☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ~~for~~

☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Indicate by check mark if 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. ☐

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 such shorter period that the registrant was 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 submitted electronically every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

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. ☐

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 checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting stock held by non-affiliates was approximately $~~4,879,030~~6,412,641 as of June 30, ~~2021,~~2022, based upon a bid price of ~~$0.1982~~$0.0338 per share for the registrant’s common stock on such date. Shares of the registrant’s common stock held by each executive officer and director and by each person who beneficially owns 10 percent or more of the registrant’s outstanding common stock have been excluded in that such persons may be deemed to be “affiliates” of the registrant for purposes of the above calculation. This determination of affiliate status is not a conclusive determination for other purposes.

On March ~~14, 2022,~~20, 2023, a total of ~~369,108,405~~ 492,176,843shares of our common stock were issued ~~issuable,~~ and outstanding.

THIS ANNUAL REPORT ON FORM 10-K CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO US THAT ARE BASED ON THE BELIEFS OF MANAGEMENT, AS WELL AS ASSUMPTIONS MADE BY AND INFORMATION CURRENTLY AVAILABLE TO US. WHEN USED IN THIS DOCUMENT, THE WORDS “ANTICIPATE,” “BELIEVE,” “ESTIMATE,” “SHOULD,” “PLAN,” AND “EXPECT” AND SIMILAR EXPRESSIONS, AS THEY RELATE TO US, ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS REFLECT OUR CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO CERTAIN RISKS, UNCERTAINTIES AND ASSUMPTIONS, INCLUDING THOSE DESCRIBED IN THIS ANNUAL REPORT ON FORM 10-K. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED HEREIN AS ANTICIPATED, BELIEVED, ESTIMATED, PLANNED OR EXPECTED. WE DO NOT INTEND TO UPDATE THESE FORWARD-LOOKING STATEMENTS.

Altitude International Holdings, Inc., (the ~~“Company,” “we,” “us,” “our,” or “Altitude-NY”), was incorporated in the State of New York on July 13, 1994, as “Titan Computer Services, Inc.”~~

~~On June 27, 2017, the Company entered into a Share Exchange Agreement (the “2017 Share Exchange”~~“Company”) with Altitude International, Inc, a Wisconsin corporation (“Altitude”). Altitude was incorporated on May 18, 2017, under the laws of the state of Wisconsin. Altitude specializes in creating properly engineered, membrane-based designs for simulated altitude training equipment. The product line ranges from personal at home use machines to fully integrated environmental rooms and chambers. The Company changed its name on June 4, 2018, to “Altitude International, Inc.” to reflect its current operations. Pursuant to the terms of the 2017 Share Exchange, the Company agreed to issue 6,102,000 shares of its common stock to the individual shareholders of Altitude on a pro rata basis in exchange for receive 100% of the shares of Altitude. Following the 2017 Share Exchange, Altitude became a wholly owned subsidiary of the Company.

On February 13, 2018, the majority of the shareholders of the Company approved the amendment to the Articles of Incorporation to change the Company’s name from “Titan Computer Services, Inc.” to “Altitude International, Inc.” The purpose of the name change was to help further our brand identity reflect the major focus of our business operations, the manufacturing and distribution of products in the athletic training industry, specifically altitude training. On February 14, 2020, the majority of shareholders of the Company and the Board of Directors authorized a change in the Company’s name to “Altitude International Holdings, Inc.” to reflect more diversified operations going forward. On August 21, 2020, the name change was effected with the State of New York.

Following the 2017 Share Exchange, the Company, through its operating subsidiary, specializes in creating uniquely engineered, membrane-based designs for simulated altitude training environments. The product line ranges from personal at home use machines to fully integrated environmental rooms and chambers. Through a license agreement with Sporting Edge UK, a brand well-established in the United Kingdom, the Company has expanded its technology into the American marketplace, where the appetite for increasing performance in elite athletes, professional sports, equine sports, and universities and colleges is ~~immense.~~

On July 6, 2021, the Company entered into a Share Exchange Agreement (the “2021 Share Exchange Agreement”) with Breunich Holdings, Inc., a Delaware entity (“BHI”), and the shareholders of BHI. BHI is a holding company with seven operating LLCs, including CMA Soccer, LLC, ITA-USA Enterprise LLC, Trident Water LLC, North Miami Beach Academy LLC, NVL Volleyball Academy LLC, Six Log Cleaning and Sanitizing LLC, and Altitude Wellness LLC.

