business, results of operations, and financial condition.

We are subject to increasingly stringent federal, state, local, and foreign laws, regulations, and ordinances relating to the protection of the environment and noise, including those relating to emissions to the air, discharges (including storm water and de-icing fluid discharges) to surface and subsurface waters, safe drinking water, and the use, management, disposal, and release of, and exposure to, hazardous substances, oils, and waste materials.

We are subject to existing laws and regulations and might be subject to future laws and regulations that may have a direct effect (or indirect effect through our third-party relationships or airport facilities at which we operate) on our operations. Any such existing or future laws and regulations could have an adverse impact on our business, results of operations, and financial condition.

Similarly, we are subject to environmental laws and regulations that require us to investigate and remediate soil or groundwater to meet certain remediation standards. Under certain laws, generators of waste materials, and current and former owners or operators of facilities, can be subject to liability for investigation and remediation costs at locations that have been identified as requiring response actions. Liability under these laws may be strict, joint, and several, meaning that we could be liable for the costs of cleaning up environmental contamination regardless of fault or the amount of wastes directly attributable to us.

Environmental regulation and liabilities, including new or developing laws and regulations, or our initiatives in response to pressure from our stakeholders may increase our costs of operations and adversely affect us.

In recent years, governments, customers, suppliers, employees, and other of our stakeholders have increasingly focused on climate change, carbon emissions, and energy use. Laws and regulations that curb the use of conventional energy or require the use of renewable fuels or renewable sources of energy, such as wind or solar power, could result in a reduction in demand for hydrocarbon-based fuels such as oil and natural gas. In addition, governments could pass laws, regulations, or taxes that increase the cost of such fuels, thereby decreasing demand for our services and also increasing the costs of our operations. Other laws or pressure from our stakeholders may adversely affect our business and financial results by requiring, or otherwise causing, us to reduce our emissions, make capital investments to modernize certain aspects of our operations, purchase carbon offsets, or otherwise pay for our emissions. Such activity may also impact us indirectly by increasing our operating costs. More stringent environmental laws, regulations, or enforcement policies, as well as motivation to maintain our reputation with our key stakeholders, could have a material adverse effect on our business, financial condition, and results of operations

Risks Related to Ownership of Our Common Stock and Lack of Liquidity

As a smaller reporting company, we are exempt from certain disclosure requirements, which could make our Common Stock less attractive to the potential investors.

Rule 12b-2 of the Exchange Act defines a “smaller reporting company” as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:

	·	had a public float of less than $250 million as of the last business day of its most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; or
	·	in the case of an initial registration statement under the Securities Act, or the Exchange Act of 1934, as amended, which we refer to as the Exchange Act, for shares of its common equity, had a public float of less than $250 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or
	·	in the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition was zero, had annual revenues of less than $100 million during the most recently completed fiscal year for which audited financial statements are available.

As a smaller reporting company, we will not be required and may not include a Compensation Discussion and Analysis section in our proxy statements; we will provide only two years of financial statements; and we need not provide the table of selected financial data. We also will have other “scaled” disclosure requirements that are less comprehensive than issuers that are not smaller reporting companies which could make our Common Stock less attractive to potential investors, which could make it more difficult for our stockholders to sell their shares.

As a public company, we will incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.

As a public company, we have incurred significant legal, accounting and other expenses that we did not incur as a private company. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations have increased and will continue to increase our legal and financial compliance costs and will make some activities more time-consuming and costlier. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain directors’ and officers’ liability insurance, which could make it more difficult for us to attract and retain qualified members of our board of directors. We cannot predict or estimate the amount of additional costs we will incur as a public company or the timing of such costs.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures. In particular, we must perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. In addition, we will be required to have our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting the later of our second annual report on Form 10-K or the first annual report on Form 10-K following the date on which we are no longer an emerging growth company. Our compliance with Section 404 of the Sarbanes-Oxley Act will require that we incur substantial accounting expense and expend significant management efforts. We currently do not have an internal audit group, and we will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. If we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by the exchange we are listed on, the SEC or other regulatory authorities, which would require additional financial and management resources.

Our ability to successfully implement our business plan and comply with Section 404 requires us to be able to prepare timely and accurate financial statements. We expect that we will need to continue to improve existing, and implement new operational and financial systems, procedures and controls to manage our business effectively. Any delay in the implementation of, or disruption in the transition to, new or enhanced systems, procedures or controls, may cause our operations to suffer and we may be unable to conclude that our internal control over financial reporting is effective and to obtain an unqualified report on internal controls from our auditors as required under Section 404 of the Sarbanes-Oxley Act. This, in turn, could have an adverse impact on trading prices for our common stock, and could adversely affect our ability to access the capital markets.

The Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative, low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. The FINRA requirements may make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may have the effect of reducing the level of trading activity in our Common Stock. As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a stockholder’s ability to resell shares of our Common Stock.

Our stock price may be volatile.

The market price of our Common Stock has been highly volatile and could fluctuate widely in price in response to various potential factors, many of which will be beyond our control, including the following:

	·	services by us or our competitors;
	·	additions or departures of key personnel;
	·	our ability to execute our business plan;
	·	operating results that fall below expectations;
	·	loss of any strategic relationship;
	·	industry developments;
	·	economic and other external factors; and
	·	period-to-period fluctuations in our financial results.

In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our share price and trading volume could decline.

The trading market for our common stock will, to some extent, depends on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our shares or change their opinion of our shares, our share price would likely decline. If one or more of these analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

We do not intend to pay dividends for the foreseeable future, which could reduce the attractiveness of our stock to some investors.

We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. As a result, you may only receive a return on your investment in our common stock if the market price of our common stock increases. In addition, we may incur debt financing to further finance our operations, the governing documents of which may contain restrictions on our ability to pay dividends.

If our shares of Common Stock become subject to the penny stock rules, it would become more difficult to trade our shares.

The Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price per share of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If we do not obtain a listing on the NYSE American or NASDAQ Capital Market and if the price of our Common Stock is less than $5.00 per share, our Common Stock will be deemed a penny stock. The penny stock rules require a broker-dealer, before effecting a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that, before effecting any such transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive; (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our Common Stock, and therefore stockholders may have difficulty selling their shares.

Provisions in our articles of incorporation and bylaws and Nevada law may discourage, delay or prevent a change of control of our Company and, therefore, may depress the trading price of our stock.

Our articles of incorporation and bylaws contain certain provisions that may discourage, delay or prevent a change of control that our stockholders may consider favorable. These provisions:

	·	prohibit stockholder action to elect or remove directors by majority written consent;
	·	provide that the board of directors is expressly authorized to make, alter or repeal our bylaws;
	·	prohibit our stockholders from calling a special meeting of stockholders; and
	·	establish advance notice requirements for nominations for elections to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.

We may be subject to securities litigation, which is expensive and could divert management attention.

In the past companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could seriously hurt our business. Any adverse determination in litigation could also subject us to significant liabilities.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

ITEM 1C. CYBERSECURITY

WeRisk ~~use, store~~Management and process data for and about our customers, employees, partners and suppliers. We have implemented a cybersecurity risk management program that is designed to identify, assess, and mitigate risks from cybersecurity threats to this data, our systems and business operations.Strategy

~~Cyber~~The ~~Risk~~Company’s ~~Management~~cybersecurity risk management practices are intended to assess, identify and ~~Strategy~~manage risks from threats to the security of our information, systems, products and network. We have developed and implemented cybersecurity and data privacy processes and procedures that are informed by recognized cybersecurity frameworks and standards, including the National Institute of Standards and Technology (NIST) Cybersecurity Framework and International Organization for Standardization 27001 (ISO 27001) Framework. We use these frameworks, together with information collected from assessments, to tailor aspects of our cybersecurity and data privacy practices given the nature of our assets, operations and business. Key features of our cybersecurity and data privacy processes and procedures include the following:

~~Under the~~· ~~oversight~~Risk-based ofcontrols ~~the~~for ~~Board~~information ofsystems ~~Directors~~and ~~since~~information weon doour ~~not~~networks: ~~currently~~We ~~have~~seek to maintain an ~~Audit~~information ~~Committee~~technology infrastructure that implements controls that are tailored based on risk and designed to protect the confidentiality, weintegrity ~~have~~and ~~implemented~~access to our information systems and ~~maintain~~information astored ~~risk~~on ~~management program~~our ~~that~~networks, ~~includes~~including ~~processes~~member, ~~for~~customer ~~the~~and ~~systematic~~employee ~~identification~~information, ~~assessment~~intellectual property and proprietary information. We employ in-depth defense mechanisms throughout our enterprise, including, but not limited to, employee training, vulnerability management, multi-factor authentication, cybersecurity insurance and ~~treatment~~managed ofsecurity services to monitor, mitigate and/or prevent cybersecurity ~~risks~~incidents. ~~Our~~· ~~cybersecurity oversight~~Cybersecurity ~~and~~incident ~~operational~~management ~~processes~~and ~~are~~response: ~~integrated~~We ~~into~~have ~~our~~a ~~overall~~cybersecurity ~~risk~~incident ~~management~~response ~~processes,~~plan and ~~cybersecurity~~specified isteams ~~one~~to ofrespond ~~our~~to ~~designated risk~~cybersecurity ~~categories~~incidents. WeIf ~~implement~~a cybersecurity incident occurs or we identify a ~~risk~~vulnerability, our cross-~~based~~functional ~~approach~~teams tolead the ~~management~~initial assessment of ~~cyber~~priority ~~threats~~and severity, ~~supported~~and byexternal experts may also be engaged as appropriate. Our cybersecurity ~~technologies,~~teams ~~including automated~~assist ~~tools,~~in ~~designed~~responding to ~~monitor,~~incidents ~~identify,~~depending on severity levels and ~~address~~seek to improve our cybersecurity ~~risks.~~incident Inmanagement ~~support~~plan through periodic simulations of ~~this~~common ~~approach~~incidents. Further, we work closely with our ITexternal managed security ~~team~~services ~~implements processes~~experts to ~~assess,~~provide ~~identify,~~ongoing monitoring and ~~manage~~to ~~security~~augment ~~risks~~our internal cybersecurity team with incident management and response specialists. · Cybersecurity awareness and training: Our employees are required to ~~the~~complete ~~company~~security awareness training and a compliance course annually, ~~including~~which we believe helps our employees understand their information protection and cybersecurity responsibilities. We also provide additional training to certain employees in ~~the~~accordance ~~pillar~~with ~~areas~~member ofor ~~security~~customer requirements and ~~compliance~~regulatory obligations. Further, ~~application security~~we regularly communicate with employees about evolving cybersecurity trends through company-wide cybersecurity alerts, ~~infrastructure~~which ~~security~~heightens awareness of cybersecurity events that may be impacting our business, peers and ~~data privacy~~industry. ~~This~~· Our assessments of third parties: We have implemented a third-party risk management process that includes, ~~regular~~among ~~compliance~~other ~~and~~things, ~~critical~~periodic ~~system~~cybersecurity ~~access~~assessments ~~reviews~~on certain third parties on which we rely based on an assessment of their risk profile. InWe ~~addition~~also seek contractual commitments from third parties to satisfy our cybersecurity and data privacy requirements, we ~~conduct~~and ~~application~~require ~~security~~third parties to maintain their information technology systems and protect Premier’s information that is processed on their systems. · Third-party assessments, ~~vulnerability~~of ~~management~~Premier third-party cybersecurity companies to periodically assess our cybersecurity and data privacy processes and procedures, and to assist in identifying and remediating risks from cybersecurity threats. It is our goal to have third-party assessors regularly conduct penetration testing, ~~security~~and ~~audits~~measure our processes, procedures and ~~ongoing~~responses ~~risk~~against ~~assessments as~~industry ~~part~~standard frameworks. We will use the results of ~~our~~these ~~risk~~periodic ~~management~~assessments ~~process~~to implement programmatic changes and continuous improvements in alignment with business requirements, industry standards and regulatory requirements.

We ~~utilize third~~believe ~~parties~~our ~~and~~cybersecurity ~~consultants~~risk tomanagement ~~assist~~practices are inan ~~the~~important ~~identification~~part ~~and~~of ~~assessment~~our ofenterprise ~~risks~~risk management processes, ~~including~~which tomust ~~support~~be ~~tabletop~~continuously ~~exercises~~updated and toimproved. As of the date of ~~conduct~~this ~~security~~Annual ~~testing.~~Report, Wewe ~~utilize~~have ~~well-known~~not ~~cloud-based~~identified ~~technologies~~risks ~~and~~from ~~service~~cybersecurity ~~providers~~threats ~~such~~that ashave ~~Amazon~~materially ~~AWS,~~affected ~~Microsoft~~or ~~Office,~~are ~~and Google~~reasonably ~~enterprise~~likely to materially ~~provide~~affect ~~protection~~the ~~against~~Company, ~~cybersecurity~~including ~~threats~~our business strategy, results of operations or financial condition.

Further, we have processes in place to evaluate potential risks from cybersecurity threats associated with our use of third-party service providers that will have access to our data, including a review process for such providers’ cybersecurity practices, risk assessments, contractual requirement, and system monitoring.16

~~We continue to evaluate and enhance our systems, controls, and processes where possible, including in response to actual or perceived threats specific to us or experienced by other companies.~~Governance

~~Risks~~The Board and management each actively assess the ~~from~~Company’s cybersecurity ~~threats~~and ~~have~~data toprivacy ~~date~~risk ~~not~~management ~~materially~~practices ~~affected~~with usthe goal of being proactive rather than reactive. The Board regularly reviews the Company’s cybersecurity and data privacy risks, including our ~~business~~policies, ~~strategy~~controls and procedures for identifying, managing ~~results~~and mitigating such risks. The Board receives periodic reports from members of ~~operations~~management, orto ~~financial~~the ~~condition~~extent their relevant areas are impacted, regarding cybersecurity and data privacy measures and procedures, the identification of security gaps and compliance with applicable cybersecurity and data privacy regulations. T

~~ITEM~~Management 2is responsible for day-to-day monitoring of the prevention, detection, mitigation and remediation of cybersecurity incidents. ~~DESCRIPTION~~Our OFPresident, ~~PROPERTY~~who reports to our Chief Executive Officer, has primary oversight of material risks from cybersecurity threats. Mr. Gourdie has over 30 years of experience in the aviation industry. Originally from Scotland, UK, Mr. Gourdie moved with his family to San Diego in the summer of 2018. His aviation career started immediately after high school in 1989 when he made the decision to join the UK’s military and serve in the Royal Air Force for 10 years as an Avionics Technician. After leaving the military in 1999 he transitioned into commercial airlines. Since 2018, Mr. Gourdie has been involved in the management and development of Premier Air Charter.

WeITEM ~~do not own any real estate or other properties~~2. PROPERTIES

The Company has a month-to-month lease that expires on August 31, 2029 for its office, ramp and hanger space in Carlsbad, California at the County of San Diego, McClellan-Palomar Airport. The office and aircraft hangar space is approximately 3,000 and 2,500 square feet, respectively.

ITEM 3. LEGAL PROCEEDINGS

~~There~~From ~~are~~time noto ~~material claims~~time, ~~actions,~~we ~~suits,~~may be involved in legal proceedings, orarising ~~investigations~~in ~~that~~the ~~are~~ordinary ~~currently~~course ~~pending~~of ~~or,~~our tobusiness. ~~the~~Except ~~Company’s~~as ~~knowledge~~set forth below, ~~threatened~~we byare ornot ~~against~~currently ~~the~~a ~~Company~~party, orand ~~respecting its~~our ~~operations~~property oris ~~assets~~not subject to, orany byother ormaterial ~~against~~pending ~~any~~legal ofproceedings, ~~the~~other ~~Company’s~~than ~~officers,~~ordinary ~~directors,~~routine orlitigation ~~affiliates~~incidental to the business.

On May 31, 2024, Demeter Harvest Corp. (“Demeter”) and Premier filed a Petition and Demand against Empyreal Jet, Inc. in the district court located in Harris County, Texas (Cause No. 2024-34231/Court: 281 claiming Breach of Contract, Promissory Estoppel seeking damages over $200,000 but no more than $1,000,000.

On March 11, 2025, a former employee filed a General Civil Complaint for Damages against Premier and Innoworks Employment Services, Inc. in the Superior Court of the State of California for the County of San Diego, Central Division claiming retaliation and wrongful employment termination seeking general and special damages each in the amount of $35,000 as well as punitive and exemplary damages, reasonable attorney fees, interest and such other relief.

On December 17, 2024, the Company received a notice of investigation from the Federal Aviation Administration’s San Diego Flight Standards Office (“FSDO”). The investigation was the result of a safety complaint from a former employee. The investigation was a series of inquiries related to compliance with regulations related to corrective maintenance actions, to which the Company has responded to all requests. Premier has since implemented new policies and procedures to ensure such errors do not happen again. These new policies and procedures were provided to the FDSO January 2025. The Company has been working with the FSDO and is still awaiting the results of the investigation, which may include penalties against the Company. At the time of this filing, such amounts, if any, are not estimable.

On November 18, 2025, the Company filed a General Civil Complaint for Property Damage, Loss of Revenue, Civil Assault, Trespass to Chattel, Vandalism, and Intentional Infliction of Emotional Distress and Indemnity against Triumph Jets and Brandon Avila. Repair estimates are estimated at $53,495, in addition to a loss of revenue exceeding $75,000 due to grounding during repair time, as well as treble, punitive and exemplary damages, reasonable attorneys, interest and such other relief.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

517

PART II

Market Information

Our common shares are quoted on the ~~OTCQB~~OTCID Market under the symbol “~~ATAO~~PREM”. Trading in stocks quoted on the OTC Market 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 Market securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Market securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Market 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 ~~June~~December 2831, ~~2024~~2025, 31there were 280,~~975~~848,~~852~~293 issued and outstanding shares of common stock ~~were~~ held by 69 shareholders of record.

Dividend Policy

We have never paid any cash dividends and intend, for the foreseeable future, to retain any future earnings for the development of our business. Our Board of Directors will determine our future dividend policy on the basis of various factors, including our results of operations, financial condition, capital requirements and investment opportunities.

Recent Issuance of Unregistered Securities

~~During~~On ~~the year ended~~ March 3111, ~~2024~~2025, ~~EROP~~the ~~Enterprises~~Merger closed whereby Merger ~~LLC~~Sub ~~converted~~merged ~~$35,000~~with and $2into Premier with Merger Sub ceasing to exist,~~336~~ Premier becoming a wholly owned subsidiary of ~~principal~~the Company and ~~interest,~~the ~~respectively~~Company issuing TIPP, ~~into~~the 1former shareholder of Premier,~~749~~ 237,~~820~~871,049 shares of common stock. The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368 of the Internal Revenue Code of 1986, as amended.

During the year ended March 31, 2024, Thirty05 converted $25,000 and $2,772 of principal and interest, respectively, into 1,455,572 shares of common stock.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

ITEM 6. [Reserved]

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~The~~Management's ~~following~~Discussion ~~discussion~~and ~~should~~Analysis beof ~~read in conjunction~~Financial ~~with~~Condition ~~our~~and ~~financial~~Results ~~statements,~~of ~~including~~Operations ~~the~~of ~~notes~~Premier ~~thereto, appearing elsewhere in this annual report~~Holdings. For The ~~following~~Years ~~discussion~~Ended ~~contains forward-looking~~December ~~statements that reflect our plans~~31, ~~estimates~~2025 and ~~beliefs~~2024. 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.

You should read the following discussion and analysis in conjunction with our financial statements, including the notes thereto, included in this Report. Some of the information contained in this Report may contain forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1933, as amended (the “Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance, or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by the use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology.

These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that the projections included in these forward-looking statements will come to pass. Our actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. We undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

Going Concern and Liquidity

The Company’s financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, the realization of assets, and liquidation of liabilities in the normal course of business.

Premier Holdings incurred a net loss of $3,865,621 and $2,191,235 during the years ended December 31, 2025 and 2024, respectively. Although these losses were primarily the result of investments in aircraft and supporting operational infrastructure, these losses and limited working capital raise substantial doubt about our ability to continue as a going concern.

There can be no assurance that the Company will be successful in obtaining additional funding, or that the Company’s projections of its future working capital needs will prove accurate, or that any additional funding will be sufficient to continue operations in future years. In addition, support of the Company’s operations is dependent on receiving support from related parties which primarily consists of financial support for revenue and operating expenses.

We will be required to raise substantial capital to fund our capital expenditures, working capital, and other cash requirements. We will continue to rely on related parties and seek other financing to complete our business plans. The successful outcome of future financing activities cannot be determined at this time and there are no assurances that, if achieved, we will have sufficient funds to execute our intended business plan or generate positive operational results.

In addition to our current deficit, we may incur additional losses during the foreseeable future, until we are able to successfully execute our business plan. There is no assurance that we will be able to obtain additional financing through private placements and/or public offerings necessary to support our working capital requirements. To the extent that funds generated from any private placements and/or public offerings are insufficient, we will have to raise additional working capital through other sources, such as bank loans and/or financings. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms.

We are also incurring increased costs as a publicly traded company. As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the Securities and Exchange Commission, have required changes in corporate governance practices of public companies. These new rules and regulations have increased our legal and financial compliance costs and have made some activities more time-consuming and costly. We cannot predict or estimate the amount of additional costs we may incur as a result of being a public company or the timing of such costs.

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, 2024 Compared to the Year Ended March 31, 2023

Revenues

~~The~~Revenues ~~Company~~for ~~has~~the ~~not~~year ~~recognized~~ended December ~~any~~31, 2025, were $31,877,508 compared with revenue toof ~~date~~$20,751,139 during the year ended December 31, 2024, an increase of $11,126,369, or 53.6%.

This growth was driven primarily by strong performance in our core aircraft charter operations. Charter revenue rose by $11,785,580 year-over-year, reflecting higher flight hours, increased aircraft / utilization of our fleet, expanded client demand for luxury private aviation services, and targeted marketing efforts within our broker / retail customer base. The company continues to benefit from robust demand in the private aviation sector.

The overall increase was partially helped in other revenue streams associated with a strategic transition in our business model. Specifically:

	·	Maintenance revenue decreased by $639,127, as we ramped up third-party maintenance services.

	·	Aircraft management fees declined due to the shift from contracted managed aircraft to a leased aircraft model. Under the new structure, the Company now directly controls and operates the aircraft and allows a greater share of the charter revenue generated by the fleet.

This transition is expected to enhance the Company’s long-term profitability and operational flexibility by aligning revenue more closely with flight activity and reducing reliance on lower-margin management and maintenance services. As a result, a larger portion of our revenue is now derived from higher-margin charter operations.

The Company anticipates that continued growth in charter demand, combined with the benefits of our optimized fleet strategy, will support further revenue expansion.

Cost of Revenues

Cost of revenues for the year ended December 31, 2025, was $28,486,993, compared to cost of revenues of $18,356,827 during the year ended December 31, 2024, an increase of $10,130,166, or 55.2%.

The increase in cost of revenues for the year ended December 31, 2025 was primarily driven by two factors related to the Company’s fleet expansion and optimization strategy:

• Higher costs associated with grounded aircraft undergoing scheduled and unscheduled maintenance, which temporarily reduced aircraft availability for charter operations while incurring ongoing fixed and variable maintenance expenses.

• Operating costs of newly acquired aircraft incurred prior to these aircraft generating meaningful charter revenue. These pre-revenue costs included crew training, initial positioning, insurance, hangar fees, and other preparatory operating expenses.

• Engine reserve costs increased as more flight hours were utilized during the year.

These additional costs were incurred in support of the Company’s long-term growth initiatives, including fleet modernization. As these aircraft become fully operational and integrated into our charter fleet, the Company expect improved utilization and contribution to higher-margin revenue in future periods.

Operating Expenses

~~Mining~~Operating ~~and exploration~~ expenses for the year ended ~~March~~ December 31, ~~2024,~~2025 ~~was~~were $06,085,952 compared to operating expenses of $103,~~890~~545,662 ~~for~~during the year ended ~~March~~December 31, ~~2023~~2024, aan ~~decrease~~increase of $102,~~890. The Company’s mining~~540,290, ~~and~~or ~~exploration expenses have decreased to $0 in the current period as the Company looks for new opportunities~~71.6%.

~~Compensation~~The ~~expense~~increase –in ~~related~~Operating ~~party~~ Expenses for the year ended ~~March~~December 31, ~~2024,~~2025 was ~~$48,000~~driven ~~compared~~primarily by higher facility rent and consulting fees. Facility rent rose due to ~~$318,000~~expanded ~~for~~office and hangar space required to support our growing fleet and operations following the ~~year~~transition ~~ended~~to ~~March~~a ~~31,~~leased ~~2023~~aircraft model. ~~The~~Consulting fees increased as the Company ~~incurs~~engaged ~~compensation~~external advisors for strategic initiatives, public filings, fleet optimization, regulatory compliance, ~~expense~~and support for ~~its~~business ~~CEO.~~expansion Inin the ~~prior~~premium ~~period~~private weaviation ~~recognized~~sector. The Company also incurred $~~102~~428,~~000~~998 ofin ~~stock~~rent ~~compensation~~ expense ~~from~~associated with ~~shares~~holdover ~~issued~~costs for ~~services~~engine overhauls.

~~Director~~These ~~compensation~~higher ~~expense~~costs ~~for~~reflect ~~the~~investments ~~year~~in infrastructure ~~ended~~and ~~March~~expertise ~~31,~~necessary ~~2024,~~to ~~was~~scale ~~$33,600~~charter ~~compared~~operations toand ~~$32,500~~improve ~~for~~long-term ~~the~~efficiency. ~~year~~Despite ~~ended~~the ~~March~~percentage 31increase, ~~2023,~~operating anexpenses remain ~~increase~~well-controlled ofrelative ~~$1,100~~to ORthe 353.46%. Werevenue ~~compensate our~~growth ~~director,~~achieved ~~Ramzi~~in ~~Khoury,~~the ~~$2,500 per month~~year.

~~General~~Loss ~~and~~from administrative expense (“G&A”) for the year ended March 31, 2024, was $99,578 compared to $96,150 for the year ended March 31, 2023, an increase of $3,428 or 3.6%. In the current period are larger expenses were for professional fees of $44,700 and expenses related to being a public company of 17,966. In the prior period are larger expenses were for professional fees of $43,096 and other outside services of $52,000.Operations

~~Other~~Loss ~~Expense~~from operations for the year ended December 31, 2025 was $2,695,437 compared to net loss from operations of $1,151,350 for the year ended December 31, 2024, an increase of $1,544,087, or 134.1%.

~~Total~~The ~~other~~operating ~~expense~~loss ~~for~~in ~~the~~2025 ~~year~~was ~~ended~~primarily ~~March 31, 2024,~~driven ~~was~~by ~~$217,707~~costs ~~consisting~~associated ofwith ~~$125,169~~grounded ofaircraft ~~interest~~undergoing ~~expense~~maintenance, ~~which~~engine ~~includes~~reserve ~~$110,920~~expenses ofand ~~debt~~operating ~~discount~~expenses ~~amortization, a gain~~ for ~~the~~newly ~~change~~acquired aircraft inincurred ~~fair~~prior ~~value~~to ofthese ~~derivatives~~aircraft ofgenerating ~~$120,069,~~meaningful acharter ~~loss~~revenue. onThese ~~settlement~~included ofscheduled ~~debt~~and ofunscheduled ~~$205~~maintenance,~~737,~~ acrew ~~loss~~training, positioning onflights, ~~issuance of debt of $10~~insurance,~~872~~ and aother ~~gain~~preparatory ~~on conversion of debt of $4,002~~costs.

~~Total~~Despite ~~other~~these ~~expense~~temporary ~~for~~headwinds, the year ~~ended March 31, 2023,~~-over-year ~~was~~reduction ~~$1,292,809,~~in ~~consisting~~operating ofloss ~~$195,528~~reflects ofstrong ~~interest~~revenue ~~expense,~~growth ~~which includes $184,389~~ of ~~debt~~53.6% ~~discount~~and ~~amortization,~~improved agross ~~loss~~profit oncontribution ~~the~~from ~~change~~higher-margin charter inoperations. ~~the~~The ~~fair~~strategic ~~value~~transition, ofcombined ~~derivative~~with offleet $1expansion,~~003,598~~ ~~and~~continued ato ~~loss~~pressure onnear-term ~~the~~results ~~issuance~~but ofis ~~convertible~~expected ~~debt~~to ~~of $138,127. Our losses were offset by a~~drive ~~gain~~better onaircraft ~~the~~utilization, ~~settlement~~operating ofleverage, ~~debt~~and ofreduced ~~$6,000,~~losses ~~and~~in afuture ~~gain~~periods onas ~~conversion~~the ofexpanded ~~debt~~fleet ofbecomes ~~$38,444~~fully productive.

~~Net~~Other ~~Loss~~(Income) Expense

~~Net~~Other ~~loss~~(income) expenses for the year ended ~~March~~ December 31, ~~2024,~~2025 was $~~398~~1,~~885~~170, in184 ~~comparison~~compared to a$1,039,885 ~~net~~for ~~loss~~the year ended December 31, 2024, an increase of $1130,~~750~~299,~~349~~ ~~for~~or 12.5%. The other expenses incurred in the year ended ~~March~~December 31, ~~2023~~2025 are primarily attributable interest expense related to aircraft leases and additional debt.

7Net Income (Loss)

~~LIQUIDITY~~Net ~~AND~~income ~~CAPITAL~~(loss) ~~RESOURCES~~was $(3,865,621) and $(2,191,235) for the year ended December 31, 2025 and 2024, respectively. The loss incurred in the year ended December 31, 2025 was driven primarily by higher facility rent and consulting fees as well as an increase in interest expense related to aircraft leases and additional debt.

Cash ~~flow used in Operating Activities.~~Flows

We have not generated positive cash flows from operating activities. During the year ended March 31, 2024, the Company used $117,099 of cash for operating activities compared to $142,020 of cash for operating activities in the prior period.

	Year Ended
	December 31,
	2025			2024
Net cash provided by operating activities	$	1,152,792		$	3,089,157
Net cash used in investing activities		(2,815,068	)		(928,554	)
Net cash used financing activities		1,650,223			(2,065,246	)
Net change in cash during the period, before effects of foreign currency	$	(213,175	)	$	95,357

~~Cash flow used in Investing Activities.~~21

WeCash ~~had no cash~~ flow from ~~investing~~Operating ~~activity during the years ended March 31, 2024 and 2023.~~Activities

During the year ended December 31, 2025, the Company incurred a loss of $3,865,621. This negative impact to cash was offset by an $2,738,371 increase in accounts receivable, and a $1,586,559 increase in accounts payable, providing a net positive cash flow from operations of $1,152,792.

Cash flow from Investing Activities

During the year ended December 31, 2025, the Company used $2,815,068 of cash primarily investing in $2,551,611 in aircraft assets and $263,457 in engine reserves.

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~~December 31, ~~2024~~2025, the Company received $921,~~500~~650,223 ofin cash ~~from~~ of financing ~~activities.~~activity ~~During~~primarily ~~the~~from ~~year~~related ~~ended~~party ~~March~~long ~~31,~~term ~~2023, the Company received $150,000 of cash from financing activities~~debt.

~~PLAN~~Off-Balance OFSheet ~~OPERATION AND FUNDING~~Arrangements

We ~~expect~~have ~~that~~no ~~working~~significant ~~capital~~off-balance ~~requirements~~sheet arrangements ~~will~~that ~~continue~~have toor beare ~~funded~~reasonably ~~through~~likely to have a ~~combination~~current ofor ~~our~~future ~~existing~~effect ~~funds,~~on ~~advances~~our ~~from~~financial ~~shareholders~~condition, ~~and~~changes ~~further~~in ~~issuances~~financial ofcondition, ~~securities.~~revenues ~~Our~~or ~~working~~expenses, ~~capital~~results ~~requirements~~of ~~are~~operations, ~~expected~~liquidity, tocapital ~~increase~~expenditures inor ~~line~~capital ~~with~~resources ~~the~~that ~~growth~~are ofmaterial ~~our~~to ~~business~~stockholders.

~~Existing~~Liquidity ~~working capital, further advances~~ and ~~debt~~Capital 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.Resources

At December 31, 2025, the Company had current assets of $3,727,772 and current liabilities of $16,333,220 compared with current assets of $997,117 and current liabilities of $5,358,619 at December 31, 2024. The continuation of the Company as a going concern is dependent upon generating additional charter revenue growth by improving current aircraft fleet charter operations, and obtaining cost effective financing to invest in additional charter aircraft.

Future Financings

We will continue to rely on related parties, equity sales of our common shares or debt financing arrangements in order to continue to fund our business operations. Issuance 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

Refer to ~~Note~~our 2Premier ofHoldings ~~our~~audited financial statements ~~contained elsewhere~~for inthe ~~this~~years ~~Form~~ended ~~10-K~~December ~~for~~31, a2025, ~~summary~~and of2024 ~~our~~financial ~~critical~~statements ~~accounting~~for ~~policies~~a ~~and~~full ~~recently~~discussion ~~adopted~~of ~~and~~our ~~issued~~critical accounting ~~standards~~policies.

~~ITEM~~Revenue ~~7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Recognition

WeThe ~~are~~Company generates revenue primarily from charter services, aircraft management fees, and maintenance services. Revenue is recognized when control of the promised services is transferred to the customer, which generally occurs at a ~~smaller~~point in time as charter services are completed. The application of revenue recognition guidance requires significant judgment, particularly in determining the appropriate timing of revenue recognition for charter flights that may span reporting ~~company~~periods, identifying performance obligations in arrangements that include multiple services, and assessing whether the Company is acting as ~~defined~~a byprincipal ~~Rule~~or an agent in certain transactions. Changes in these judgments could materially impact the timing and ~~12b-2~~amount of revenue recognized. For example, changes in the ~~Securities~~assessment ~~Exchange~~of ~~Act~~performance obligations or the timing of ~~1934~~service ~~and~~delivery ~~are~~could result ~~not~~in ~~required~~revenue being recognized in different reporting periods. Refer to ~~provide~~Note 2 – Summary of Significant Accounting Policies in the ~~information~~consolidated ~~under~~financial ~~this~~statements ~~item~~for additional information.

822

~~ITEM~~Accounts 8.Receivable ~~FINANCIAL~~and ~~STATEMENTS~~Allowance ~~AND~~for ~~SUPPLEMENTARY DATA~~Credit Losses

~~ALTAIR~~Accounts ~~INTERNATIONAL~~receivable ~~CORP~~represent amounts due from customers for services provided and are recorded net of an allowance for expected credit losses. As of December 31, 2025, the Company had accounts receivable of approximately $2,902,173 million, net of an allowance of approximately $1,568,030 million. The allowance for credit losses is based on management’s estimate of expected losses over the life of the receivables and requires significant judgment. In developing this estimate, management considers historical collection experience, the creditworthiness of customers, the aging of receivables, current and forward-looking economic conditions, and the concentration of credit risk among key customers. Given the significant increase in accounts receivable and the related allowance during 2025, this estimate is particularly sensitive to changes in assumptions regarding customer collectability. A deterioration in customer financial condition or changes in economic conditions could result in higher expected credit losses and increased expense in future periods. Refer to Note 2 – Summary of Significant Accounting Policies for additional details.

~~INDEX~~Maintenance ~~TO FINANCIAL STATEMENTS~~Reserves

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of March 31, 2024 and 2023	F-3
Consolidated Statements of Operations for the Years ended March 31, 2024 and 2023	F-4
Consolidated Statements of Stockholders’ Deficit for the Years ended March 31, 2024 and 2023	F-5
Consolidated Statements of Cash Flows for the Years ended March 31, 2024 and 2023	F-6
Notes to the Consolidated Financial Statements	F-7

Maintenance reserves represent payments made in connection with aircraft engine and airframe maintenance programs and are recorded as assets when such amounts are considered recoverable under the terms of the related agreements. As of December 31, 2025, maintenance reserves totaled approximately $3,058,945. The accounting for maintenance reserves requires significant judgment, particularly in determining whether amounts paid are recoverable, estimating the timing and extent of future maintenance events, assessing compliance with lease return conditions, and evaluating the likelihood of reimbursement from lessors or program providers. These estimates are inherently uncertain and depend on factors such as aircraft utilization, maintenance schedules, and contractual terms. Changes in expected aircraft usage, maintenance cost estimates, or assumptions regarding recoverability could result in material adjustments to the carrying value of maintenance reserves and related expenses in future periods. Refer to Note 3 – Financial Statement Elements for additional details.

9ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.

~~REPORT~~Not OFapplicable ~~INDEPENDENT~~to ~~REGISTERED~~smaller ~~PUBLIC~~reporting ~~ACCOUNTING FIRM~~companies.

~~To the Board of Directors and Shareholders of Altair International Corp.~~23

~~Opinion~~ITEM on8. ~~the~~ Financial Statements and Supplementary Data.

WeALTAIR ~~have~~INTERNATIONAL ~~audited the accompanying consolidated balance sheets of Altair International Corp~~CORP. (“the Company”) as of March 31, 2024 and 2023, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended March 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2024 and 2023 and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

~~Going~~INDEX ~~Concern~~TO CONSOLIDATED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has an accumulated deficit and net losses since inception. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Report of Independent Registered Public Accounting Firm (PCAOB ID: 5525)	25

Report of Independent Registered Public Accounting Firm (PCAOB ID: 324)	27

Consolidated Balance Sheets as of December 31, 2025 and 2024	29

Consolidated Statements of Operations for the Years ended December 31, 2025 and 2024	30

Consolidated Statements of Stockholders’ Deficit for the Years ended December 31, 2025 and 2024	31

Consolidated Statements of Cash Flows for the Years ended December 31, 2025 and 2024	32

Notes to the Consolidated Financial Statements	33

~~Basis for Opinion~~24

~~These financial statements are the responsibility~~REPORT ofOF ~~the~~INDEPENDENT ~~Company’s~~REGISTERED ~~management.~~PUBLIC ~~Our~~ACCOUNTING responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.FIRM

WeTo ~~conducted our audits in accordance with~~ the ~~standards~~ Board of ~~the~~Directors ~~PCAOB. Those standards require that we plan~~ and ~~perform the audit to obtain reasonable assurance about whether the financial~~Stockholders ~~statements are free~~ of ~~material~~Premier ~~misstatement,~~Air ~~whether~~Charter ~~due~~International ~~to error or fraud~~Corp. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.

~~Our~~Opinion audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on ~~a test basis, evidence regarding~~ the ~~amounts~~Financial and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.Statements

~~Critical~~We ~~Audit~~have ~~Matters~~audited the accompanying consolidated balance sheet of Premier Air Charter International Corp. (“the Company”) as of December 31, 2025, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

~~Critical~~Going audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.Concern

~~Fruci~~The &accompanying ~~Associates~~financial ~~II,~~statements have ~~PLLC~~been –prepared ~~PCAOB~~assuming IDthat ~~#05525~~the WeCompany ~~have~~will ~~served~~continue as a going concern. As discussed in Note 1 to the financial statements, the Company has no assurance that its projections of its future working capital needs will prove accurate or that any additional funding will be sufficient to continue operations. These factors, among others, raise substantial doubt about the Company’s ~~auditor~~ability ~~since~~to ~~2021~~continue as a going concern. ~~Spokane,~~Management’s ~~Washington~~plans ~~July~~in 2,regard ~~2024~~to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~F-2~~Basis for Opinion

~~ALTAIR~~These ~~INTERNATIONAL~~financial ~~CORP~~statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~CONSOLIDATED~~We ~~BALANCE~~conducted our audit in accordance ~~SHEETS~~with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, 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.

	March 31, 2024		March 31, 2023
ASSETS
Current Assets:
Cash	$	4,298	$	28,897
Prepaid		6,500		—
Prepaid stock compensation		—		7,980
Total Current Assets		10,798		36,877
Total Assets	$	10,798	$	36,877
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	—	$	3,500
Accrued compensation		—		25,500
Loans payable		14,165		14,165
Interest payable		13,029		3,889
Convertible notes payable, net of debt discount of $5,210 and $91,100, respectively		166,234		47,844
Derivative liability		—		88,169
Total Current Liabilities		193,428		183,067
Total Liabilities		193,428		183,067
Stockholders’ Equity (Deficit):
Preferred Stock, $0.001 par value, 10,000,000 shares authorized, no shares issued		—		—
Common Stock, $0.001 par value, 5,000,000,000 shares authorized; 30,238,686 and 24,692,459 shares issued and outstanding, respectively		30,239		24,693
Common stock to be issued		58,938		—
Additional paid in capital		17,243,603		16,945,642
Accumulated deficit		(17,515,410)		(17,116,525	)
Total Stockholders' Equity (Deficit)		(182,630)		(146,190	)
Total Liabilities and Stockholders' Deficit	$	10,798	$	36,877

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

~~The accompanying notes are an integral part of these consolidated financial statements.~~25

~~F-3~~Critical Audit Matters

~~ALTAIR~~The ~~INTERNATIONAL~~critical ~~CORP~~audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

~~CONSOLIDATED~~Aircraft ~~STATEMENTS OF~~Maintenance ~~OPERATIONS~~Service Contracts

	For The Years Ended March 31,
	2024		2023
Operating Expenses:
Mining exploration expense	$	—	$	10,890
Compensation - related party		48,000		318,000
Director fees		33,600		32,500
General and administrative		99,578		96,150
Total operating expenses		181,178		457,540
Loss from operations		(181,178)		(457,540)
Other Income (Expense):
Interest expense		(125,169)		(195,528)
Gain on conversion of debt		4,002		38,444
Change in fair value		120,069		(1,003,598)
(Loss) gain on settlement of debt		(205,737)		6,000
Loss on issuance of convertible debt		(10,872)		(138,127)
Total other expense		(217,707)		(1,292,809)
Loss before provision for income taxes		(398,885)		(1,750,349)
Provision for income taxes		—		—
Net Loss	$	(398,885)		(1,750,349)
Loss per share, basic and diluted	$	(0.02)	$	(0.07)
Weighted average shares outstanding, basic and diluted		25,605,919		24,234,937

Description of the Critical Audit Matter

As discussed in Note 3, the Company is party to long-term service contracts to perform engine replacement and major maintenance on its aircraft. The ~~accompanying~~Company’s accounting ~~notes~~for ~~are~~aircraft anmaintenance ~~integral~~arrangements ~~part~~was identified as a critical audit matter due to the significant judgment involved in determining the appropriate classification and timing of ~~these~~expense recognized under long-term service agreements. This evaluation involves ~~consolidated~~significant ~~financial~~assumptions ~~statements~~regarding aircraft utilization, timing of future maintenance events, and the pattern of economic benefit consumption. Given the complexity of the agreements and timing of costs recognition, we considered this to be a critical audit matter.