~~On July 21, 2021, the Company filed a Certificate of Designation for Series A Preferred Stock.~~

Pursuant to the terms of the 2021 Share Exchange Agreement, the Company agreed to issue 295,986,724 shares of its common stock to the shareholders of BHI in exchange for 100% ownership of BHI. The Company also agreed to issue 51 shares of its Series A preferred stock to Gregory Breunich as part of the agreement.

At the Closing of the Share Exchange Agreement on July 23, 2021, Altitude acquired 100% ownership of BHI as a wholly owned subsidiary and all of its operating companies. BHI is now operating as a wholly owned subsidiary of the Company. Following the Closing of the Share Exchange Agreement, the Company has rebranded its subsidiaries’ operations, as further described below.

~~Altitude International Holdings is a people-first, global wellness group comprised of multiple scalable related revenue streams creating~~ a vertically integrated high-performance sports, education, and technology company. We own and operate sports training and educational institutions, manufacture oxygen training chambers and manufacture atmospheric water generators. Our direct ownership of sports training and educational institutions positions us to directly benefit from our wellness initiatives contributing to best-in-class high-performance environments. Our mission is to redefine and revolutionize athletic preparation and training, while providing relief, opportunity, and wellness to those that need it the most.

Since 2017, the Company, through its operating subsidiary, Altitude International, Inc., specializes in creating uniquely engineered, membrane-based designs for simulated altitude training environments. The product line ranges from personal at home use machines to fully integrated environmental rooms and chambers. Through a license agreement with Sporting Edge UK, a brand established in the United Kingdom, the Company intends to continue to expand its technology into the American marketplace, where the appetite for increasing performance in elite athletes, professional sports, equine sports, and universities and colleges is immense.

We ~~believe~~operate through the ~~industry operating environment is ready for our products~~following wholly owned subsidiaries: Breunich Holding, Inc., a Delaware corporation (“BHI”), Altitude International, Inc., a Wisconsin corporation (“Altitude Chambers”), Rush Education LLC (“Rush Education”), a Florida limited liability company, Altitude Sports Management Corp., a Wisconsin corporation (“Altitude Sports Management Corp.”), ITA-USA Enterprise, LLC, a Florida limited liability company (“Altitude Academies” or “Club Med Academies”), CMA Soccer, LLC, a Florida limited liability company (“CMAS”), Trident Water, LLC, a Florida limited liability company (“Altitude Water”), Altitude Wellness, LLC, a Florida limited liability company (“Altitude Wellness”), NVL Academy, LLC, a Florida limited liability company (“Altitude Volleyball”), North Miami Beach Academy LLC, a Florida limited liability company (“NMBA”), and ~~our focus is climate-controlled rooms. The blended business approach that~~ Altitude has adopted has substantiated our product in the marketplace through education and applied use of our systems and protocols. In the academies’ operations alone, participants attend from 40 nations around the world. Professional athletes and professional teams utilize the facilities from Europe, South America, and Asia.Online, LLC, a Florida limited liability company (“Altitude Online Learning”).

We operate across four revenue streams: (i) Owned Sports Tuition Properties, (ii) Owned Academic / Other Properties, (iii) Rush Soccer, and (iv) Owned & Licensed Technology Properties, and (iv) Rush Soccer. Our revenue streams are presented in the table below:

Altitude ~~is establishing its manufacturing in the United States, taking ownership~~sports properties consist of ~~our cost to retail structure. Currently, “Made in the USA” carries weight worldwide at the consumer level.~~Altitude Academies, Altitude Volleyball, CMAS, and NMBA.

~~The product designs licensed~~Altitude Academies provides tennis, golf, soccer, beach volleyball, and indoor volleyball programs specializing in the training and education of young aspiring student-athletes from ~~Sporting Edge UK are proven and cover~~around the world, providing a ~~wide range of room sizes. The only requirement is~~pathway from elementary school to ~~change from metric to imperial sizes where necessary.~~

~~There are three unique elements~~college to the professional ranks. The academies operate from the Sandpiper Bay Resort, providing a setting with infrastructure to deliver excellence in education and sports training. The facilities include 5 classrooms, lecture rooms, theaters, 4 indoor conference areas, outdoor pavilions, 28 rooms of housing, multiple dining facilities, a fitness center, an 18 hole golf course, a state-of-the-art 8-court beach volleyball facility, a driving range, multiple putting and chipping greens, 21 tennis courts, an artificial turf soccer field, a basketball court, 3 pools (one 5-lane and a 25-meter lap pool), theaters, marinas, spa, and more. Altitude ~~Systems:~~

~~Manufacturing consists primarily of the assembly of components into unique licensed designs.~~

Academies also operates a proprietary educational model that currently focuses on blending sports and academics.