~~F-4~~How the Critical Audit Matter Was Addressed in the Audit

~~ALTAIR~~Our ~~INTERNATIONAL~~principal ~~CORP.~~audit procedures to evaluate management’s accounting for engine maintenance arrangements included, among other procedures, the following:

~~CONSOLIDATED~~· ~~STATEMENTS~~We OFevaluated ~~STOCKHOLDERS~~the appropriateness and consistency of management’s ~~EQUITY (DEFICIT)~~methods and assumptions used in determining the classification of maintenance costs and the related appropriate and consistency of recognition and disclosures. · We tested the completeness and accuracy of key assumptions, including contractual terms and aircraft utilization data, and agreed such information to executed agreements and historical operational data. · We assessed the relevance and reliability of provided metrics, including the reasonableness of management’s significant assumptions, by comparing them to historical maintenance activity, contractual provisions, and relevant industry data.

~~FOR~~Fruci ~~THE~~& ~~YEARS ENDED~~Associates ~~MARCH 31~~II, ~~2024~~PLLC ~~AND~~– ~~2023~~PCAOB ID #05525

	Common Stock				Additional Paid in		Common Stock To be		Accumulated			Total Stockholders'
	Shares		Amount		Capital		Issued		Deficit			(Deficit)
Balance, March 31, 2022		23,769,678	$	23,770	$	15,357,857	$	—	$	(15,366,176	)	$	15,451
Shares issued for debt		852,781		853		1,565,355		—		—			1,566,208
Shares issued for accounts payable – related party		70,000		70		22,430		—		—			22,500
Net loss		—		—		—		—		(1,750,349	)		(1,750,349	)
Balance, March 31, 2023		24,692,459		24,693		16,945,642		—		(17,116,525	)		(146,190	)
Shares issued for debt		2,419,559		2,420		209,487		58,938		—			270,845
Shares issued for compensation – related party		3,126,668		3,126		83,474		—		—			86,600
Forgiveness of debt – related party		—		—		5,000		—		—			5,000
Net loss		—		—		—		—		(398,885	)		(398,885	)
Balance, March 31, 2024		30,238,686	$	30,239	$	17,243,603	$	58,938	$	(17,515,410	)	$	(182,630	)

We have served as the Company’s auditor since 2025.

~~The~~Spokane, ~~accompanying notes are an integral part of these consolidated financial statements.~~Washington

~~F-5~~April 15, 2026

~~ALTAIR INTERNATIONAL CORP.~~26

~~CONSOLIDATED~~Report ~~STATEMENTS~~of OFIndependent ~~CASH~~Registered Public ~~FLOWS~~Accounting Firm

	For the Years Ended March 31,
	2024			2023
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(398,885	)	$	(1,750,349	)
Adjustments to reconcile net loss to net cash used in operating activities:
Debt discount expense		110,920			184,389
Stock issued for services – related party		3,600			270,000
Gain on conversion of debt		(4,002	)		(38,444	)
Loss on conversion of debt		205,737			—
Loss on issuance of convertible debt		10,872			138,127
Gain on settlement of debt		—			(6,000	)
Change in fair value of derivative		(120,069	)		1,003,598
Changes in Operating Assets and Liabilities:
Prepaid		7,980			(7,980	)
Accounts payable		(3,500	)		12,000
Accrued compensation		56,000			41,500
Accrued interest		14,248			11,139
Net Cash Used in Operating Activities		(117,099	)		(142,020	)
CASH FLOWS FROM INVESTING ACTIVITIES:		—			—
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes payable		92,500			100,000
Proceeds from notes payable		—			50,000
Net Cash Provided by Financing Activities		92,500			150,000
Net Change in Cash		(24,599	)		7,980
Cash at Beginning of Period		28,897			20,917
Cash at End of Period	$	4,298		$	28,897
Cash paid during the year for:
Interest	$	—		$	—
Income taxes	$	—		$	—
Supplemental non-cash disclosure:
Common stock issued for conversion of debt	$	65,108		$	247,364
Common stock issued for accounts payable – related party	$	—		$	22,500
Common stock issued for accrued compensation – related party	$	76,500		$	—

To Board of Directors

~~The~~Premier ~~accompanying~~Air ~~notes~~Charter, ~~are~~Inc. an(formerly ~~integral~~Altair ~~part of these~~International ~~consolidated financial statements~~Corp.)

~~F-6~~Opinion on the Financial Statements

~~ALTAIR~~We ~~INTERNATIONAL~~have ~~CORP~~audited the accompanying consolidated balance sheet of Premier Air Charter, Inc. (formerly Altair International Corp.) (the “Company”) as of December 31, 2024, and the related consolidated statements of operations, stockholder’s deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

~~Notes~~Going ~~to the Consolidated Financial Statements~~Concern

~~March~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has a net loss during the year ended December 31, 2024 and has negative working capital at such date. Further, at December 31, 2024, the Company is dependent on support from its related parties. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

~~NOTE~~Basis 1for ~~– ORGANIZATION AND BUSINESS OPERATIONS~~Opinion

~~Organization~~These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and ~~Description~~are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of ~~Business~~the Securities and Exchange Commission and the PCAOB.

~~ALTAIR~~We ~~INTERNATIONAL~~conducted ~~CORP.~~our (audit in accordance with the ~~“Company”~~standards ~~“Altair”)~~of ~~was~~the ~~incorporated~~PCAOB. ~~under~~Those standards require that we plan and perform the ~~laws~~audit ofto obtain reasonable assurance about whether the ~~State~~financial ofstatements are ~~Nevada~~free onof ~~December~~material 20misstatement, ~~2012~~whether due to error or fraud. The Company’s ~~physical address~~ is ~~322~~not ~~North~~required ~~Shore~~to ~~Drive~~have, ~~Building~~nor 1Bwere we engaged to perform, an ~~Suite~~audit ~~200~~of its internal control over financial reporting. As part of our audits, ~~Pittsburgh~~we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control over financial reporting. Accordingly, PAwe ~~15212~~express no such opinion.

~~License~~Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and ~~Royalty~~performing ~~Agreement~~procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

OnCritical ~~February~~Audit 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.Matter

The ~~lithium~~critical ~~extraction~~audit ~~technology~~matter ~~remains~~communicated ~~under~~below ~~development~~is a bymatter SXarising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and ~~SXM~~that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which it relates.

~~EVLS~~ 27

In August of 2021, the Company filed a patent application with the USPTO for its carbon nanotube/graphene based battery technology, which was comprised of 20 claims. In late November of 2021, we received a nonRelated-~~final~~party rejection notice from the USPTO, citing a number of issues with the claims that would require amendment and/or modification. As we wish to submit a patent application with new ‘artwork,’ or technical drawings, we have decided to file a new patent application when feasible, as per USPTO policy an applicant cannot submit new artwork with an amended application. The technology remains viable, under further development, and, in our view, holds great potential to have a disruptive impact in the battery space.Transactions

OnDescription ~~February 16, 2024, we entered into an Agreement and Plan~~ of ~~Merger (~~the “Merger Agreement”) among Premier Air Charter, Inc. (“Premier”), Premier Air Charter Merger Sub, Inc. (“Merger Sub”), and TIPP Aviation, LLC, the sole shareholder of Premier. Under the terms of the Merger Agreement, Altair will exchange 85% of its shares of common stock for all issued and outstanding shares of Premier common stock and Merger Sub will be merged into Premier (the “Merger”). The officers and directors of Premier will be the officers and directors of Altair following the Merger. The closing of the Merger is subject to a number of pre-conditions, including Premier providing two years of audited financial statements by a PCAOB registered accounting firm. Presently, Altair and Premier are working diligently to satisfy those preconditions with an intent to close the Merger as soon as possible. Matter:

~~NOTE~~As 2discussed –in ~~SUMMARY~~Note OF6, ~~SIGNIFICANT~~the Company engages in significant ~~ACCOUNTING~~related ~~POLICIES~~party transactions with businesses controlled by, and with people who are related to, the officers and directors of the Company, such as pass-through costs, aircraft maintenance revenue, aircraft management fees, charter sales, debt from/to related parties and aircraft leases.

~~Basis~~Our auditing of ~~Presentation~~management’s identification of related parties and the related transactions was complex and is based on a thorough understanding the Company’s related party relationships, contracts, and business activities. These were the principal considerations that led us to determine this as a critical audit matter.

~~The~~How ~~Company’s~~the ~~financial~~Critical ~~statements~~Audit ~~have~~Matter ~~been prepared~~Was inAddressed ~~accordance with generally accepted accounting principles~~ in the ~~United States of America (“U.S. GAAP”).~~ Audit:

~~Use~~Our ofaudit ~~estimates~~procedures for related-party transactions included the following, among others:

~~The~~· ~~preparation~~We ofevaluated ~~financial~~related-party ~~statements~~transactions inby ~~conformity with~~obtaining ~~generally accepted accounting principles requires management to make estimates and assumptions that affect~~ the ~~reported~~Company’s ~~amounts~~list of ~~assets~~ ~~and~~related-party ~~liabilities~~relationships and ~~disclosure~~transactions ~~of contingent assets~~ and ~~liabilities~~performing at the ~~date~~following ~~of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.~~procedures:

~~Concentrations~~o Comparing it to press releases, other available online information, questionnaires and confirmations completed by the Company’s directors and officers, and other sources. o Searching for potential related-party transactions within the accounts receivable, accounts payable, revenue, expense, vendor listing master files and journal entries by searching for the name, vendor information, and customer information of ~~Credit~~the ~~Risk~~related parties. o Inspecting the Company’s documentation of meetings of the Board of Directors and related committees. o Making inquiries of management and others within the Company regarding related party transactions. o Assess the reasonableness of disclosures.

WeRelated-Party maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.Transactions

~~Cash~~As ~~Equivalents~~discussed in Note 6 to the financial statements, the Company has had numerous significant transactions with businesses controlled by, and with people who are related to, the officers and directors of the Company. The Company’s financial position and results of operations, as reflected in the accompanying financial statements, might be different if these transactions were among wholly unrelated parties. Our opinion is not modified with respect to this matter.

~~The~~/s/ ~~Company considers all highly liquid investments~~Macias ~~with~~Gini a& ~~maturity~~O’Connell ~~of three months or less when purchased to be cash equivalents. There were no cash equivalents as of March 31, 2024 and 2023.~~LLP

~~F-7~~We served as the Company's auditor from 2023 until 2025.

~~Principles of Consolidation~~Irvine, CA

~~The~~April ~~accompanying consolidated financial statements for the years ended March 31~~7, ~~2024 and 2023, include the accounts of the Company and its wholly owned subsidiary, EV Lithium Solutions, Inc. All significant intercompany transactions have been eliminated in consolidation.~~2025

~~Mining Expenses~~28

~~The~~PREMIER ~~Company~~AIR ~~records~~CHARTER ~~all~~HOLDINGS ~~mining exploration and evaluation costs as expenses in the period in which they are incurred~~INC.

~~Fair~~(FORMERLY ~~Value~~ALTAIR ofINTERNATIONAL ~~Financial Instruments~~CORP.)

~~The~~CONSOLIDATED ~~Company~~BALANCE follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:SHEETS

Level 1:	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
		December 31,			December 31,
Level 2:	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
		2025			2024
Level 3:	Pricing inputs that are generally unobservable inputs and not corroborated by market data.
Assets
Cash		$	213,175		$	225,228
Accounts receivable, net allowance of $1,568,030 and $72,405, respectively			2,902,173			352,944
Other receivables			226,062			230,822
Due from related parties, current portion			60,479			179,098
Prepaid expenses and other current assets			325,883			9,025
Total current assets			3,727,772			997,117
Property and equipment, net			8,412,922			6,444,402
Right of use assets - operating			9,449,375			5,426,543
Right of use assets - financing			11,356,858			12,003,034
Investment - related party			46,240			85,474
Maintenance reserves			3,058,945			2,795,488
Total assets		$	36,052,112		$	27,752,058
Liabilities and Stockholder's Equity (Deficit)
Accounts payable and accrued expenses		$	4,838,507		$	2,261,700
Deferred revenue			733,785			192,820
Due to related parties			2,701,004			31,144
Right of use liabilities - operating			1,974,051			1,287,785
Right of use liabilities - financing			1,895,018			1,091,916
Long-term debt, current portion			4,036,728			166,410
Long-term debt, related parties, current portion			154,127			326,844
Total current liabilities			16,333,220			5,358,619
Right of use liabilities - operating, net of current portion			7,475,324			4,138,758
Right of use liabilities - financing, net of current portion			7,943,661			9,164,630
Long-term debt, net of current portion			–			3,669,352
Long-term debt, related parties, net of current portion			331,593			6,980,729
Total liabilities			32,083,798			29,312,088
Commitments and contingencies (Note 7)			–			–
Stockholders' Equity (Deficit)
Series A Preferred stock: par value $0.001; 155,000 shares authorized; 145,410 issued and outstanding at December 31, 2025			9,351,465			–
Common stock: par value $0.001; 5,000,000,000 shares authorized; 280,848,293 and 237,871,049 issued and outstanding, respectively			280,848			237,871
Additional paid-in capital			81,500			40,000
Accumulated deficit			(5,745,499	)		(1,837,901	)
Stockholders' equity (deficit)			3,968,314			(1,560,030	)
Total liabilities and total stockholders' equity (deficit)		$	36,052,112		$	27,752,058

The ~~carrying~~accompanying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes ~~payable~~are ~~approximate~~an ~~the~~integral ~~fair~~part ~~value~~ of ~~such instruments as the notes bear interest~~these ~~rates~~financial ~~that are consistent with current market rates~~statements.

~~The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of:~~29

~~March~~PREMIER ~~31,~~AIR ~~2024~~CHARTER HOLDINGS INC.

Description

Level 1

Level 2

Level 3

Derivative

—

Total

—

(FORMERLY ALTAIR INTERNATIONAL CORP.)

~~March~~CONSOLIDATED STATEMENTS ~~31,~~OF ~~2023~~OPERATIONS

	Description			Level 1				Level 2		Level 3
		Year Ended December 31,
	Derivative			$	—			$	—	$	88,169
		2025				2024
	Total			$	—			$	—	$	88,169
Revenue		$	31,877,508			$	20,751,139
Cost of sales			28,486,993				18,356,827
Gross profit			3,390,515				2,394,312
Operating expenses
Payroll and related expenses			1,702,369				1,559,738
Selling, general and administrative			4,383,583				1,985,924
Total operating expenses			6,085,952				3,545,662
Loss from operations			(2,695,437	)			(1,151,350	)
Other (income) expense, net
Interest expense			1,360,776				854,207
Other			(190,592	)			185,678
Other expense (income), net			1,170,184				1,039,885
Provision for income taxes			–				–
Net loss		$	(3,865,621	)		$	(2,191,235	)
Net loss per basic and diluted		$	(0.01	)		$	(0.01	)
Weighted average number of common shares outstanding, basic and diluted			272,296,493				237,871,049

~~Income~~The accompanying notes are an integral part of these ~~taxes~~financial statements.

~~The Company follows Section 740-10-~~30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.

~~F-8~~PREMIER AIR CHARTER HOLDINGS INC.

~~Stock-based~~(FORMERLY ~~Compensation~~ALTAIR INTERNATIONAL CORP.)

InCONSOLIDATED ~~June~~STATEMENT ~~2018, the~~OF ~~FASB~~STOCKHOLDERS’ ~~issued ASU 2018-07, Compensation – Stock Compensation~~ EQUITY (~~Topic 718~~DEFICIT): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods.

Basic and Diluted Earnings Per Share


	Preferred Stock			Common Stock			Additional Paid-in		Retained			Total Stockholders’ Equity
	Shares	Amount		Shares	Amount		Capital		Earnings			(Deficit)
Balance, December 31, 2023	–	$	–	237,871,049	$	237,871	$	–	$	1,246,731		$	1,484,602
Net liabilities assumed over assets forgiven with Demeter	–		–	–		–		–		(893,397	)		(893,397	)
Capital contributions	–		–	–		–		40,000		–			40,000
Net loss	–		–	–		–		–		(2,191,235	)		(2,191,235	)
Balance, December 31, 2024	–	$	–	237,871,049	$	237,871	$	40,000	$	(1,837,901	)	$	(1,560,030	)
Acquisition of Premier Air Charter Inc.	–		–	41,977,244		41,977		–		(41,977	)		–
Issuance of Series A Preferred shares	145,410		9,351,465	–		–		–		–			9,351,465
Issuance of Common Stock for services	–		–	1,000,000		1,000		41,500		–			42,500
Net Loss	–		–	–		–		–		(3,865,621	)		(3,865,621	)
Balance, December 31, 2025	145,410	$	9,351,465	280,848,293	$	280,848	$	81,500	$	(5,745,499	)	$	3,968,314

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The ~~weighted~~accompanying average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. As of March 31, 2024, the Company has approximately 8,906,000 potentially dilutive shares of common stock from convertible notes payable. As of March 31, 2023, the Company had approximately 2,888,650 potentially dilutive shares of common stock from convertible notes payable and 40,000 potentially dilutive shares of common stock from outstanding warrants. Diluted amounts are ~~not~~an ~~presented~~integral ~~when~~part ~~the effect~~ of ~~the computations are anti-dilutive~~these ~~due~~financial ~~to the losses incurred~~statements. ~~Accordingly, there is no difference in the amounts presented for basic and diluted loss per share.~~

~~Recent Accounting Pronouncements~~ 31

~~The~~PREMIER ~~Company~~AIR ~~has~~CHARTER ~~implemented~~HOLDINGS ~~all new accounting pronouncements that are in effect~~INC. 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.

~~NOTE~~(FORMERLY 3ALTAIR –INTERNATIONAL ~~GOING CONCERN~~CORP.)

~~The~~CONSOLIDATED ~~Company’s~~STATEMENTS ~~consolidated~~OF ~~financial~~CASH statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $17,515,410 as of March 31, 2024. Further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from third parties and/or private placement of common stock. The financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.FLOWS

F-9


	Year Ended December 31,
	2025			2024
Cash flows from operating activities
Net loss	$	(3,865,621	)	$	(2,191,235	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation		1,229,267			670,447
Loss on investment in related party		39,234			195,471
Stock based compensation		42,500			–
Allowance for credit losses		1,495,625			–
Changes in operating assets and liabilities:
Accounts receivable		(4,275,965	)		(41,969	)
Other receivables		235,871			(177,401	)
Due from/to related parties		2,788,479			3,151,742
Prepaid expenses and other current assets		(316,858	)		114,895
Accounts payable and accrued expenses		3,239,295			1,652,736
Deferred revenue		540,965			(285,529	)
Net cash provided by operating activities		1,152,792			3,089,157
Cash flows from investing activities
Acquisition of property and equipment		(2,551,611	)		(1,493,806	)
Proceeds from sale of property and equipment and engine reserves		–			1,600,000
Purchase of engine reserves		(263,457	)		(1,034,748	)
Net cash used in investing activities		(2,815,068	)		(928,554	)
Cash flows from financing activities
Capital contributions		–			40,000
Payments on financing lease obligations		(417,867	)		(281,922	)
Proceeds from long-term debt		589,500			120,000
Repayments of long-term debt		(1,051,022	)		(1,162,485	)
Proceeds from long-term debt, related parties		2,565,644			–
Repayments of long-term debt, related parties		(36,032	)		(780,839	)
Net cash provided by (used in) financing activities		1,650,223			(2,065,246	)
Net change in cash		(12,053	)		95,357
Cash at beginning of period		225,228			129,871
Cash at end of the period	$	213,175		$	225,228

Supplemental disclosure of cash flow information
Non-cash investing and financing activities
Related party advances converted into note payable - related party	$	–		$	3,770,465
Related party notes converted into preferred stock	$	9,351,465		$	–
Purchase of property and equipment with a note payable	$	–		$	3,800,000
Right of use assets and liabilities - operating	$	5,708,770		$	–
Items related to Demeter receivable exchange:
Notes receivable and advances	$	–		$	6,403,528
Increase of property and equipment	$	–		$	2,320,690
Increase in maintenance reserves	$	–		$	2,325,946
Assumed notes payable	$	–		$	1,050,259
Right of use assets - operating and financing leases	$	–		$	16,992,731
Right of use liabilities - operating and financing lease	$	–		$	15,078,977

Cash paid during the year for:
Interest	$	1,360,776		$	249,495

~~NOTE~~The 4accompanying –notes ~~CONVERTIBLE~~are ~~NOTES~~an integral part of these ~~PAYABLE~~financial statements.

~~A summary of the Company’s convertible notes as of March 31, 2024, is presented below:~~32

Note Holder	Date		Maturity Date	Interest			Balance March 31, 2023			Additions		Conversions			Balance March 31, 2024
Thirty 05, LLC (1)		1/25/2022	1/25/2024		8	%	$	5,000		$	—	$	(5,000	)	$	—
Thirty 05, LLC (2)		3/7/2022	3/7/2024		8	%	$	2,500		$	—	$	(2,500	)	$	—
Thirty 05, LLC (2)		5/19/2022	5/19/2023		8	%	$	15,000		$	—	$	(15,000	)	$	—
EROP Enterprises (1)		11/14/2022	11/14/2023		8	%	$	10,000		$	—	$	(10,000	)	$	—
EROP Enterprises (1)		12/15/2022	12/15/2023		8	%	$	51,444		$	—	$	—		$	51,444
EROP Enterprises (1)		12/29/2022	12/29/2023		8	%	$	25,000		$	—	$	—		$	25,000
EROP Enterprises (1)		2/13/2023	2/13/2024		8	%	$	10,000		$	—	$	(10,000	)	$	—
EROP Enterprises (1)		3/28/2023	3/28/2024		8	%	$	20,000		$	—	$	—		$	20,000
EROP Enterprises (1)		6/14/2023	6/14/2024		8	%	$	—		$	25,000	$	—		$	25,000
EROP Enterprises (1)		8/15/2023	8/15/2024		8	%	$	—		$	15,000	$	(15,000	)	$	—
EROP Enterprises (1)		9/13/2023	9/13/2024		8	%	$	—		$	15,000	$	—		$	15,000
EROP Enterprises (2)		12/21/2023	12/21/2024		8	%	$	—		$	10,000	$	—		$	10,000
Thirty 05, LLC (2)		12/31/2023	12/31/2024		8	%	$	—		$	2,500	$	(2,500	)	$	—
EROP Enterprises (3)		1/12/2024	1/12/2025		8	%		—			5,000		—			5,000
EROP Enterprises (4)		2/28/2024	2/28/2025		8	%		—			12,000		—			12,000
EROP Enterprises (4)		2/28/2024	2/28/2025		8	%		—			8,000		—			8,000
			Total				$	138,944		$	92,500	$	(60,000	)	$	171,444
			Less Discount				$	(91,100	)						$	(5,210	)
			Total				$	47,844							$	166,234

PREMIER AIR CHARTER HOLDINGS INC.

On(FORMERLY ~~January~~ALTAIR ~~25,~~INTERNATIONAL ~~2023, EROP Enterprises LLC, agreed to extend the convertible promissory notes dated January 25, 2022 and March 7, 2022 by one additional year~~CORP.)

~~Total~~NOTES ~~accrued~~TO ~~interest~~THE onCONSOLIDATED ~~the above Notes as of March~~FINANCIAL ~~31, 2024 and 2023 is $13,029 and $3,889, respectively.~~STATEMENTS

	(1)	On December 5, 2023, the note holders agreed to change the conversion rate to $0.02.
	(2)	Converts at $0.015 per share.
	(3)	Converts at $0.04 per share.
	(4)	Converts at $0.03 per share.

1. Organization and Business

AFormation ~~summary~~and ofBusiness ~~the activity~~ of the ~~derivative liability for the notes above is as follows:~~Company

Balance at March 31, 2023	$	88,169
Increase to derivative due to new issuances		35,872
Decrease to derivative due to conversion/repayments		(3,972	)
Derivative loss due to mark to market adjustment		86,921
Eliminate derivative for change of conversion feature		(206,990	)
Balance at March 31, 2024	$	—

Altair International Corp., formerly Premier Air Charter, LLC, (“Premier”) was acquired by Tipp Aviation, LLC (“Tipp Aviation” or “Tipp”) on July 1, 2019 (acquisition date). Premier was a 100% owned subsidiary of Tipp Aviation. Tipp Aviation is a subsidiary of Tipp Investments, LLC.

FPremier is a San Diego-10based jet charter company that provides private charter flights, aircraft management services, and aircraft maintenance. The Premier has its registered office address at 2006 Palomar Airport Road, Suite 210, Carlsbad, CA 92011, which is also the principal place of business.

AOn ~~summary~~February of16, ~~quantitative~~2024, ~~information~~Premier ~~about~~converted ~~significant unobservable~~to ~~inputs~~a ~~(Level~~C-Corporation whereby ~~3 inputs) used in measuring~~ the ~~Company’s~~300,000 ~~derivative~~membership ~~liability~~units ~~that~~outstanding ~~are~~at ~~categorized~~Premier ~~within~~Air ~~Level~~Charter, 3LLC ~~of the~~were ~~fair~~exchanged ~~value~~for ~~hierarchy~~10,000 asshares of ~~and~~the ~~March~~Company’s ~~31,~~no par ~~2024~~value ~~and~~common ~~2023, is as follows:~~stock.

Inputs	March 31, 2024		March 31, 2023
Stock price	$	—	$	0.051
Conversion price	$	—	$	0.015 – 0.056
Volatility (annual)		—		187.53% - 200.08	%
Risk-free rate		—		4.64 - 4.94
Dividend rate		—		—
Years to maturity		—		.13 - .99

On May 30, 2025, Altair International Corp. changed its name to Premier Air Charter Holdings Inc. and a change in its trading symbol to “PREM”.

AAltair ~~summary~~Merger of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy at the time of conversion is as follows:Agreement

Inputs	March 31, 2024			March 31, 2023
Stock price	$	0.036		$	0.01 – 0.0141
Conversion price	$	.0272		$	0.0106 – 0.0105
Volatility (annual)		238.38	%		140.81 – 196.26	%
Risk-free rate		5.59	%		1.15 – 4.72	%
Dividend rate		—			—
Years to maturity		.05			.25 – .45

On February 16, 2024, Altair International Corp. (the “Altair”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) among Premier Air Charter, Inc. (“Premier”), Premier Air Charter Merger Sub, Inc. (“Merger Sub”) and TIPP Aviation, LLC, the sole shareholder of Premier (“TIPP”). Under the terms of the Merger Agreement, Altair will exchange 85% of its shares of common stock for all issued and outstanding shares of Premier common stock and Merger Sub will be merged into Premier (the “Merger”). The officers and directors of Premier are now the officers and directors of Altair following the Merger. On March 5, 2025, the Altair, Premier, Merger Sub and TIPP entered into an Amended Merger Agreement amending various procedural items of the Merger Agreement (the “Amended Merger Agreement”). On March 11, 2025, the Merger closed whereby Merger Sub merged with and into Premier with Merger Sub ceasing to exist, Premier becoming a wholly owned subsidiary of Altair and Altair issuing TIPP 237,871,049 shares of common stock. The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368 of the Internal Revenue Code of 1986, as amended.

~~The~~Following ~~development~~the ~~and~~Closing, ~~determination~~Premier was deemed the accounting predecessor of the ~~unobservable inputs~~Merger and will be the successor registrant for ~~Level~~SEC 3purposes, ~~fair~~meaning ~~value~~that ~~measurements~~Premier’s financial ~~and~~statements ~~fair~~for ~~value~~previous ~~calculations~~periods, ~~are~~include the ~~responsibility~~financial ofstatements ~~the~~included ~~Company’s~~herein, ~~management~~will be disclosed in this and future periodic reports filed with the SEC.

~~NOTE~~The Merger was accounted for as a reverse recapitalization. Under this method of accounting, Altair is treated as the acquired company for financial statement reporting purposes. These financial statements reflect the financial statements of Premier as of December 31, 2025 and 2024 and for each of the years then ended. In addition, these financial statements capture the capital structure of Altair and reflect only the 237,871,049 common shares issued to the former Premier shareholder as being outstanding from the inception of Premier. The 41,977,244 common shares retained by the historical Altair shareholders will be reflected as being issued on March 5, –2025, ~~LOAN~~the ~~PAYABLE~~closing date of the acquisition. As of the date of this filing, there are 280,848,293 shares of Premier common stock issued and outstanding. Any reference to the “Company” within these financial statements is a reference to Premier.

~~A summary of the Company’s loans payable as of March 31, 2024, is presented below:~~33

Note Holder		Date				Maturity Date		Interest				Balance March 31, 2023				Additions				Repayments				Balance March 31, 2024
Third party			8/24/2020			8/24/2021			0	%			14,165			$	—			$	—			$	14,165

Unaudited proforma financial statements of Premier Holdings and Premier had the acquisition taken place on January 1, 2024 are as follows:

F-11

Schedule of proforma information
Year ended December 31,:	2025			2024
	(unaudited)			(unaudited)
Revenues	$	31,877,508		$	20,751,139
Net loss	$	(3,865,621	)	$	(2,578,798	)
Loss per share -basic and diluted	$	(0.01	)	$	(0.00	)

~~NOTE~~At 6December –31, ~~COMMON~~2024, ~~STOCK~~there were no significant assets or liabilities of Premier Holdings, accordingly, no proforma balance sheets are presented.

~~Effective~~Going ~~January~~Concern ~~25, 2023, the Company effectuated a 1 for 25 reverse stock split~~ and reduced its authorized shares of common stock from 5,000,000,000 (5 billion) to 500,000,000 (500 million). All shares of common stock throughout these financial statements have been retroactively adjusted to reflect the reverse split. As a result of the reverse split, $592,619 was reclassed from the common stock to additional paid in capital account.Liquidity

OnThe ~~July~~Company’s ~~22,~~financial ~~2022,~~statements ~~Mr.~~have ~~Hampton~~been prepared ~~converted~~assuming that the ~~note~~Company ~~payable~~ will continue as a going concern, which contemplates continuity of ~~$39~~operations,~~684~~ ~~into~~the 79realization of assets,~~368~~ and ~~shares~~liquidation of ~~common~~liabilities ~~stock~~in the normal course of business.

~~During~~There can be no assurance that the ~~year~~Company ~~ended~~will ~~March~~be successful 31in obtaining additional funding, ~~2023~~or that the Company’s projections of its future working capital needs will prove accurate, or ~~EROP~~that ~~Enterprises~~any additional funding will be sufficient to continue operations in future years. In addition, support of the Company’s ~~LLC~~operations ~~converted~~is ~~$197~~dependent on receiving support from related parties which primarily consists of financial support for revenue and operating expenses. If the Company cannot collect all receivables owed or secure adequate additional funding,~~783~~ the Company may be forced to make reductions in spending, extend payment terms with supplies, liquidate assets where possible, and/or $9suspend or curtail planned programs. Any of these actions could materially harm the Company’s business,~~812~~ results of ~~principal~~operations, and ~~interest~~prospects. The Company’s ability to raise additional capital may be adversely impacted by potential worsening global economic conditions and disruptions to, ~~respectively~~and volatility in, ~~into~~financial ~~773~~markets in the United States and worldwide resulting from ongoing global issues. Accordingly,~~412~~ ~~shares~~there ofis ~~common~~substantial ~~stock~~doubt about the Company’s ability to continue as a going concern.

~~During the year ended March 31, 2024, EROP Enterprises LLC converted $35,000 and $~~2~~,336~~. Summary of ~~principal~~Significant Accounting ~~and interest, respectively, into 1,749,820 shares of common stock.~~Policies

~~During~~Basis ~~the year ended March 31, 2024, Thirty05 converted $25,000 and $2,772~~ of ~~principal and interest, respectively, into 1,455,572 shares of common stock.~~Presentation

~~Refer~~The toCompany’s ~~Note~~financial 8statements ~~for~~are ~~shares~~prepared in ~~issued~~accordance towith ~~related~~accounting ~~parties~~principles generally accepted in the United States of America (U.S. GAAP).

~~NOTE~~Principles 7of ~~– WARRANTS~~Consolidation

OnAs ~~October~~of 15December 31, ~~2020~~2025, ~~the~~these ~~Company~~financial ~~entered into a service~~statements ~~agreement~~contain ~~with~~the aassets ~~third~~and ~~party~~liabilities ~~for a term~~ of ~~six~~Premier ~~months~~Holdings. ~~Per~~As ~~the~~disclosed ~~terms of the agreement the party was granted 40~~above,~~000 warrants~~ ~~to purchase shares of common stock. The warrant vested~~ on ~~April~~March 1511, ~~2021.~~2025, ~~The~~the ~~warrants~~operations ~~have~~of anPremier ~~exercise~~Holdings ~~price $0.25~~have ~~and~~been ~~expire in three years~~consolidated. ~~The aggregate~~ ~~fair~~As ~~value~~ of ~~the~~December ~~warrants~~31, ~~totaled $180~~2025,~~000 based~~ onthese ~~the~~financial ~~Black~~statements ~~Scholes~~do ~~Merton~~not ~~pricing~~include ~~model~~any ~~using~~of ~~the~~Premier ~~following~~Holdings’ ~~estimates:~~operations ~~stock~~other ~~price~~than ofthe ~~$4.50,~~capital ~~exercise price of $0~~structure.~~25,~~ ~~1.57%~~All ~~risk~~significant ~~free~~intercompany ~~rate,~~balances ~~735.46% volatility~~ and ~~expected~~transactions ~~life~~will ofbe ~~the~~eliminated ~~warrants~~in ~~of 3 years~~consolidation.

AUse ~~summary~~ of ~~the status of the Company’s outstanding stock warrants and changes during the year is presented below:~~Estimates

	Number of Warrants			Weighted Average Price		Weighted Average Fair Value		Aggregate Intrinsic Value
Outstanding, March 31, 2023		40,000		$	0.25	$	0.18	$	—
Issued		—		$	—	$	—		—
Exercised		—		$	—	$	—		—
Expired		(40,000	)	$	—	$	—		—
Exercisable, March 31, 2024		—		$	—	$	—	$	—

The preparation of the Company’s financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue, and expenses and the disclosure in the Company’s financial statements and accompanying notes. The Company based its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from management’s estimates.

~~NOTE~~Significant estimates include the allowance for credit 8losses, –determination ~~RELATED~~of ~~PARTY~~the ~~TRANSACTIONS~~incremental borrowing rate used and the classification of right of use leases, recoverability of long-lived assets, including engine reserves.

~~During the years ended March 31, 2024 and 2023, the Company paid Mr. Leonard Lovallo $22,000 and $~~34,000 for his role as Chief Executive Officer and President of the Company. As of March 31, 2024, Mr. Lovallo agreed to accept shares of common stock for his accrued salary through March 31, 2024 and for April Compensation. Mr. Lovallo received 1,760,000 shares of common stock for $44,000 of accrued salary and 160,000 shares of common stock for $4,000 for April compensation. The shares received for April were debited to prepaids. As of March 31, 2024 and 2023, the Company has accrued $0 and $18,000 of compensation due to Mr. Lovallo, respectively.

OnSegment January 8, 2022, the Company renewed and extended its contract with its CEO for a term of one year. As a signing bonus, Mr. Lovallo was granted 400,000 shares of the Company’s common stock. The shares were valued at $0.90, for total expense of $360,000, which was amortized over the one-year term. Mr. Lovallo’s contract was extended for another year on January 1, 2023.Reporting

OnThe ~~December~~Company ~~22,~~currently ~~2022,~~operates ~~Ramzi~~and ~~Khoury,~~manages ~~Director,~~its ~~converted~~business ~~$22~~as one operating segment,~~500~~ which is the business of operating chartered flights and managing leased aircraft. The Company’s chief ~~due~~executive toofficer, ~~him~~who ~~into~~is 70the chief operating decision maker,~~000 shares~~ ofreviews ~~common~~financial ~~stock~~information on an aggregate basis for evaluating financial performance.

AsThe ofCODM ~~March~~primarily ~~31,~~uses ~~2024,~~net ~~Mr.~~income ~~Khoury agreed to accept~~(loss) ~~shares~~as ofthe ~~common~~key ~~stock~~measure ~~for his accrued salary through March 31, 2024 and for April Compensation. Mr. Khoury received 1,083,334 shares~~ of ~~common~~segment ~~stock for $32,500 of accrued salary and 83,334 shares of common stock for $2,500 for April compensation~~performance. ~~The~~This ~~shares~~metric ~~received for~~is ~~April~~used ~~were debited~~ to ~~prepaids.~~assess ~~In addition, Mr. Khoury forgave $5,000 that was owed to him. The amount was credited to paid in capital. As of March 31, 2024 and 2023,~~ the Company’s ~~has~~overall ~~accrued~~profitability $0 and ~~$7,500~~to ofmake ~~compensation~~decisions regarding ~~due~~resource ~~to Mr~~allocation. ~~Khoury, respectively.~~

~~F-12~~A summary of net loss for the years ended December 31, 2025 and 2024 is as follows:

NOTE 9 – INCOME TAX

Schedule of segment reporting
	2025			2024
Net loss	$	(3,865,621	)	$	(2,191,235	)

~~Deferred~~No ~~taxes~~additional ~~are~~segment-level ~~provided~~financial ~~on a liability method~~information ~~whereby~~is ~~deferred~~reviewed tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by ~~a valuation allowance when, in~~ the ~~opinion of management~~CODM, itand istherefore ~~more~~no ~~likely~~further ~~than~~segment ~~not~~disclosures ~~that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities~~ are ~~adjusted for the effects of changes in tax laws and rates on the date of enactment~~presented. ~~The U.S. federal income tax rate is 21%.~~

~~The provision for Federal income tax consists of the following March 31:~~Cash

	2024			2023
Federal income tax benefit attributable to:
Current Operations	$	83,800		$	367,600
Less: valuation allowance		(83,800	)		(367,600	)
Net provision for Federal income taxes	$	—		$	—

Cash consists of cash in readily available checking accounts and funds deposited into savings accounts. Cash is recorded at cost, which approximates fair value. As of December 31, 2025 and 2024, the Company had cash balances deposited at a major financial institution. Cash balances are subject to minimal credit risk as the balances are with high-credit quality financial institutions.

~~The~~Accounts ~~cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:~~Receivable

	2024			2023
Deferred tax asset attributable to:
Net operating loss carryover	$	3,678,000		$	3,594,000
Less: valuation allowance		(3,678,000	)		(3,594,000	)
Net deferred tax asset	$	—		$	—

Accounts receivable are comprised of trade receivables from the Company’s customers and are recorded at the invoiced amount or amounts earned in accordance with contractual terms but not yet invoiced. Accounts receivable do not bear interest.

AtThe ~~March~~Company ~~31,~~estimates ~~2024,~~an ~~the~~allowance ~~Company~~for ~~had~~expected ~~net operating loss~~credit ~~carry~~losses ~~forwards~~in ofaccordance ~~approximately~~with ~~$3,678,000~~ASC ~~that~~326 ~~may~~(Current beExpected ~~offset~~Credit ~~against future taxable income~~Losses). No ~~tax~~The ~~benefit~~allowance ~~has been reported in the March 31, 2024 or 2023 financial statements since the potential tax benefit~~ is ~~offset~~based byon a ~~valuation~~combination ~~allowance~~ of ~~the same amount.~~:

~~Due~~· tospecific ~~the~~identification ~~change in ownership provisions~~ of ~~the~~individual ~~Tax Reform~~customer ~~Act~~exposures of· ~~1986,~~historical ~~net~~collection ~~operating~~experience ~~loss~~· ~~carry~~current ~~forwards~~economic ~~for~~conditions ~~Federal~~· ~~income~~reasonable ~~tax~~and ~~reporting~~supportable ~~purposes~~forecasts ~~are~~of ~~subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in~~ future ~~years.~~collectability

~~ASC~~For ~~Topic~~certain ~~740~~receivables, ~~provides~~including ~~guidance~~those onthat ~~the accounting~~are ~~for~~individually ~~uncertainty~~significant inor ~~income~~exhibit ~~taxes~~unique ~~recognized~~risk incharacteristics, athe ~~company’s~~Company ~~financial~~applies ~~statements. Topic 740 requires~~ a ~~company~~specific toidentification ~~determine~~approach ~~whether it~~rather ~~is more likely~~ than ~~not that a tax position will be sustained upon examination based upon the technical merits of the position. If~~relying ~~the~~solely ~~more-likely-than-not~~on ~~threshold~~historical isloss ~~met, a company must measure the tax position to determine the amount to recognize in the financial statements~~rates.

~~The~~During ~~Company~~the ~~includes~~year ~~interest~~ended ~~and~~December ~~penalties~~31, ~~arising from~~2025, the ~~underpayment~~Company recognized ofamounts ~~income~~due ~~taxes~~under incontractual ~~the~~arrangements ~~statements~~that ofinclude ~~operations~~fixed inminimum ~~the~~payment ~~provision~~provisions, ~~for~~which ~~income~~are ~~taxes.~~earned Asas performance obligations are satisfied and are enforceable irrespective of ~~March~~usage. ~~31,~~These ~~2024,~~amounts ~~the~~are ~~Company had~~included noin ~~accrued~~accounts ~~interest~~receivable orand ~~penalties~~are ~~related~~subject to ~~uncertain~~the ~~tax~~Company’s CECL ~~positions~~evaluation.

~~NOTE~~The 10Company’s –allowance ~~SUBSEQUENT~~for ~~EVENTS~~doubtful accounts includes estimates related to:

In(i) ~~accordance~~specific ~~with~~customer ~~SFAS~~disputes ~~165~~and ~~(ASC~~contractual ~~855-10)~~enforcement ~~management has~~matters, ~~performed~~including anamounts ~~evaluation~~subject ofto ~~subsequent~~ongoing ~~events~~legal ~~through~~evaluation ~~the~~and ~~date~~recovery ~~that~~efforts, ~~the~~and ~~financial~~(ii) ~~statements~~receivables ~~were~~arising ~~issued~~from ~~and~~profit-sharing ~~has~~arrangements, ~~determined~~where ~~that~~collectability ~~it has~~is ~~the~~influenced ~~following~~by ~~material~~future ~~subsequent~~operating ~~events~~performance toand ~~disclose~~contractual inrecovery ~~these financial statements~~mechanisms.

OnAs ~~April~~of 9December 31, 2025 and 2024, the Company’s ~~transfer agent~~had ~~issued~~an ~~785,833~~allowance ~~shares~~for ofdoubtful ~~common~~accounts ~~stock due to EROP as~~ of ~~March 31~~$1, ~~2024~~568,030 ~~for~~and ~~the~~$72,405, ~~conversion of debt~~respectively.