~~Currently,~~With more than 35 years in education, Altitude’s blended approach to education ensures those who participate receive an excellent education, have the ~~membrane-based technology is not being well used in~~opportunity to attend some of the United States. In North America, there exist some companies that provide altitude training masks, but the equipment is on a much smaller scale intended for personal use. This type of equipment employs PSA technology, which has reliability issues and a restricted altitude capacity.

~~There have been recent climate-controlled chamber successes in therapy and rehab environments. While used~~finest universities in the United States, and ~~North America, much of the membrane-based technology reflects continued use on~~become life-long learners with a ~~more personal basis. The impact of COVID-19 stalled most activities for much of 2020 and 2021. However, in recent months, the Company has experienced a renewed~~keen interest in high achievement. The academy is a registered accredited educational brick-and-mortar school with traditional classroom instruction utilizing an accredited curriculum in the ~~university, college, military,~~State of Florida. We currently operate a highly regimented and ~~therapy sectors and professional sports teams.~~customized brick-and-mortar delivery with a very low student to teacher ratio of 6:1-8:1 as well as 20:1 lecture sessions. Each student attends class 5.5-6 hours per day Monday through Friday with no academic session Friday night. In addition, attendees study in their discipline of choice, utilizing onsite facilities, for 5 hours per day. Currently, education initiative has 170 full-time students, with an average tuition rate of approximately $30,000 per student.

~~Marketing~~Altitude Online was established to support and ~~Customers~~address the global demand for distance learning. This is a natural extension of our existing brick-and-mortar academic operations. Through our Cognia™Performance Accreditation issued by Cognia Global Commission, Altitude Online is fully accredited school. The economics of an online distance school presents a significant potential opportunity. Now students from around the world will have the opportunity to earn an American high school diploma in their home countries while attending Altitude Online. The curriculum for both the regular and distance delivery is digital with built-in course sequencing, pacing, and student, and parent-teacher transparency. There are 60 languages incorporated with the platform, making it easy to onboard students from around the world. Altitude can support the destination student residing in Port Saint Lucie, Florida, as well as students in the United States or around the world.

Our approach with major professional sports franchises has been an emphasis. We plan to market to franchise, college, military and therapy institutions interested in installing climate-controlled chambers in their performance facilities indicate renewed momentum for the 2022 - 2023 seasons. Our outreach utilizes far-reaching relational capital as the point of entry for prospective targets. Our products and services support junior, adult, and professional individuals.Licensed Technology Properties

~~Altitudes second demonstration facility~~Altitude Water manufactures Atmospheric Water Generators (“AWGs”). AWGs produce pure water through the condensation process. Our AWGs range from smaller residential, light commercial, and heavy-duty military-grade machines. The machines supply up to ~~be installed~~12, 100, and ~~used at Club Med Academies will serve as headquarters for ALTD’s R&D center hosting junior, adult, professional individuals~~200 gallons of water per day and ~~teams on a daily year-round basis.~~cost approximately $4,000 to $75,000 per unit.

~~The Company does not own any patents directly but has access to the Sporting Edge UK intellectual property through the License Agreement, by and between the Company and~~Altitude Chambers specializes in creating uniquely engineered, membrane-based designs for simulated altitude training environments. Altitude Chambers entered into an exclusive, perpetual licensing agreement with Sporting Edge UK Ltd., Inc. (“Sporting Edge UK”) ~~as discussed below.~~

company, which granted Altitude ~~entered into a Revised Licensing Agreement with Sporting Edge UK in January 2019 that grants~~International, Inc. a license and access to ~~Altitude to use~~ Sporting ~~Edge UK’s~~Edge’s intellectual property and proprietary technology related to properly engineered, membrane-based designs for simulated altitude training equipment. The ~~license is exclusive and is perpetual, with termination by Sporting Edge UK only upon uncured, material breach. The annual license fee under the revised agreement is $1.00 per year. The~~ product line ranges from personal ~~at home~~at-home use machines to fully integrated environmental rooms and chambers. Altitude has the licensing rights to use all technology to manufacture the products and to sell them (directly or through distributors) in North, Central, and South America. The manufacturing of the ~~following territories:~~

~~ITA-USA Enterprise, LLC d/b/a Altitude Academies~~environmental rooms and ~~Club Med Academies~~chambers takes place in the United States.