OnThe ~~April~~Company ~~23,~~identified ~~2024~~approximately $470,633 ~~Ramzi~~of ~~Khoury~~unbilled contractual ~~resigned~~revenue ~~his~~related ~~position as~~to aprior ~~director~~periods. Due to the timing of recognition and ongoing evaluation of collectability, these amounts have not been recognized in the ~~Company~~current period financial statements. Management believes these amounts are contractually enforceable and is pursuing recovery through legal channels.

~~On May 16, 2024, the Company issued Mr. Lovallo 160,000 shares of common stock for compensation expense of $4,000.~~35

OnConcentration ~~May 31, 2024, EROP converted $15,000 and $827~~ of ~~principal~~Credit ~~and interest, respectively, into 791,333 shares of common stock.~~Risk

~~F-13~~Financial instruments that may potentially expose the Company to concentrations of credit risk primarily consist of cash and accounts receivable.

The Company maintains cash balances with multiple high-credit-quality financial institutions. Such balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to applicable limits; however, balances may exceed insured limits at times. The Company has not experienced any losses in such accounts.

The Company’s accounts receivable are concentrated among a limited number of customers. Credit quality is monitored on an ongoing basis, and allowances for expected credit losses are recorded as appropriate.

As of December 31, 2025:

	·	Two customers accounted for approximately 97% of total accounts receivable
	·	One customer accounted for approximately 18% of total revenue in each year

As of December 31, 2024:

	·	Two customers accounted for approximately 89% of total accounts receivable
	·	One customer accounted for approximately 10% of total revenue in each year

A portion of the Company’s receivables relates to amounts due under contractual arrangements that are currently subject to dispute and/or collection efforts. While management believes these receivables are contractually enforceable and expects to recover a substantial portion of the outstanding balances, the ultimate timing and amount of recovery may vary.

Property and Equipment, Net

Property and equipment are stated at cost, less accumulated depreciation. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets. Maintenance and repairs are expensed as incurred.

The following estimated useful lives were used to depreciate the Company’s assets:

Schedule of estimated useful lives
Furniture	5 years
Computers	3 years
Vehicles	5 years
Aircraft and improvements	Shorter of 10 years or the life of the asset
Equipment	10-15 years

Impairment of Long-Lived Assets

Long-lived assets consist primarily of property and equipment. Long-lived assets are tested for impairment when events and circumstances indicate the assets might be impaired by first comparing the estimated future undiscounted cash flows of the asset or asset group to the carrying value. If the carrying value exceeds the estimated future undiscounted cash flows, an impairment loss of its long-lived assets is recognized based on the amount that the carrying value exceeds the fair value of the asset or asset group. The Company did not recognize impairment losses of its long-lived assets during the years ended December 31, 2025 and 2024.

Investments

The Company applies the cost method of accounting to investments when it does not have significant influence or a controlling interest in the investee and the fair value of the investment is not readily determinable. Dividends on cost method investments received are recorded as income.

For equity investments without readily determinable fair values measured at cost, the Company assesses investments for impairment whenever there are observable price changes for an identical or similar investment of the same issuer. If the Company identifies observable price changes in orderly transactions for the identical or a similar investment of the same issuer, the Company must measure its equity investment at fair value in accordance with ASC 820, Fair Value Measurement, as of the date that the observable transaction occurred. See Note 3 for additional information.

Debt

Debt is recognized initially at fair value, net of transaction costs, and is subsequently measured at amortized cost using the effective interest method. The difference between the proceeds (net of transaction costs) and the redemption value is recognized in the statement of operations over the period of the borrowings using the effective interest method.

Classification of debt depends on the terms of the agreement. Debt payable within twelve months after reporting period is reported as current liabilities while debt that is expected to be due more than twelve months after the reporting period is reported as non-current liabilities. However, if at the balance sheet date, the Company intends to refinance a short-term obligation on a long-term basis, the short-term obligation is classified as non-current only if the Company can demonstrate its ability to consummate the long-term refinancing by either of the (a) issuing the long-term obligation or equity securities after the Company’s balance sheet date, but before the balance sheet is issued or available to be issued or (b) entering into a financing agreement before the borrower’s balance sheet is issued or available to be issued.

Leases

Under ASC 842, leases are separated into two classifications: operating leases and finance leases. For a lease to be classified as a finance lease, it must meet one of the five finance lease criteria at inception: (1) transfer of title/ownership to the lessee, (2) purchase option, (3) lease term for the major part of the remaining economic life of the asset, (4) present value represents substantially all of the fair value of the asset, and (5) asset specialization. Any lease that does not meet these criteria is classified as an operating lease. ASC 842 requires all leases to be recognized on the Company’s balance sheet. Operating leases are included in operating lease right-of-use (ROU) assets, current operating lease liabilities and noncurrent operating lease liabilities within the balance sheet. Finance leases are included in property, plant, and equipment, current maturities of long-term debt and finance leases, and long-term debt and finance leases, net of current maturities, within the balance sheet.

The Company leases certain aircraft and equipment under operating lease arrangements. The Company has elected the short-term lease exemption for leases with an initial term of 12 months or less. Under this election, short-term leases are not recorded on the balance sheet, and lease payments are recognized as lease expense on a straight-line basis over the lease term.

Fair Value of Financial Instruments

ASC Topic 820, Fair Value Measurement, establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing an asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances.

ASC 820 identifies fair value as the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following:

	Level 1:	Observable inputs such as quoted prices in active markets for identical assets or liabilities.
	Level 2:	Inputs, other than quoted prices in active markets, that are observable for the asset or liability, either directly or indirectly.
	Level 3:	Unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions.

Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The Company’s financial assets are subject to fair value measurements on a recurring basis. As of December 31, 2025 and 2024, the Company’s investment – related party is considered a level 2 item as the fair market value is based upon the common stock of Dalrada Financial Corporation, see above and Note 3 for additional information.

Revenue Recognition

The Company follows ASC 606, Revenue from Contracts with Customers (ASC 606) for recognition of its chartered flights and management fees. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for goods or services and excludes sales incentives and amounts collected on behalf of third parties. The Company analyzes the nature of these performance obligations in the context of individual agreements in order to assess the distinct performance obligations.

The Company applies the following five-step model to recognize revenue: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

Revenue is derived from a variety of sources including, but not limited to (i) flights and (ii) aircraft management.

The Company accounts for a contract when both parties have approved and are committed to performing their obligations, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and the collectability of consideration is probable.

Revenue is recorded net of discounts on standard pricing and incentive offerings, including special pricing agreements and certain promotions.

Deferred revenue is an obligation to transfer services to a customer for which consideration has already been received. Upon receipt of a prepayment from a customer for all or a portion of the transaction price, a contract liability is initially recognized. The contract liability is settled and revenue is recognized upon satisfaction of the performance obligation to the customer at a future date.

Flights and flight-related services, along with the related costs of the flights, are earned and recognized as revenue at the point in time in which the service is provided. For round trip flights, revenue is recognized upon completion of the trip.

The Company manages aircraft for owners in exchange for a contractual fee. Management fees are reported as revenue along with amounts billed to the aircraft owner for maintenance parts and labor. Owner-incurred expenses, including maintenance coordination, cabin crew, and pilots, as well as recharging of certain incurred aircraft operating costs and expenses such as maintenance, fuel, landing fees, parking, and other related operating costs are recovered by the Company as pass through costs. No revenue is recorded for the reimbursement of these costs as they are recorded net.

The Company’s disaggregated revenues comprised of the following for the years ended December 31:

Schedule of disaggregated revenues
	2025		2024

Charter sales	$	27,371,237	$	19,538,585
Leasing arrangements		3,952,928		–
Management fees		51,000		103,000
Maintenance revenues		439,017		1,078,144
Other revenues		63,326		31,410
Total:	$	31,877,508	$	20,751,139

Advertising Costs

The Company reports as expense the cost of advertising and promoting its services as incurred. Such amounts are included in selling, general and administrative expenses in the accompanying statements of operations and totaled $249,931 and $198,557 for the years ended December 31, 2025 and 2024, respectively.

Income Taxes

Prior to February 2024, as discussed in Note 1, the Company was taxed as a partnership. Under these provisions, the Company was not subject to federal corporate income taxes on its taxable income. Instead, the member was liable for individual federal and state income taxes on their respective shares of the Company’s taxable income. However, the Company was subject to certain state, excise, franchise and license fees; the provision for income taxes reflected in the accompanying financial statements consists primarily of such items. Deferred tax assets and liabilities related to these taxes were insignificant.

Subsequent to January 1, 2024, the Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred income taxes are recognized for differences between financial reporting and tax bases of assets and liabilities at the enacted statutory tax rates in effect for the years in which the temporary differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. The Company evaluates the realizability of deferred tax assets and valuation allowances are provided when necessary to reduce net deferred tax assets to the amounts expected to be realized.

The Company calculates the current and deferred income tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed income tax returns are recorded when identified. The amount of income taxes paid is subject to examination by U.S. federal and state tax authorities. The estimate of the potential outcome of any uncertain tax issue is subject to management’s assessment of relevant risks, facts and circumstances existing at that time. To the extent that the assessment of such tax positions change, the change in estimate is recorded in the period in which the determination is made.

At January 1, 2024, the Company recorded a deferred tax liability of approximately $23,000 due to book to tax difference upon the conversion to a C-corp. As of December 31, 2024, the Company reversed the deferred tax liability as the Company has a deferred tax asset due to net operating losses. As of December 31, 2024, the Company has recorded a valuation allowance against 100% of the deferred tax assets.

Net Income Per Share

Net income per share is computed by dividing net income by the weighted average shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share”. Basic earnings per share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares outstanding during the year. Diluted earnings per share calculations are determined by dividing net income by the weighted average number of shares and dilutive share equivalents outstanding. As of December 31, 2025, the Company has 37,405,860 in dilutive securities related to the conversion of outstanding shares of Series A Preferred Stock. The effects of the dilutive shares have been excluded from the calculation of dilutive loss per share for the year ended December 31, 2025 as they are anti-dilutive. The Company did not have any dilutive securities outstanding for the year ended December 31, 2024.

Recent Accounting Pronouncements

The FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs issued to date, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact on our financial statements.

Accounting Standard Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). In December 2023, the FASB issued ASU 2023-09, which requires more detailed income tax disclosures. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption of ASU 2023-09 on January 1, 2025 did not have a significant impact on the Company’s operations other than expanded footnote disclosures.

In November 2024, the FASB issued the ASC 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-04) Disaggregation of Income Statement Expenses, which requires additional disclosure of the nature of expenses included in the income statement in response to requests from investors for more information about an entity’s expenses. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as disclosures about selling expenses. The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently evaluating the impact this new guidance will have on its financial statements and disclosures.

3. Financial Statement Elements

Property and Equipment

Property and equipment, net, as of December 31, 2025 and 2024 consists of the following:

Schedule of property and equipment net
	2025			2024

Aircraft and improvements	$	9,255,997		$	6,548,355
Equipment		126,872			121,437
Building Signage		12,885			12,885
Vehicles		3,000			3,000
Furniture		11,239			11,239
Total:		9,409,993			6,696,916
Less accumulated depreciation		(997,071	)		(252,514	)
Total property and equipment	$	8,412,922		$	6,444,402

Depreciation related to property and equipment was $744,557 and $221,259 for the year ended December 31, 2025 and 2024, respectively. The carrying value of assets leased to third parties was $9,913,727 as of December 31, 2025.

Aircraft Engine Long Term Service Contracts

The Company is a party to long-term service contracts to perform engine replacement and major maintenance. These contracts extend the useful life of an engine by providing major maintenance and/or replacement engines to mitigate risk of lost charter revenue due to aircraft downtime. Under these arrangements, the Company makes periodic payments in advance of services being performed or replacement parts being provided. These payments are generally based on contractual minimum usage requirements as well as variable usage in excess of such minimum thresholds. Payments made for such contracts for aircraft operated under operating leases are expensed as incurred. In the case of long-term service contracts for aircraft owned or financed, the Company evaluates the economic substance of these arrangements and accounts for the related payments based on their underlying nature as follows:

	-	Reserve balances – Amounts funded under these programs represent prepaid maintenance funding and are recorded as an asset on the balance sheet. These balances are amortized over the remaining term of the respective agreements based on estimated level-rate engine hours over the contractual term of the maintenance arrangements. The amortization reflects the pattern of consumption of the underlying economic benefit and is periodically adjusted based on updated estimates of future aircraft utilization.
	-	Minimum usage component – Payments associated with contractual minimum usage requirements are considered part of the overall reserve funding structure. Increases in reserve balances resulting from such minimum funding are included within the engine reserve asset and are amortized over the remaining contractual term based on estimated level-rate engine hours over the term of the maintenance arrangements. This amortization reflects the pattern of consumption of the underlying economic benefit and is periodically adjusted based on updated estimates of future aircraft utilization.
	-	Incremental usage component – Payments associated with usage in excess of contractual minimum thresholds represent variable, usage-based consumption of engine life and are expensed as incurred.

When major maintenance or replacement events occur under these programs, the Company evaluates the nature of the costs incurred. To the extent such costs represent a significant restoration or extension of engine life and are not otherwise satisfied through previously funded reserves, such amounts may be capitalized and amortized over the expected period of benefit.

Investment - Related Party

The Company holds 420,366 shares of Dalrada Financial Corporation (“DFC”) Convertible Series “G” preferred stock (“Series G”). The stated amount of the investment was $420,366. The Series G are convertible at a fixed rate conversion price of $0.30 per common share, for a total of 1,401,220 common shares of DFC. The ownership in DFC is less than 20%. The Company accounts for the investment at fair market value.

During the year ended December 31, 2025 and 2024, the Company recorded a gain (loss) of ($39,234) and ($195,471), respectively. The Company bases the fair market value of the investment on the closing stock price of DFC’s common stock which is considered a similar investment.

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses as of December 31, 2025 and 2024 consist of the following:


	2025		2024

Accounts payable	$	4,256,149	$	2,009,976
Payroll liabilities		441,772		160,058
Credit cards payable		140,586		91,666
Total:	$	4,838,507	$	2,261,700

Deferred revenue is recorded when payments are received in advance of the Company performing its service obligations and are recognized over the service period. Deferred revenue primarily relates to prepayments of chartered flights as customers pay upfront for flights. Deferred revenue as of December 31, 2025 and 2024 was $733,785 and $192,820, respectively. All deferred revenue recorded at December 31, 2024, was recorded as revenue during the year ended December 31, 2025. All deferred revenue as of December 31, 2025, is expected to be recorded as revenue in calendar 2026.

4. Aircraft Lease Agreements

The Company entered into aircraft lease and management agreements with Paradigm Jet Management (“Paradigm”), pursuant to which the Company provided aircraft access and related services.

General Description

Under the terms of the agreements, the Company made aircraft available toParadigm for charter operations. The Company retained operational control of the aircraft and was responsible for providing flight services, maintenance coordination, and related support. The agreements included provisions for minimum guaranteed usage as well as variable usage based on actual flight hours.

Payment Terms

The agreements generally provided for:

	·	A minimum guaranteed number of flight hours, typically 50 hours per month per aircraft;
	·	An hourly rate of approximately $7,000 per flight hour; and
	·	Additional charges for certain operating costs, maintenance-related items, and other reimbursable expenses.

The Customer was obligated to pay for the minimum guaranteed usage regardless of actual flight activity.

Revenue Recognition

Revenue under these agreements is recognized in accordance with ASC 842. Fixed minimum payments are recognized on a straight-line basis over the lease term, reflecting the Company’s right to consideration as the lessee uses the underlying asset. Variable payments based on usage, such as flight hours, are recognized as lease revenue in the period in which the underlying usage occurs.

Accounts Receivable and Contractual Amounts

As of December 31, 2025, the Company has recognized amounts due under these agreements, including amounts associated with minimum guaranteed usage that had not yet been invoiced. Certain amounts remain outstanding and are subject to ongoing collection efforts, including potential legal proceedings.

5. Right of Use Assets and Liabilities

Right of Use - Operating

The Company has a month-to-month lease for its office, ramp and hanger space in Carlsbad, California. The Company entered into a lease amendment on February 14, 2023, increasing the monthly rent to $7,108. The Company entered into another lease amendment on February 1, 2024 which increased the monthly rent to $9,438. Effective September 1, 2024, the Company entered into a revised lease agreement for a period of 60 months expiring on August 31, 2029. Under the terms of the agreement, the Company’s initial monthly payment is $28,371 increasing by a minimum of 3% per annum each subsequent year. There are no lease renewals. On September 1, 2024, the Company recorded a right of use asset and liability – operating of $1,317,020. The Company used an incremental borrowing rate of 12.9% based upon historical borrowing rates on similar collateralized loans.

As discussed in Note 6, in May 2024, the Company and Demeter signed an Aircraft Asset Rights Transfer Agreement which included leases on four aircraft. At the time of assignment, the Company recorded right of use assets and liabilities – operating of $4,558,913 and $4,558,193, and right of use assets and liabilities – financing of $12,433,818 and $10,520,064, respectively. The Company accounted for the assets and liabilities assumed at their carrying value due to both entities being under common control. The operating leases are payable in monthly payments ranging from $25,000 to approximately $32,000 through December 2029 and contained an initial imputed interest rates ranging from 7.75% to 12.9% and are secured by the equipment being leased.

For the years ended December 31, 2025 and 2024, the Company recorded total operating lease expense of $893,322 and $731,485, respectively. As of December 31, 2025, the weighted average remaining lease term and the weighted average discount rate for the operating leases was 4.0 years and 10.33%, respectively.

Maturities of the Company’s right of use liabilities – operating is as follows:

Schedule of operating maturities
Years Ending December 31:
2026	$	2,917,376
2027		2,928,001
2028		2,938,945
2029		2,827,624
2030		129,600
Total		11,741,546
Less amount representing interest		(2,292,171	)
Total less interest		9,449,375
Less current portion		(1,974,051	)
Long-term portion	$	7,475,324

Right of Use - Financing

The financing leases are payable in monthly payments ranging from $14,698 to $53,077 through dates ranging from November 2026 to October 2028 and contain original imputed interest rates ranging from 3.85% to 7.75% and are secured by the equipment being leased. Additionally, the leases have balloon payments due at the end of the leases totaling $8,894,298.

For the years ended December 31, 2025 and 2024, amortization expense of right of use assets – financing was $103,692 and $54,067, respectively. For the years ended December 31, 2025 and 2024, interest expense associated with the right of use liabilities – financing was approximately $716,712 and $492,869, respectively. As of December 31, 2025, the weighted average remaining lease term and the weighted average discount rate for the financing leases was 2.25 years and 6.5%, respectively.

As of December 31, 2025, future annual minimum lease payments under right of use liabilities – financing are as follows:

Schedule of financing lease liability
Years Ending December 31:
2026	$	2,578,167
2027		958,195
2028		8,116,608
Total		11,652,969
Less amount representing interest		(1,814,291	)
Total less interest		9,838,679
Less current portion		(1,895,018	)
Long-term portion	$	7,943,661

6. Notes Payable

On July 25, 2020, the Company received a loan in the amount of $92,300 from the U.S. Small Business Administration, authorized under Section 7(b) of the Small Business Act (SBA). Installment payments, including principal and interest of $451, are due monthly beginning twelve months from the loan effective date, with an interest rate of 3.75% per annum. The outstanding balance at December 31, 2025 and 2024, was $0, and $2,813, respectively.

In June 2024, the Company received a loan of $120,000 from a third party to be used in operations. The monthly loan payments of $11,349 commence on July 25, 2024 and continue until June 25, 2025. The loan incurs interest at a rate of 24.00% per annum. The outstanding balance at December 31, 2025 and 2024, was $0, and $63,546, respectively.

As part of the transfer from Demeter as noted in Note 6, the Company assumed a loan with a third party of $1,050,259. The loan incurred interest at 12.0% per annum and required monthly payments of $20,154 and a balloon payment of $1,040,169 in July 2024. The loan was secured by the aircraft. In July 2024, the aircraft securing the loan was sold and a portion of the proceeds were used to satisfy the loan.

In September 2024, in connection with the purchase of an aircraft, the Company entered into a loan with a third party for $3.8 million. The loan incurs interest at 12.9% per annum and requires 24 monthly payments of $48,377 and a balloon payment of $3,595,153 on September 2, 2026. The loan is secured by the aircraft and guaranteed by the Company’s shareholder. The outstanding balance at December 31, 2025 and 2024, was $3,669,692, and $3,769,402, respectively.

In April 2025, the Company received a loan of $107,000 from a third party to be used in operations. The monthly loan payments of $10,118 commenced on May 3, 2025 and will continue until May 3, 2026. The loan incurs interest at a rate of 24.00% per annum. The outstanding balance at December 31, 2025 and 2024, was $29,178, and $0, respectively.

In September 2025, the Company received a loan of $482,500 from a third party to be used in operations. The loan requires weekly payments of $15,796 commencing in September 2025 and will continue until paid off which is expected to be in July 2026. The loan incurs an effective interest rate of 90.67% per annum. The loan is guaranteed by the primary shareholder of the Company. The outstanding balance at December 31, 2025 and 2024, was $337,860, and $0, respectively.

In September 2025, the Company converted amounts due of $662,488 to a lessor previously recorded as accounts payable to a loan payable. The loan requires weekly payments of $42,638 commencing in September 2025 and will continue until paid off which is expected to be in December 2025. The loan incurs an effective interest rate of 18.00% per annum. Under a default, the lessor has the right to terminate the leasing arrangements. The outstanding balance at December 31, 2025 and 2024, was $0, and $0, respectively.

All remaining debt balances are due within the year end December 31, 2026.

7. Related Party Transactions

The tables below summarize the Company’s transactions and balances with its related parties as of December 31, 2025 and 2024 and for the years ended December 31, 2025 and 2024:

For the Year Ended December 31, 2025

Entity Name

Nature of Transactions

Transaction
Amount, Net During the Year Ended
December 31, 2025

Outstanding
Balance as of December 31, 2025

Affiliation, Terms and Conditions

Due from Related Parties

Demeter Harvest

Charter Sales

16,230

500

Refer to (a)

Demeter N207JB

Charter Sales

13,089

(24,600

)

Refer to (a)

Demeter N265AV

Charter Sales

–

20,750

Refer to (a)

Demeter N555DH

Charter Sales

–

3,493

Refer to (a)

Demeter N713FL

Charter Sales

–

2,000

Refer to (a)

Demeter N813MS

Charter Sales

–

39,067

Refer to (a)

Dalrada Financial Corp.

Charter Sales

7,845

–

Refer to (a)

Genefic

Charter Sales

8,500

–

Refer to (a)

Tipp Investments

Charter Sales

182,335

19,269

Refer to (a)

60,479

Due to Related Parties

Afinida - Note

Promissory note payable

–

485,720

Refer to (b)

Afinida - Marketing

Marketing

58,773

1,803

Refer to (c)

Innoworks

Payroll Advances Accounts Payable

5,224,847

2,659,201

Refer to (b)

CSL Staffing

SG&A Professional Fees

29,298

–

Refer to (c)

Tipp Investments

Marketing

200,000

40,000

Refer to (c)

3,186,724

Others

Dalrada Financial Corp.

Investment

39,234

46,240

Refer to Note 3

For the Year Ended December 31, 2024

Schedule of related parties transactions

Entity Name

Nature of Transactions

Transaction
Amount, Net During the Year Ended
December 31, 2024

Outstanding
Balance as of December 31, 2024

Affiliation, Terms and Conditions

Due from Related Parties

Demeter

Pass-through costs

501,592

–

Refer to (a)

Maintenance revenue

691,907

–

Refer to (a)

Management fees

46,750

–

Refer to (a)

Demeter Harvest

Charter Sales

9,702

5,144

Refer to (a)

Demeter N207JB

Charter Sales

35,434

Refer to (a)

Demeter N614AF

Charter Sales

39,067

Refer to (a)

Demeter N265AV

Charter Sales

20,750

Refer to (a)

Demeter N555DH

Charter Sales

49,058

10,213

Refer to (a)

Demeter N713FL

Charter Sales

31,377

2,000

Refer to (a)

Tipp Investments

Charter Sales

–

53,280

Refer to (a)

Dalrada Health

Charter Sales

17,000

Refer to (a)

Dalrada Energy Services

Charter Sales

8,158

(3,790

)

Refer to (a)

179,098

Due to Related Parties

Afinida - Note

Promissory note payable

(421,673

)

501,483

Refer to (b)

Prime Capital - Note

Promissory note payable

(200,028

)

386,821

Refer to (b)

Innoworks - Advances

Accounts payable - Payroll

3,770,465

–

Refer to (b)

Innoworks - Note - February 2024

Promissory note payable

(122,121

)

–

Refer to (b)

Innoworks - Note August 2024

Promissory note payable

14,599

–

Refer to (b)

Innoworks - Note - December 2024

Promissory note payable

–

6,419,269

Refer to (b)

Demeter

Accounts payable - Aircraft rental

289,409

–

Refer to (d)

Afinida - Marketing

Marketing

24,357

11,144

Refer to (c)

Tipp Investments

Marketing

240,000

20,000

Refer to (c)

7,338,717

Others

Dalrada Financial Corp.

Investment

(195,471

)

85,474

Refer to Note 3

(a) Revenues and pass-through costs

Pass-through costs

Per the terms of management agreements between the Company and aircraft owners, certain aircraft expenses are the responsibility of the owners. However, the Company will pay for these costs on behalf of the owners and then invoice for the recovery of these amounts, which the Company refers to as “pass-through” costs. The Company has an aircraft management agreement for aircraft usage from Demeter Harvest Corp. (“Demeter”), an affiliated company owned by Sandra DiCicco Bonar, the majority owner of Tipp.

Maintenance revenue

The Company began performing in-house maintenance on aircrafts in 2022. In prior years, aircrafts were sent to third party mechanics for service.

Management fees

Per the terms of the management agreements between the Company and aircraft owners, a management fee is invoiced to owners on a monthly basis for the management of the aircraft, which primarily consists of handling administrative tasks in order to manage the rental of the planes. For the year ended December 31, 2025 and 2024, the Company has a management agreement with one affiliated company, Demeter.

Charter sales

These entities are either 100% or majority owned by Sandra DiCicco Bonar or controlled by a direct family member of Sandra DiCicco Bonar. The Company does not have stated payment terms as it applies to related party sales.

(b) Debt and advances

Afinida, Inc.

Afinida Inc. (“Afinida”) is a payroll processing company that is a subsidiary of Trucept, Inc.; Sandra DiCicco Bonar’s family member is the Chairman of the Board at Trucept, Inc. From the period July 1, 2019 through January 30, 2022, Afinida paid certain payroll costs (salaries and wages) for the Company. It was verbally agreed that the Company would pay Afinida for these amounts in the future, but formal terms were not documented until June 2022, when a formal Promissory Note was put in place. The Promissory Note converted outstanding payroll services invoices due to Afinida as of December 31, 2021 in the amount of $1,674,032 into a note, payable over 36 months with a simple interest of 5%, and with the first payment due on July 1, 2022. On March 19, 2025, the Company entered into an amended and rested note with Afinida for $501,483 which represented the amounts due to Afinida at December 31, 2024. Under the terms of the amended note, monthly principal and interest payments of $15,715 will commence on October 1, 2025 for period of 36 months. The amended note incurs an annual interest rate of 8%.

Innoworks Employment Services

Innoworks Employment Services (“Innoworks”) is a professional employer organization (“PEO”) in which a family member of Sandra DiCicco Bonar exercises significant influence over the operations. From the period February 1, 2022 through December 31, 2023, Innoworks paid certain payroll costs (salaries and wages) for the Company. It was verbally agreed that the Company would pay Innoworks for these amounts in the future. As of December 31, 2023, no written agreement existed. However, in February 2024, a formal Promissory Note was put in place. The Promissory Note converted all outstanding payroll services invoice due to Innoworks as of December 31, 2023 in the amount of $2,756,327 into a note, payable over 96 months, with a simple interest of 5%, and with the first payment due on March 1, 2024.

The Company entered into a note payable with Innoworks for $1,629,954 on August 1, 2024 for unpaid accounts from January 1, 2024 to June 30, 2024. The note is payable in monthly installments of $23,042 over a period of eight years and incurs interest at 8% per annum. First payment was to be made on December 1, 2024. No payments were made on this loan.

On March 19, 2025, the Company entered into an amended and rested note with Innoworks for $6,419,269 which represented the amounts due to Innoworks at December 31, 2024. Under the terms of the amended note, monthly principal and interest payments of $55,680 will commence on October 1, 2025 for period of 120 months. The amended note incurs an annual interest rate of 8%.

On August 5, 2025, related party notes payable and amounts due to Innoworks of $6,419,269 was converted into 100,000 shares of Series A Preferred Stock (“Series A”). The note is convertible in to shares of common stock at $0.04 per share which represented the fair market value of the common stock on that date. On October 21, 2025, the conversion price of the Series A was modified to $0.25 per share. There was no impact on the financial statements due to the modification

On August 13, 2025, the Company entered into a note payable with Innoworks for $2,565,646, which represented amounts due to Innoworks through June 30, 2025. Under the terms of the note, monthly principal and interest payments of $39,989 will commence on December 1, 2025 for period of 84 months. The note incurs an annual interest rate of 8%.

On November 11, 2025, related party notes payable and amounts due to Innoworks of $2,565,646 was converted into 39,970 shares of Series A. The note is convertible into shares of common stock at $0.25 per share which was determined to be in excess of the Company’s common stock on that date.

During the year ended December 31, 2025 and 2024, additional advances from Innoworks for payroll related items were $5,224,847 and $3,770,465, respectively, and had an outstanding balance of $2,659,201 as of December 31, 2025. See above for 2025 and 2024 amounts converted into a promissory note.

Prime Capital

Prime Capital (“Prime”), which has a family member of the Company employed at Prime, has an agreement with Tipp to collect funds for and disperse such funds on behalf of Tipp; as such, it is a related party. From the period January 1, 2021 through December 31, 2021, Prime provided $153,514 to Premier to help finance operations. As of December 31, 2021, Prime had advanced a total of $817,209 to Premier. It was verbally agreed that the Company would pay Prime for these amounts in the future, but formal terms were not documented until July 2022, when a formal Promissory Note was put in place. The Promissory Note in the amount of $817,209 represents the amount due to Prime as of December 31, 2021, payable over 42 months, with a simple interest of 5%, and with the first payment due on August 1, 2022. On March 19, 2025, the Company entered into an amended and rested note with Prime for $386,821 which represented the amounts due to Prime at December 31, 2024. Under the terms of the amended note, monthly principal and interest payments of $17,495 will commence on October 1, 2025 for period of 24 months. The amended note incurs an annual interest rate of 8%.

On November 11, 2025, related party notes payable and amounts due to Prime of $366,549 was converted into 5,710 shares of Series A. The note is convertible into shares of common stock at $0.25 per share which was determined to be in excess of the Company’s common stock on that date.

Tipp Investments, LLC

The Company acquired a $3,000,000 line of credit with Tipp Investments, LLC on August 1, 2024, with annual interest of 12% and a maturity date of December 31, 2025. As of December 31, 2025, there have been no draws on the line of credit.

Payout Schedule

As of December 31, 2025, future annual minimum debt obligations are as follows:


Years Ending December 31:
2026	$	154,127
2027		166,807
2028		164,786
Total		485,720
Less current portion		(154,127	)
Long-term portion	$	331,593

(c) Marketing and other

The Company paid Trucept, Inc. to perform marketing research, launch social media campaigns and improve website performance. Sandra DiCicco Bonar’s family member is the Chairman of the Board at Trucept, Inc.

From time to time the Company utilizes related entities to provide catering, repair work and placement agent services.

(d) Note from receivable from Demeter and asset transfer

On January 9, 2023, the Company signed a Promissory Note agreement with Demeter. The Promissory Note converted outstanding net amounts due from Demeter as of December 31, 2021 in the amount of $2,164,913 into a note receivable, payable over 46 months, with a simple interest of 5%, and with the first payment of $49,417 to be received on February 1, 2023. As of December 31, 2023, the remaining balance of the note receivable is $2,027,453. See below for exchange of this note receivable for aircraft and right-of-use assets and lease liabilities during the year ended December 31, 2024.

On October 23, 2023, the Company signed a Promissory Note agreement with Demeter. The Promissory Note converted outstanding net amounts due from Demeter as of December 31, 2022 in the amount of $2,724,415 into a note receivable, payable over 72 months, with a simple interest of 5%, and with the first payment to be received on October 31, 2024. As of December 31, 2023, the remaining balance of the note receivable is $2,590,932. See below for exchange of this note receivable for aircraft and right-of-use assets and lease liabilities during the year ended December 31, 2024.

The Company leased aircraft owned by Demeter on an hourly basis; per the terms of the management agreement, the Company paid the aircraft owner a rate per hour that the plane is used in charter sales. Amounts due to Demeter for these lease payments was included in the exchange below.

In May 2024, Demeter signed an Aircraft Asset Rights Transfer Agreement to include Right of Usage of aircraft tail numbers: N614AF, N207JB, N236CA, and N555DH. This agreement transferred the Right to Use (includes all Demeter revenue share) and the Net Book Value of the assets and liabilities to the Company. The net assets include various right-of-use assets and lease liabilities, improvements made to the right-of-use assets, deposits on engine reserves, and other deposits. The Company received assets totaling $21,639,368, assumed liabilities of $16,129,236 and relieved $6,403,529 in amounts due from Demeter resulting in a difference of $893,397 which was recorded as a reduction of capital. On the date of transfer, the Company recorded assets consisting of $2,320,690 in property and equipment, $2,325,946 in maintenance reserves, $16,992,731 in right of use assets and total liabilities of $16,129,236 related to right of use liabilities and assumed notes payable, The Company accounted for the assets and liabilities assumed at their carrying value due to both entities being under common control.

8. Commitments and Contingencies

Indemnification

Under the Company’s amended and restated Certificate of Incorporation and amended and restated bylaws, the Company has indemnification obligations to its officers and directors for certain events or occurrences, subject to certain limits, while they are serving at the Company’s request in such capacity. There have been no claims to date, and the Company has a director and officer insurance policy that may enable it to recover a portion of any amounts paid for future claims.

Legal Proceedings

From time to time, the Company may be involved in legal proceedings arising in the ordinary course of our business. Except as set forth below, the Company is not currently a party, and Company property is not subject to, any other material pending legal proceedings, other than ordinary routine litigation incidental to the business.

Regardless of outcome, litigation can have an adverse impact on us due to defense and settlement costs, diversion of management resources, negative publicity and reputational harm, and other factors.

9. Income Taxes

The Company recorded the following provision for income taxes for the years ended December 31:

Schedule of provision for income taxes
	2025			2024

Current:
Federal	$	–		$	–
State		–			–
Total current		–			–
Deferred:
Federal		(797,866	)		(433,537	)
State		(251,626	)		(144,117	)
Total deferred		(1,049,492	)		(577,654	)
Valuation allowance		1,049,492			(577,654	)
Total provision for taxes	$	–		$	–

The Company’s net deferred tax assets and liabilities are as follows at December 31:


	2025			2024

Net operating losses	$	1,099,798		$	458,796
Reserves and accruals		544,425			125,935
Depreciation and amortization		(17,077	)		(17,077	)
Total:		1,627,146			577,654
Valuation allowance		(1,627,146	)		(577,654	)
Net deferred tax assets	$	–		$	–

During the years ended December 31, 2025 and 2024, the effective rate was approximately 0% and 0%, respectively. The Company’s federal income tax rate was 21% for the year ended December 31, 2025 and 21% for the year ended December 31, 2024. The difference between the federal statutory rate and the effective tax rate was due to a full valuation allowance on the deferred tax assets.

Prior to January 1, 2024, the Company was a limited liability company whereby its income or loss is allocated to the members. The Company will not be subject to federal or state income taxes from future profits or losses. Upon the conversion to a C-corporation, the Company recorded a deferred tax liability of $22,990 in connection with excess depreciation taken by the LLC. For tax purposes, the Company was considered a disregarded entity.

The Company has timely filed all its United States Federal and State tax returns. The Company has identified the United States Federal tax returns as its “major” tax jurisdiction, and for state tax reporting, the California. The Company‘s Federal income tax returns for the tax year 2021 forward is still subject to examination by the IRS. The Company’s state income tax return years for the tax year 2020 forward is still subject to examination by the corresponding state authorities. We do not currently have any ongoing tax examinations.

10. Stockholders’ Equity

On August 5, 2025, the Company authorized the issuance of 100,000 shares of Series A. The Series A has a stated value of $64.19 per share and is convertible into common stock at $0.04 per share. The Series A holders vote on an as converted basis. On October 21, 2025, the Company filed an amended Certificate of Designation with the Nevada Secretary of State to amend the conversion price of the Series A Preferred Stock from $0.04 per share to $0.25 per share. On October 29, 2025, the Company filed a Certificate of Amendment to increase the total authorized Series A shares to 155,000.

During the year ended December 31, 2025, the Company issued 1.0 million shares of common stock for legal and business advisory services. The shares vested upon issuance which the fair market value of $42,500 was based upon the closing market price of the Company’s common stock. During the year ended December 31, 2025, the entire value of $42,500 was recorded within selling, general and administrative expenses.

See Note 6 for discussion of related party notes converted into Series A.

11. Subsequent Events

On February 19, 2026, the Company appointed Gregory Johnson as an independent director of the Company. In connection with his appointment, the Company entered into an Independent Director Engagement Agreement whereby Mr. Johnson will receive an annual grant of stock options to purchase 150,000 shares of the Company’s common stock, vesting over 12 months and an exercise price of $0.063 per share.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~None~~On June 23, 2025, the Company changed its independent registered public accounting firm from Macias Gini & O’Connell LLP (“MGO”) to Fruci & Associates II, PLLC (“Fruci”).

~~ITEM~~The ~~9A.~~audit ~~CONTROLS~~reports ~~AND~~of ~~PROCEDURES~~MGO on the Company’s consolidated financial statements as of and for the years ended December 31, 2024 and 2023 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that such reports included an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern.

~~Management~~During the years ended December 31, 2024 and 2023, and through the date of the change in auditors, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) with MGO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to MGO’s ~~Report~~satisfaction, ~~Disclosure~~would ~~Controls~~have ~~and~~caused MGO to make reference thereto in its reports on the Company’s ~~Procedures~~financial statements.

During the ~~fourth~~same ~~quarter of the year ended March 31~~periods, ~~2024 out an evaluation, under the supervision and with the participation of our management, including our principal~~ ~~executive~~there ~~officer~~were ~~and~~no ~~principal~~reportable ~~financial~~events ~~officer, of the effectiveness of our disclosure controls and procedures~~ (as defined in ~~Exchange Act~~Item ~~Rules 13a-15~~304(ea) ~~and 15d-15~~(e1)(v). ~~Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as~~ of ~~the~~Regulation 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 disclosureS-K).

~~Our~~During ~~principal~~the ~~executive~~years ~~officer~~ended December 31, 2024 and ~~principal~~2023, ~~financial~~and ~~officer,~~through dothe ~~not~~date ~~expect~~of ~~that~~engagement ~~our~~of ~~disclosure~~Fruci, ~~controls~~neither ~~and~~the ~~procedures~~Company ornor ~~our~~anyone ~~internal~~acting ~~controls~~on ~~will~~its ~~prevent~~behalf ~~all~~consulted ~~error~~with Fruci regarding or(i) ~~fraud.~~the Aapplication ~~control~~of ~~system,~~accounting noprinciples ~~matter~~to ~~how~~a ~~well~~specific ~~conceived~~completed ~~and~~or ~~operated~~contemplated transaction, ~~can~~or ~~provide~~the ~~only~~type ~~reasonable,~~of ~~not~~audit ~~absolute,~~opinion ~~assurance~~ that ~~the objectives~~might ofbe ~~the~~rendered ~~control~~on ~~system~~the ~~are~~Company’s ~~met.~~financial ~~Further~~statements, ~~the~~and ~~design~~neither of a ~~control~~written ~~system~~report ~~must~~nor ~~reflect~~oral advice was provided to the ~~fact~~Company that Fruci ~~there~~concluded ~~are~~was ~~resource~~an ~~constraints~~important ~~and~~factor considered by the ~~benefits~~ ofCompany ~~controls~~in ~~must~~reaching bea ~~considered~~decision ~~relative~~as to ~~their~~any ~~costs.~~accounting, ~~Due~~auditing, toor ~~the~~financial reporting ~~inherent~~issue; ~~limitations~~or in(ii) ~~all~~any ~~control~~matter ~~systems,~~that nowas ~~evaluation~~ either the subject of ~~controls~~a ~~can~~disagreement ~~provide~~(as ~~absolute~~defined ~~assurance~~in ~~that~~Item ~~all~~304(a)(1)(iv) ~~control~~of ~~issues~~Regulation ~~and~~S-K) or ~~instances~~a ofreportable ~~fraud,~~event if(as ~~any,~~defined ~~have~~in ~~been~~Item ~~detected~~304(a)(1)(v) of Regulation S-K).

ToITEM 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 principles9A. In ~~addition,~~CONTROLS weAND 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.PROCEDURES

~~Management’s~~Our ~~Report~~disclosure oncontrols ~~Internal~~and ~~Control~~procedures ~~over~~are designed ~~Financial~~to ~~Reporting~~ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Board of Directors, Chief Executive Officer and Director, and our President and Treasurer, as appropriate, to allow timely decisions regarding required disclosure. As required by Rule 13a-15(b) and Rule 15d-15(b) under the Exchange Act, our management, including our Chief Executive Officer and Director evaluated, as of December 31, 2025, the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(c) and Rule 15d-15(e).

~~Internal~~Management’s ~~control~~Annual ~~over financial~~Report ~~reporting~~on (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 –over ~~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, 2024.~~Reporting

WeOur ~~are~~management ~~aware~~is ofresponsible ~~the~~for ~~following~~establishing and ~~material~~maintaining ~~weaknesses~~adequate in internal control ~~that~~over ~~could~~financial ~~adversely~~reporting ~~affect~~(as defined in Rule 13a-15(f) under the ~~Company’s~~Exchange ~~ability~~Act). toOur ~~record,~~internal control over financial reporting is a process, ~~summarize~~designed ~~and~~to ~~report~~provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial ~~data:~~statements for external purposes in accordance with accounting principles generally accepted in the United States.

•Because ~~Due~~of toits ~~our~~inherent ~~size~~limitations, ~~and~~internal ~~limited~~control over ~~resources,~~financial wereporting ~~currently~~may do not ~~employ~~prevent ~~the~~or ~~appropriate~~detect ~~accounting~~misstatements. ~~personnel to ensure (a) we maintain proper segregation of duties~~Therefore, ~~(b)~~even ~~that~~those ~~all~~systems ~~transactions~~determined ~~are~~to ~~entered~~be ~~timely~~effective ~~and~~can ~~accurately,~~provide only ~~and~~reasonable ~~(c)~~assurance weof ~~properly~~achieving ~~account~~their ~~for~~control ~~complex or unusual transactions~~objectives.

•The ~~Due~~Company’s tomanagement, ~~our~~with ~~size~~the participation of the Company’s Chief Executive Officer, who serves as the Principal Executive and ~~scope~~Financial Officer, evaluated the effectiveness of ~~operations~~the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, weas ~~currently~~amended do(the ~~not~~“Exchange ~~have~~Act”)) as of the end of the period covered by this report. Based on such an evaluation, ~~independent~~the ~~audit~~Company’s ~~committee~~Chief inExecutive ~~place~~Officer, have concluded that internal controls over financial reporting were not effective as December 31, 2025.

~~• 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.~~52

20Description of Material Weakness and Management’s Remediation Initiatives

~~Inherent~~In ~~limitations~~connection with onthe ~~effectiveness~~audits of ~~controls~~our consolidated financial statements for the years ended December 31, 2025, and 2024, management has identified material weaknesses in internal control over financial reporting. Our size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties. Therefore, management concluded that we did not have a comprehensive and formalized accounting and financial reporting policies and procedures manual which details the information needed for our financial reporting process and that we did not have a robust review process by which management could monitor for potential errors or technical accounting requirements, which have resulted in material weaknesses in internal control over financial reporting as of December 31, 2025.

~~Internal~~The ~~control over financial~~material ~~reporting~~weaknesses ~~has~~above ~~inherent~~did ~~limitations, which include but is~~ not ~~limited~~result 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~~misstatement ~~basis, however these inherent limitations are known features of the financial reporting process and it is possible~~ to ~~design into~~ the ~~process~~consolidated ~~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~~statements. 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 inresponse, our ~~Internal~~management ~~Control~~team has established a remediation plan to address the previously disclosed material weaknesses. Our plan during 2026 will include establishing more robust processes to support our internal control over financial reporting, which includes designing and ~~Financial~~implementing controls ~~Reporting~~and processes to facilitate effective financial reporting, along with accurate documentation and timely support.

~~There~~The ~~has~~Company is ~~been~~committed noto ~~change~~remediating inthe ~~our~~material ~~internal control~~weaknesses ~~over~~and ~~financial~~the ~~reporting~~actions ~~identified~~the inCompany ~~connection~~is ~~with~~taking ~~our~~are ~~evaluation~~subject weto ~~conducted~~ongoing ofsenior management review, as well as oversight from the ~~effectiveness~~Company’s Board of ~~our~~Directors. ~~internal~~The ~~control over~~Company ~~financial~~will ~~reporting~~not asbe ofable ~~March~~to ~~31,~~fully ~~2024,~~remediate ~~that~~these ~~occurred~~material ~~during~~weaknesses until ~~our~~these ~~fourth~~steps ~~fiscal~~have ~~quarter~~been ~~that~~completed ~~has~~and ~~materially~~operate ~~affected,~~effectively orfor isa ~~reasonably~~sufficient period of time. The Company may also identify additional ~~likely~~measures that may be required to ~~materially~~remediate ~~affect,~~the ~~our~~material weaknesses in the Company’s internal control over financial reporting, necessitating further action.

~~Item~~No ~~9B.~~Attestation Report ~~Other~~by ~~Information~~Independent Registered Accountant

~~None~~The effectiveness of our internal control over financial reporting as of December 31, 2025, has not been audited by our independent registered public accounting firm by virtue of our exemption from such requirement as a smaller reporting company.

~~Item~~Changes ~~9C.~~in ~~Disclosure~~Internal ~~Regarding~~Control ~~Foreign~~Over ~~Jurisdictions~~Financial ~~that Prevent Inspections.~~Reporting

~~None~~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 December 31, 2025, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

21ITEM 9B. OTHER INFORMATION

~~PART~~During ~~III~~the year ended December 31, 2025, no director or officer adopted or terminated (i) any contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or (ii) any “non-Rule 10b5-1 trading arrangement” as defined in paragraph (c) of item 408 of Regulation S-K

~~Item~~ITEM 109C. ~~Directors,~~Disclosure ~~Executive~~Regarding ~~Officers~~Foreign ~~and~~Jurisdictions ~~Corporate~~that ~~Governance~~Prevent Inspections

~~Directors and Executive Officers~~None.

The names of our director and executive officers as of March 31, 2024, their ages, positions, and biographies are set forth below. Our executive officers are appointed by, and serve at the discretion of, our board of directors.53

Name and Address of Executive Officer and/or Director	Age	Position
Leonard Lovallo 322 North Shore Dr, Bldg 1B, Pittsburgh, PA 15212	43	CEO and Director
Ramzi Khoury 6501 E Greenway Pkwy #103-412 Scottsdale, AZ 85254	67	Independent Director

PART III

~~Leonard~~ITEM ~~Lovallo~~10. Directors, Executive Officers and Corporate Governance

OnThe ~~May~~current 5,directors ~~2020,~~and ~~the~~executive ~~Board~~officers of ~~Directors appointed Leonard~~the ~~Lovallo~~Company asare ~~a new independent member of the Board. On August 31, 2020, the Board of Directors appointed Mr. Lovallo~~ as ~~the new CEO.~~follows:

Mr. Lovallo, is Managing Member of Millennial Investments, LLC, a consulting firm that he controls, through which he has, since 2014, assisted public and private companies in the areas of mergers, acquisitions, debt restructuring, equity investments and corporate governance. Mr. Lovallo graduated from the State University of New York (Buffalo) with a BA in psychology. The Company believes that the business experience of Mr. Lovallo with the growth and financial structuring of public and private companies qualifies him to be a valuable member of the Board.

Name	Age	Position(s) and Offices Held
Sandra J. DiCicco Bonar (1)	61	Chief Executive Officer
Vincent Monteparte (1)	61	Chief Executive Officer and Chairman of the Board of Directors
Ross David Gourdie	54	President, Secretary and Treasurer
Amy Scannell	35	Director
Gregory Johnson	59	Director

~~Ramzi Khoury~~(1) Sandra J. DiCicco Bonar resigned and Vincent Monteparte was appointed as Chairman of the Board of Directors on May 7, 2025

OnSandra ~~February 8, 2021, the Board of Directors of the registrant appointed Ramzi Khoury, as a member of the Board of Directors of the Company to fill a vacancy on its Board of Directors~~J. ~~Since~~DiCicco 2011, Ramzi Khoury has served as CEO of Forinstrats Limited, a company formed under the laws of the United Kingdom. Prior to this Mr. Khoury has been employed with a number of multinational companies, including Hampton International in London; Gillette International in Boston, and MBM-Kellogg Brown & Root, Oil & Gas Division, in Abu Dhabi. Mr. Khoury graduated from American University of Beirut with a BBA in Business Administration. In connection with his being appointed as a member of the Board of Directors of the registrant. Altair International believes that Mr. Khoury’s international business experience makes him qualified to be a member of its Board of Directors.Bonar

MrMs. ~~Khoury~~DiCicco ~~resigned~~Bonar, age 61, has since 2015 served as the CEO and owner of TIPP Investments LLC, the principal stockholder of the Company and a ~~Director~~real estate holding company. Further, Ms. DiCicco Bonar since 2020 has served as the owner, President and CEO of Hungry Squirrel which offers keto friendly products, since 2020 as the owner, ~~Company~~President onand ~~April~~CEO 23of Clovis Glass Co Inc., ~~2024~~which provides glass repair services. Further, since 2013, Ms. DiCicco Bonar has services as the owner and CEO of Grand Restaurant Group managing five restaurant locations. Ms. DiCicco Bonar received a BA in Organizational Management from Fresno Pacific University.

~~Indemnification~~Vincent ~~of Directors and Officers~~Monteparte

~~Our~~Mr. ~~Articles~~Monteparte, age 61, has more than 25 years of experience ~~Incorporation~~managing strategic and ~~Bylaws~~transformative ~~both~~enterprise ~~provide~~initiatives, across Aerospace, Transportation, Logistics, and Enterprise / ~~for~~SaaS Software. Since May 2020, Mr. Monteparte has served as the ~~indemnification~~Principal of ~~our~~Global ~~officers~~Capital Markets, a financial services provider, and since ~~directors~~November 2015 as President and Chief Executive Officer of 927 Inc., a family investment office to ~~the~~strategically ~~fullest~~invest ~~extent~~in and drive growth for mid-sized software development companies. Further, ~~permitted~~since byMay ~~Nevada~~2017, ~~law~~Mr. Monteparte has been a venture partner with Sway Capital, a global platform for alternative investments. Mr. Monteparte holds a series 63 and 79 license and Board Advisory positions for BlueSky eLearn, a leading learning management software platform and Measurabl, a global ESG SaaS Software company. Mr. Monteparte received his MBA from Pepperdine Graziadio Business School in 2001 and his BS in Aeronautical Engineering in 1987.

~~Compliance~~Ross ~~with~~David ~~Section 16(a) of the Exchange Act~~Gourdie

~~Section~~Mr. ~~16(a)~~Gourdie, ofage ~~the~~54, ~~Securities~~has ~~Exchange~~over ~~Act~~30 years of ~~1934~~experience ~~requires~~in ~~our~~the ~~directors~~aviation industry. Originally from Scotland, ~~executive~~UK, ~~officers~~Mr. ~~and~~Gourdie ~~persons~~moved ~~who~~with ~~own~~his ~~more~~family ~~than~~to ~~ten~~San ~~percent~~Diego in the summer of ~~our~~2018. ~~common~~His ~~stock,~~aviation career tostarted ~~file~~immediately ~~with~~after high school in 1989 when he made the ~~SEC~~decision ~~initial reports~~to ofjoin ~~ownership~~the UK’s military and ~~reports~~serve ofin ~~changes~~the Royal Air Force for 10 years as an Avionics Technician. After leaving the military in ~~ownership~~1999 ofhe ~~common~~transitioned ~~stock~~into commercial airlines. ~~Officers~~ Since 2018, Mr. ~~directors~~Gourdie has been involved in the management and ~~ten-percent~~development orof ~~greater~~Premier ~~beneficial owners~~Air ~~are~~Charter. ~~required~~In bythat ~~SEC~~short ~~regulations~~time tounder ~~furnish~~his usdirection, ~~with~~Premier Air ~~copies~~Charter ofhas ~~all~~grown ~~Section~~annual ~~16(a)~~revenue ~~reports~~from ~~they~~$1 ~~file. Based~~million ~~upon~~flying small jets and turboprop aircraft to a$20 ~~review~~million ~~of those~~annual ~~forms~~revenue using mid and ~~representations~~super-mid ~~regarding~~jet ~~the~~aircraft. ~~need~~Mr. ~~for~~Gourdie ~~filing~~served ~~for~~in ~~the~~various ~~year~~positions ~~ended~~from ~~March~~2005 31to 2018 with LoganAir, ~~2024~~based at Glasgow Airport, weUK, ~~believe~~including roles ~~all~~as ~~necessary~~Aircraft ~~forms~~Engineering ~~have~~Training ~~been filed~~Instructor and Licensed Engineering Manager.

2254

~~Involvement~~Amy ~~in Certain Legal Proceedings~~Scannell

~~Our~~Ms. ~~directors~~Scannell, age 35, experience with corporate structure, compliance, and ~~executive~~investments ~~officers~~involves ~~have~~raising ~~not~~capital, ~~been~~negotiations, contract development, and business structure. As General Counsel of ~~personally~~Tipp ~~involved~~Investments, LLC, located in ~~any~~Escondido, ofCalifornia, Scannell oversees broad investment interests, including commercial real estate, agriculture, and aviation. Ms. Scannell was admitted to the ~~following~~California ~~events~~bar ~~during~~in 2019 and the ~~past~~Massachusetts ~~ten~~bar ~~years:~~in 2015. Prior to joining Tipp Investments in 2019, Ms. Scannell was an associate attorney for Baskin & Associates, LLC, a family law litigation firm in Boston, Massachusetts. She also served as a law clerk at Holstrom, Block & Parke, APLC in Murrieta, California. Ms. Scannell received her Juris Doctorate from Suffolk University Law School in Boston, Massachusetts, and graduated Cum Laude with her Bachelor of Arts from Westfield State University in Westfield, Massachusetts.

•Gregory any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; • any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); • being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities; • being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;Johnson

•Mr. ~~being~~Johnson, ~~subject~~age of59, oris a ~~party~~seasoned ~~to,~~private ~~any~~aviation and ~~Federal~~fintech orexecutive ~~state~~with ~~judicial~~more orthan ~~administrative~~20 ~~order,~~years ~~judgment~~of ~~decree~~experience building, ~~or finding~~scaling, ~~not~~and ~~subsequently~~exiting ~~reversed,~~aviation-technology ~~suspended~~platforms. orHe ~~vacated,~~is ~~relating~~the toFounder and anChief ~~alleged~~Executive ~~violation~~Officer of ~~any~~Tuvoli ~~Federal~~(since orOctober ~~state~~2019), ~~securities~~a orfintech-enabled ~~commodities~~payments ~~law~~and ormarketplace ~~regulation,~~infrastructure ~~any~~platform ~~law~~for orthe private ~~regulation~~air ~~respecting~~charter ~~financial~~industry. ~~institutions~~Prior orroles ~~insurance~~include ~~companies,~~Chief orTechnology ~~any~~Officer ~~law~~of orFlexjet ~~regulation~~(2017–2020), ~~prohibiting~~Principal ~~mail~~of orBusiness ~~wire~~Aviation Technology ~~fraud~~(2010–2017), orChief ~~fraud~~Operating inOfficer ~~connection~~of ~~with~~FlightCar ~~any~~(2013–2015), ~~business~~and ~~entity;~~Founder, •President ~~being~~and ~~subject~~CEO of orOneSky ~~party~~Jets to(2003–2010), which ~~any~~achieved ~~sanction~~triple-digit orrevenue ~~order,~~growth ~~not~~and ~~subsequently~~was ~~reversed,~~merged ~~suspended,~~into orSentient ~~vacated,~~Jet. ofMr. ~~any~~Johnson ~~self~~also serves on the Advisory Board of Embry-~~regulatory~~Riddle Aeronautical ~~organization,~~University’s ~~any~~Center ~~registered~~for ~~entity~~Entrepreneurship. orHe ~~any~~brings ~~equivalent~~deep ~~exchange,~~expertise ~~association~~in aviation fintech, ~~entity~~payments orinfrastructure, ~~organization~~intelligent pricing ~~that~~systems, ~~has~~regulatory ~~disciplinary~~navigation, ~~authority~~and ~~over~~marketplace ~~its~~technology ~~members~~directly orrelevant ~~persons~~to ~~associated~~the ~~with~~Company’s aair ~~member~~charter operations.

~~Audit~~On ~~Committee~~the close of business on March 11, 2025, Leonard Lovallo resigned as an executive officer and director of the Company. The resignation of Mr. Lovallo was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, practices, or otherwise. The Board approved and accepted the resignations.

WeOn doMarch ~~not~~11, ~~have~~2025, anSandra ~~audit~~J. ~~committee~~DiCicco ~~financial~~Bonar ~~expert~~was ~~because~~appointed weas ~~believe~~Chairman of the ~~cost~~Board ~~related~~of toDirectors ~~retaining~~of athe ~~financial~~Company, ~~expert~~and atVincent ~~this~~Monteparte, ~~time~~Ross isDavid ~~prohibitive~~Gourdie and Amy Scannell were appointed members of the Board of Directors. Further, ~~because~~Ms. weDiCicco ~~have~~Bonar nowas ~~operations~~appointed to serve as the Company’s Chief Executive Officer and atMr. Gourdie was appointed as the ~~present~~Company’s ~~time~~President, weSecretary ~~believe~~and Treasurer. On May 7, 2025, Sandra J. DiCicco Bonar resigned as Chairman of the ~~services~~Board of aDirectors ~~financial~~and ~~expert~~Vincent ~~are~~Monteparte ~~not~~was ~~warranted~~appointed as the new Chairman of the Board of Directors.

23Family Relationships

Ross Gourdie, Director, President, Secretary and Treasurer is the son in law of Sandra DiCicco, Director and CEO.

Involvement in Certain Legal Proceedings

To our knowledge, during the last ten years, none of our directors and executive officers has:

	·	Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

	·	Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses.

	·	Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.

	·	Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

	·	Been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

To our knowledge, none of our directors and executive officers has at any time been subject to any proceedings:

	·	that were initiated by any regulatory, civil or criminal agency

	·	in which claims alleging fraud were asserted and seeking damages in excess of $100,000

Audit Committee Financial Expert

The Company has not appointed an Audit Committee Financial Expert. The Board of Director oversee and manages the Company’s financial operations including the appointment of the independent audit firm that audits and reports on the quarterly and annual published financial statements as required and reported to the Securities and Exchange Commission.

Indemnification of Directors and Officers

Our Articles of Incorporation and Bylaws both provide for the indemnification of our officers and directors, to the fullest extent, permitted by Nevada law.

Compliance with Section 16(a) of the Exchange Act, Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers and persons who own more than 10% of the issued and outstanding shares of our common stock to file reports of initial ownership of common stock and other equity securities and subsequent changes in that ownership with the SEC. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 31, 2025 all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with except that Mr. Gourdie and Mr. Johnson have not filed their required Form 3 Initial Statements of Beneficial Ownership.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics Policy (the “Code of Ethics”) that applies to all directors and officers, which is posted on the Corporate Governance page under the tab labeled “Board Committees” on our Investor Relations website at https://premieraircharter.com. The Code of Ethics describes the legal, ethical and regulatory standards that must be followed by the directors and officers of the Company and sets forth high standards of business conduct applicable to each director and officer. As adopted, the Code of Ethics sets forth written standards that are designed to deter wrongdoing and to promote, among other things:

	·	honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

	·	compliance with applicable governmental laws, rules and regulations;

	·	the prompt internal reporting of violations of the Code of Ethics to the appropriate person or persons identified in the code; and

	·	accountability for adherence to the Code of Ethics.

ITEM 11. EXECUTIVE COMPENSATION

The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal periods ended March 31, 2024 and 2023.

SUMMARY COMPENSATION TABLE

The following ~~table~~Summary ~~provides~~Compensation ~~information~~Table assets ~~to cash~~forth all compensation ofearned in all capacities during the fiscal years ended December 31, 2025 and 2024 by (i) our principal executive officer, (ii) our two most highly compensated executive officers, other than our principal executive officer, who were serving as executive officers as of December 31, 2025 and whose total compensation for the ~~Company~~2025 fiscal year, as determined by Regulation S-K, Item 402, exceeded $100,000, (iii) a person who would have been included as one of our two most highly compensated executive officers, other than our principal executive officer, but for ~~each~~the fact that he was not serving as one of our executive officers as of December 31, 2024, (the ~~Company’s~~individuals ~~last~~falling ~~two~~within ~~fiscal~~categories ~~years.~~(i), (ii) and (iii) are collectively referred to as the “Named Executive Officers”):

																				Nonqualified
Name and Principal Position		Year		Salary			Bonus			Stock Awards			Option Awards				No Equity Incentive Plan Compensation				Non Qualified Deferred Compensation Earnings				All Other Compensation			Total
										Stock			Option			Non-Equity Incentive Plan				Deferred Compensation				All Other
Leonard Lovallo, CEO & Director		2025		$	–		$	–		$	–		$	–			$	–			$	–			$	–		$	–
Name and				Salary			Bonus			Awards			Awards			Compensation				Earnings				Compensation			Total
Sandra DiCicco Bonar, CEO & Chairman (1)		2025		$	–		$	–		$	–		$	–			$	–			$	–			$	–		$	–
principal position	Year			($) (1)			($)			($)			($)			($)				($)				($)			($)
Vincent Monteparte, Chairman (1)		2025		$	113,538		$	–		$	–		$	–			$	–			$	–			$	–		$	113,538
Leonard Lovallo	2024		$	22,000		$	0		$	44,000		$	0		$	0			$	0			$	0		$	66,000
Ross Gourdie, President, Treasurer & Director		2025		$	255,000		$	–		$	–		$	–			$	–			$	–			$	–		$	255,000
CEO and Director	2023			34,000		$	0		$	270,000		$	0		$	0			$	0			$	0		$	304,000
Amy Scannell, Director		2025		$	–		$	–		$	–		$	–			$	–			$	–			$	–		$	–

(1) ~~Represents~~Sandra ~~actual~~J. ~~amounts~~DiCicco ~~paid.~~Bonar resigned and Vincent Monteparte was appointed as Chairman of the Board of Directors on May 7, 2025

Outstanding Equity Awards at Fiscal Year End. There were no outstanding equity awards as of March 31, 2024.

Name and Principal Position	Year	Salary		Bonus		Stock Awards		Option Awards		No Equity Incentive Plan Compensation		Non Qualified Deferred Compensation Earnings		All Other Compensation		Total
Leonard Lovallo, CEO & Director	2024	$	22,000	$	–	$	16,000	$	–	$	–	$	–	$	–	$	38,000
Sandra DiCicco Bonar, CEO & Director	2024	$	–	$	–	$	–	$	–	$	–	$	–	$	–	$	–
Ross Gourdie, President, Treasurer & Director	2024	$	255,000	$	–	$	–	$	–	$	–	$	–	$	–	$	255,000
Vincent Monteparte, Director
Amy Scannell, Director	2024	$	–	$	–	$	–	$	–	$	–	$	–	$	–	$	–

24(1) Leonard Lovallo resigned as Chairman of the Board on March 11, 2025; Sandra DiCicco Bonar was appointed as Chairman

Grant of Plan-Based Awards

During the year ended December 31, 2025 and 2024, there were no equity grants to the Named Executive Officers.

Outstanding Equity Awards at Fiscal Year End

There were no outstanding equity awards as of December 31, 2025.

Option Exercises and Stock Vested Table

There have been no option exercises and restricted stock vesting during the year ended December 31, 2025 by any Named Executive Officers.

Compensation of Directors

The total compensation paid to Ross Gourdie, President, Treasurer, and Director for the year 2025 by Premier was $255,000.

Executive Employment Agreements

On June 17, 2019, Premier entered into an at-will Employment Agreement with Ross Gourdie that either party can terminate with or without cause. Under the terms of the Employment Agreement with Mr. Gourdie, he has been engaged commencing July 1, 2019, to be President at an annual base salary of $120,000. This base salary has been increased to $255,000 per year and appointed President.

Granting of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

The Board has not established policies and practices (whether written or otherwise) regarding the timing of option grants or other awards in relation to the release of material nonpublic information (“MNPI”) and do not take MNPI into account when determining the timing and terms of stock option or other equity awards to executive officers. The Company does not time the disclosure of MNPI, whether positive or negative, for the purpose of affecting the value of executive compensation.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table provides certain information regarding the ownership of our common stock, as of the date of the filing of this annual report by:

•· each of our executive officers; •· each director; •· each person known to us to own more than 5% of our outstanding common stock; and •· all of our executive officers and directors and as a group.

Officers and Directors Title of Class	Name and Address of Beneficial Owner	Common Shares	Percentage
Common Stock	Leonard Lovallo 322 North Shore Dr, Bldg 1B, Pittsburgh, PA 15212	3,520,000	11.1%
Common Stock	Ramzi Khoury 11 Rue Jean Jaures Creteil, France 94000	1,356,668	4.5%
All Officers and Directors as a Group (2 persons)		4,876,668	15.6%
5% Beneficial Owners
Common Stock	Fourth Street Fund, LP 4047 St Georges Ct. Duluth, GA 30096	5,671,722	18.8%
Common Stock	Lisa E. Mannion Rev Trust 4047 St Georges CT Duluth, GA 30096	4,000,000	13.2%
Common Stock	Thirty 05 LLC 3005 Hoedt Rd Tampa, FL 33618	1,633,886	5.4%
All Other Beneficial Owners as a Group (3 persons)		11,305,608	36.4%

~~The~~As ~~percentage~~ of ~~class~~December is31, ~~based~~2025, onwe 31had a total of 280,~~975~~848,~~852~~293 shares of common stock issued and outstanding asheld by a total of ~~June~~69 11shareholders of record. Except as indicated in footnotes to this table, the ~~2024~~persons named in this table have sole voting and investment power with respect to all shares of common stock indicated below.

Officers and Directors Title of Class	Name and Address of Beneficial Owner	Common Shares	Percentage (1)
Common Stock	Sandra DiCicco Bonar (2)	237,871,049	84.69%
	600 La Terraza Blvd.
	Escondido, CA 92025
Common Stock	Ross Gourdie
	Escondido, CA 92025
Common Stock	Vincent Monteparte	–	*
	600 La Terraza Blvd.
	Escondido, CA 92025
Common Stock	Amy Scannell	–	*
	600 La Terraza Blvd.
	Escondido, CA 92025
Common Stock	Gregory Johnson	150,000(3)	*
	600 La Terraza Blvd.
	Escondido, CA 92025
All Officers and Directors as a Group (6 persons)		238,021,049	84.75%
5% Beneficial Owners
Common Stock	TIPP (2)	237,871,049	84.69%
	600 La Terraza Blvd.
	Escondido, CA 92025
All Other Beneficial Owners as a Group (1 person)		237,871,049	84.69%

* Represents less than 1% of the Company’s issued and outstanding shares of common stock.

	(1)	Applicable percentage ownership is based on 280.848.293 shares of common stock outstanding as of December 31, 2025. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of the reference date of this table are deemed to be beneficially owned by the person holding such securities for computing the percentage of ownership of such person, but are not treated as outstanding for computing the percentage ownership of any other person. Options or warrants which are not vested, or expected to be vested as of April 9, 2026, are referenced in the footnotes below for the sake of completeness, but are not included in the figures in the above table.
	(2)	Represents 237,871,049 shares of common stock held by TIPP Aviation LLC. Ms. DiCicco Bonar is owner and Executive Officer of TIPP.
	(3)	Represents a nonstatutory stock options to purchase 150,000 shares of the Company’s common stock at an exercise price of $0.063 per share under the Company’s 2025 Omnibus Equity Incentive Plan, vesting in full after twelve (12) months of continuous service.

~~During~~Related ~~the~~Party years ended March 31, 2024 and 2023, the Company paid Mr. Leonard Lovallo $22,000 and $34,000 for his role as Chief Executive Officer and President of the Company. As of March 31, 2024, Mr. Lovallo agreed to accept shares of common stock for his accrued salary through March 31, 2024 and for April Compensation. Mr. Lovallo received 1,760,000 shares of common stock for $44,000 of accrued salary and 160,000 shares of common stock for $4,000 for April compensation. The shares received for April were debited to prepaids. As of March 31, 2024 and 2023, the Company has accrued $0 and $18,000 of compensation due to Mr. Lovallo, respectively.Transactions

OnThe ~~January~~following 8,are ~~2022,~~Premier ~~the~~Holdings ~~Company~~related ~~renewed and extended~~party ~~its~~transactions ~~contract~~made ~~with~~prior ~~its~~to ~~CEO for a term of one year. As a signing bonus, Mr. Lovallo was granted 400,000 shares of~~ the ~~Company’s~~merger ~~common stock.~~with ~~The shares were valued at $0.90, for total expense of $360,000, which was amortized over the one-year term. Mr. Lovallo’s contract was extended for another year on January 1, 2023.~~Premier:

On ~~December~~February 2227, ~~2022,~~2025 ~~Ramzi~~Leonard ~~Khoury,~~Lovallo ~~Director,~~was ~~converted~~issued ~~$22~~640,~~500~~000 ~~due~~of torestricted ~~him~~common ~~into~~stock 70for $16,000 ~~shares~~of 3 months of ~~common~~accrued ~~stock~~Premier Holdings salary.

AsThe oftables ~~March~~below ~~31,~~summarize ~~2024,~~the ~~Mr.~~Company’s ~~Khoury agreed to accept~~transactions ~~shares~~and ofbalances ~~common~~with ~~stock~~its ~~for~~related ~~his~~parties ~~accrued~~as ~~salary~~of ~~through~~December ~~March~~ 31, ~~2024~~2025 and ~~for~~2024 ~~April Compensation. Mr. Khoury received 1,083,334 shares of common stock for $32,500 of accrued salary~~ and ~~83,334 shares of common stock~~ for ~~$2,500~~the ~~for~~years ~~April~~ended ~~compensation.~~December ~~The shares received for April were debited to prepaids. In addition, Mr. Khoury forgave $5,000 that was owed to him. The amount was credited to paid in capital. As of March~~ 31, ~~2024~~2025 and ~~2023, the Company has accrued $0 and $7,500 of compensation due to Mr. Khoury, respectively.~~2024:

25For the Year Ended December 31, 2025

Entity Name

Nature of Transactions

Transaction
Amount, Net During the Year Ended
December 31, 2025

Outstanding
Balance as of December 31, 2025

Affiliation, Terms and Conditions

Due from Related Parties

Demeter Harvest

Charter Sales

16,230

500

Refer to (a)

Demeter N207JB

Charter Sales

13,089

(24,600

)

Refer to (a)

Demeter N265AV

Charter Sales

–

20,750

Refer to (a)

Demeter N555DH

Charter Sales

–

3,493

Refer to (a)

Demeter N713FL

Charter Sales

–

2,000

Refer to (a)

Demeter N813MS

Charter Sales

–

39,067

Refer to (a)

Dalrada Financial Corp.

Charter Sales

7,845

–

Refer to (a)

Genefic

Charter Sales

8,500

–

Refer to (a)

Tipp Investments

Charter Sales

182,335

19,269

Refer to (a)

60,479

Due to Related Parties

Afinida - Note

Promissory note payable

–

485,720

Refer to (b)

Afinida - Marketing

Marketing

58,773

1,803

Refer to (c)

Innoworks

Payroll Advances Accounts Payable

5,224,847

2,659,201

Refer to (b)

CSL Staffing

SG&A Professional Fees

29,298

–

Refer to (c)

Tipp Investments

Marketing

200,000

40,000

Refer to (c)

3,186,724

Others

Dalrada Financial Corp.

Investment

39,234

46,240

Refer to Note 3

For the Year Ended December 31, 2024

Entity Name

Nature of Transactions

Transaction
Amount, Net During the Year Ended
December 31, 2024

Outstanding
Balance as of December 31, 2024

Affiliation, Terms and Conditions

Due from Related Parties

Demeter

Pass-through costs

501,592

–

Refer to (a)

Maintenance revenue

691,907

–

Refer to (a)

Management fees

46,750

–

Refer to (a)

Demeter Harvest

Charter Sales

9,702

5,144

Refer to (a)

Demeter N207JB

Charter Sales

35,434

Refer to (a)

Demeter N614AF

Charter Sales

39,067

Refer to (a)

Demeter N265AV

Charter Sales

20,750

Refer to (a)

Demeter N555DH

Charter Sales

49,058

10,213

Refer to (a)

Demeter N713FL

Charter Sales

31,377

2,000

Refer to (a)

Tipp Investments

Charter Sales

–

53,280

Refer to (a)

Dalrada Health

Charter Sales

17,000

Refer to (a)

Dalrada Energy Services

Charter Sales

8,158

(3,790

)

Refer to (a)

179,098

Due to Related Parties

Afinida - Note

Promissory note payable

(421,673

)

501,483

Refer to (b)

Prime Capital - Note

Promissory note payable

(200,028

)

386,821

Refer to (b)

Innoworks - Advances

Accounts payable - Payroll

3,770,465

–

Refer to (b)

Innoworks - Note - February 2024

Promissory note payable

(122,121

)

–

Refer to (b)

Innoworks - Note August 2024

Promissory note payable

14,599

–

Refer to (b)

Innoworks - Note - December 2024

Promissory note payable

–

6,419,269

Refer to (b)

Demeter

Accounts payable - Aircraft rental

289,409

–

Refer to (d)

Afinida - Marketing

Marketing

24,357

11,144

Refer to (c)

Tipp Investments

Marketing

240,000

20,000

Refer to (c)

7,338,717

Others

Dalrada Financial Corp.

Investment

(195,471

)

85,474

Refer to Note 3

(a)

Revenues and pass-through costs

Pass-through costs

Maintenance revenue

The Company began performing in-house maintenance on aircrafts in 2022. In prior years, aircrafts were sent to third party mechanics for service.

Management fees

Charter sales

(b)

Debt and advances

Afinida, Inc.

Innoworks Employment Services

Prime Capital

Tipp Investments, LLC

Payout Schedule

As of December 31, 2025, future annual minimum debt obligations are as follows:


Years Ending December 31:
2026	$	154,127
2027		166,807
2028		164,786
Total		485,720
Less current portion		(154,127	)
Long-term portion	$	331,593

(c)

Marketing and other

From time to time the Company utilizes related entities to provide catering, repair work and placement agent services.

(d)

Note from receivable from Demeter and asset transfer

Director Independence

The OTC Markets Group Inc. does not have a requirement that a majority of our Board of Directors be independent. However, for purposes of determining director independence, we have applied the definitions set out in NASDAQ Marketplace Rule 4200(a)(15), which states that “Independent director” means “a person other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.” As of December 31, 2025, only Vincent Monteparte came within any of the exceptions to this definition regarding: being or having been an executive officer; having an employee-employer relationship with us; having received compensation from us in an amount in excess of $100,000; and having certain relationships with us, in the case of membership of a director on an audit committee, including applicable family relationships.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

~~Audit~~The ~~Fees~~following is a summary of the fees billed to Premier by our principal accountants during the years ended December 31, 2025, and 2024, respectively:

The aggregate fees billed for professional services rendered by our auditor Fruci & Associates II, PLLC for the audit and review of our financial statements for the fiscal years ended March 31, 2024 and 2023 amounted to $23,500 and $24,000, respectively.

Fee Category	2025		2024
Audit Fees	$	130,000	$	198,852
Audit-related Fees		–		–
Tax Fees		–		–
All Other Fees		–		–
Total Fees	$	130,00	$	198,852

~~Audit-Related~~The ~~Fees~~aggregate fees billed for professional services rendered by Macias Gini & O'Connell LLP, the Company’s former auditor was $25,000. The aggregate fees billed to Fruci & Associates II, PLLC for professional services for the year ended December 31, 2025 was $92,000.

~~During~~Audit ~~the~~Fees ~~fiscal~~- Consists ~~years~~of ~~ended~~fees ~~March~~for ~~31,~~professional services ~~2024~~rendered ~~and~~by ~~2023~~ our principal ~~accountant~~accountants ~~rendered~~for ~~assurance~~the ~~and~~audit ~~related~~of ~~services~~our ~~reasonably~~annual ~~related~~financial tostatements ~~the~~for ~~performance~~our of10-K ~~the~~Annual ~~audit~~Reports orand review of ~~our~~the financial statements included in ~~the~~our ~~amount~~10-Q ofQuarterly $0Reports or services that are normally provided by our principal accountants in connection with statutory and ~~$0,~~regulatory ~~respectively~~filings or engagements.

~~Tax~~Audit-related Fees - Consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit fees.”

~~The~~Tax ~~aggregate~~Fees ~~fees~~- Consists ~~billed~~of fees for professional ~~services~~ services rendered by our principal ~~accountant~~accountants for ~~the~~ tax compliance ~~for the years ended March 31~~, ~~2024~~tax advice and ~~2023~~tax ~~was $0~~planning.

All Other Fees - Consists of fees for products and services provided by our principal accountants, other than the services reported under “Audit Fees,” “Audit-related Fees,” and “Tax Fees” above.

~~During the fiscal years ended March 31, 2024 and 2023, there were no fees billed for products and services provided by the principal accountant other than those set forth above.~~65

PART IV

ITEM 15. EXHIBITS

The following exhibits are filed as part of this Annual Report.

Exhibit No.	Description	Incorporation by Reference
2.1	Agreement and Plan of Merger among Altair International Corp., Premier Air Charter, Inc., Premier Air Charter Merger Sub, Inc. and TIPP Aviation, LLC dated February 16, 2024	Incorporated by reference to Exhibit 10.1 filed on Form 8-K with the Securities and Exchange Commission on February 21, 2024
2.2	Agreement and Plan of Merger among Altair International Corp., Premier Air Charter, Inc., Premier Air Charter Merger Sub, Inc. and TIPP Aviation, LLC dated March 5, 2025	Incorporated by reference to Exhibit 2.2 filed on Form 8-K with the Securities and Exchange Commission on March 11, 2025
3.1	Articles of Incorporation dated December 20, 2012	Incorporated by reference to Exhibit 3.1 filed on Form S-1 with the Securities and Exchange Commission on July 29, 2013
3.2	Certificate of Amendment dated August 24, 2018	Incorporated by reference to Exhibit 3.2 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025
3.3	Certificate of Amendment dated October 1, 2021	Incorporated by reference to Exhibit 3.3 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025
3.4	Certificate of Amendment dated January 11, 2023	Incorporated by reference to Exhibit 3.4 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025
3.5	Bylaws	Incorporated by reference to Exhibit 3.2 filed on Form S-1 with the Securities and Exchange Commission on July 29, 2013
3.6	Certificate of Designation of Series A Preferred Stock of Premier Air Charter Holdings Inc. dated August 6, 2025	Incorporated by reference to Exhibit 3.1 filed on Form 8-K with the Securities and Exchange Commission on August 8, 2025
3.7	Amended Certificate of Designation of Series A Preferred Stock filed October 21, 2025	Incorporated by reference to Exhibit 3.2 filed on Form 8-K with the Securities and Exchange Commission on October 22, 2025
3.8	Certificate of Amendment to Designations of Preferences and Rights of Series A Preferred Stock, filed November 7, 2025	Incorporated by reference to Exhibit 3.1 filed on Form 8-K with the Securities and Exchange Commission on November 13, 2025
4.1	Description of the Registrant’s Securities	Incorporated by reference to Exhibit 4.1 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025
10.1	Amended and Restated Promissory Note payable to Innoworks Employment Services, Inc. dated March 19, 2025	Incorporated by reference to Exhibit 10.1 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025
10.2	Amended and Restated Promissory Note payable to Primer Capital HR dated March 19, 2025	Incorporated by reference to Exhibit 10.2 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025
10.3	Amended and Restated Promissory Installment Note payable to Afinida Inc. dated March 19, 2025	Incorporated by reference to Exhibit 10.3 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025
10.4	Conversion Agreement, dated as of August 5, 2025, by and between Premier Air Charter Holdings Inc. and Innoworks Employment Services, Inc.	Incorporated by reference to Exhibit 10.1 filed on Form 8-K with the Securities and Exchange Commission on August 8, 2025
10.5	Letter Agreement, dated October 21, 2025	Incorporated by reference to Exhibit 10.2 filed on Form 8-K with the Securities and Exchange Commission on October 22, 2025
10.6	Conversion Agreement dated November 11, 2025, by and between the Company and Innoworks Employment Services, Inc.	Incorporated by reference to Exhibit 10.1 filed on Form 8-K with the Securities and Exchange Commission on November 13, 2025
10.7	Conversion Agreement dated November 11, 2025, by and between the Company and Prime Loan	Incorporated by reference to Exhibit 10.2 filed on Form 8-K with the Securities and Exchange Commission on November 13, 2025

~~Exhibits:~~66

Number	Description
Exhibit No.		Description	Incorporation by Reference
31.1	Certification of Chief Executive Officer and Principal Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant Section 302 of the Sarbanes Oxley Act of 2002
10.8		Form of Independent Director Engagement Agreement	Incorporated by reference to Exhibit 10.1 filed on Form 8-K with the Securities and Exchange Commission on February 25, 2026
32.1	Certification of Chief Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
10.9		Form of Nonstatutory Stock Option Agreement	Incorporated by reference to Exhibit 10.2 filed on Form 8-K with the Securities and Exchange Commission on February 25, 2026
101.INS	Inline XBRL Instance Document
14.1		Code of Ethics	Incorporated by reference to Exhibit 14.1 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025
101.SCH	Inline XBRL Taxonomy Extension Schema Document
16.1		Letter from Macias Gino & O’Connell LLC	Incorporated by reference to Exhibit 16.1 filed on Form 8-K with the Securities and Exchange Commission on June 27, 2025
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
19		Insider Trading Policy	Incorporated by reference to Exhibit 19 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
21.1		List of Subsidiaries	Incorporated by reference to Exhibit 21.1 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
31.1*		Certification of Chief Executive Officer and Principal Financial/Accounting Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
32.1*		Certification of Chief Executive Officer and Principal Financial/Accounting Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
97.1		Policy for Recovery of Erroneously Awarded Compensation adopted March 27, 2025	Incorporated by reference to Exhibit 97.1 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025
99.1		Policy on Granting Equity Awards	Incorporated by reference to Exhibit 99.1 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025
101.INS*		Inline XBRL Instances Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).

~~Item~~* ~~16.~~Filed ~~FORM 10-K SUMMARY~~herewith.

~~Not~~ITEM ~~applicable~~16. FORM 10-K SUMMARY

26Not applicable.

~~SIGNATURES~~67

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.SIGNATURES

~~ALTAIR~~Pursuant ~~INTERNATIONAL~~to ~~CORP~~the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: July 2, 2024

	PREMIER AIR CHARTER HOLDINGS, INC.


Dated: April 15, 2026	By:	/s/ Sandra DiCicco Bonar
		Sandra DiCicco Bonar
		CEO
		(Principal Executive Officer and Principal Financial Officer)

	By:	/s/ Ross David Gourdie
		Ross David Gourdie
		President, Treasurer and Director
		(Principal Accounting Officer)

~~By: /s/~~In ~~Leonard~~accordance ~~Lovallo~~ with the Exchange Act, this report has been signed below by the following persons on April 15, 2026 on behalf of the registrant and in the capacities indicated.

~~Leonard~~Signature ~~Lovallo~~Title /s/ Sandra DiCicco Bonar CEO Sandra DiCicco Bonar (Principal Executive Officer and Principal Financial Officer) /s/ Ross David Gourdie President, Treasurer and Director Ross David Gourdie (Principal Accounting Officer) /s/ Vincent Monteparte Chairperson Vincent Monteparte /s/Amy Scannell Director Amy Scannell /s/Gregory Johnson Director Gregory Johnson

~~President, CEO and Director~~68

Filing Compare · Premier Air Charter Holdings Inc.