Altitude Wellness was formed to focus on helping its future members reach their individual health goals by offering various experiences that enhance the way members look and feel. Multiple modalities ranging from altitude chambers, cryo chambers, ozone chamber, red light therapy, IV therapy, infrared sauna, and neuro feedback are just a few of the treatments that will be available.

RUSH Soccer is a national competitive youth soccer club that administers boys’ and girls’ teams internationally (the “RUSH Programs”) with proprietary training methodology, documentation and materials (the “RUSH Materials”), proprietary technologies and platforms (the “RUSH Technologies”), and a database of individuals (the “RUSH Database”). According to Top Drawer Soccer, Rush operates the world’s largest soccer organization with over 47,000 players across 142 local clubs. In its 25-year history, Rush has helped propel over 91 athletes to the professional level. Through Altitude’s partnership with Rush, we have established Rush Altitude as our premier soccer academy, and we are pleased to offer the tens of thousands of Rush players and their families opportunities through our facilities and other offerings.

In September 2022, Altitude Hospitality, LLC (“Altitude Hospitality”), then our wholly owned subsidiary, entered into a series of transactions related to the control of the operations of the Sandpiper Bay Resort in Port St. Lucie, Florida (the “Resort”) (formerly the ClubMed Sandpiper Bay), the property at which we operate our sports academies businesses. These transactions with Altitude Hospitality and the divestiture of all the membership interests of Altitude Hospitality on March 6, 2023, are further described below.

On April 27, 2022, the Company entered into a Purchase and Sale Agreement (the “Property PSA”) for the purchase by the Company of the 216-acre, 335-room, Port St. Lucie, Florida property formerly operated under the name “Club Med Sandpiper Bay” (the “Property”) from Sandpiper Resort Properties, Inc. and Holiday Village of Sandpiper, Inc. (collectively, “Sandpiper”). Pursuant to the terms of the Property PSA the Company was allowed to assign its rights under the Property PSA.

On September 2, 2022, the Company assigned to Altitude Hospitality its rights under the Property PSA. On September 2, 2022, Altitude Hospitality and STORE Capital Acquisitions, LLC, a Delaware limited liability company (“STORE”) entered into a purchase and sale agreement (the “STORE PSA”) whereby Altitude Hospitality agreed to designate STORE as the grantee under the deed from Sandpiper for purchase price of $55,000,000 to be paid to Sandpiper by STORE. The title to the Property was conveyed to STORE through the Property PSA in a simultaneous closing.

Through the agreements described below, Altitude Hospitality operates the resort as “Sandpiper Bay Resort” under the “Trademark Collection® by Wyndham”.

Concurrently with the assignment of the Property PSA and the ultimate purchase of the Property by STORE, Altitude Hospitality entered into a lease agreement with STORE for Altitude Hospitality’s lease and use of the Property through September 30, 2042, with five-year extension options through 2062 (the “Lease”). The base annual rental under the Lease is $4,400,000, subject to certain adjustments, and the security deposit required is $6,600,000.

The Company agreed to unconditionally guarantee the payment and performance of Altitude Hospitality under the Lease until all obligations are paid under the Lease. Any debt of the Company is and will be subordinated to the indebtedness of Altitude Hospitality to STORE under the Lease. The guarantee of the Company under the Lease has not been removed or assigned despite the divestiture described below.

Altitude Hospitality entered into a Membership Agreement (the “Membership Agreement”) with TMH Worldwide, LLC (the “Franchisor”), through which Altitude Hospitality was granted franchise rights to operate under the “Trademark Collection® by Wyndham” brand. Pursuant to the Membership Agreement, Altitude Hospitality agreed to make certain property improvements.

The Company executed a disbursement agreement (the “Disbursement Agreement”) with STORE through which STORE agreed to fund up to $25,000,000 to Altitude Hospitality for construction costs to enable Altitude Hospitality, as lessee under the Lease, to construct and renovate improvements to the Property and complete the property improvement plan construction and remodel work required by Franchisor under the Membership Agreement at the Premises.

On August 6, 2022, the Company and Altitude Hospitality LLC, entered into a Hotel Management Agreement (the “Management Agreement”) with Our Town Hospitality LLC doing business as OTH Hotels Resorts, a Virginia limited liability company (the “Manager”).

On September 2, 2022, the Company, Altitude Hospitality and Trident Water, LLC, a Florida limited liability company (collectively, the “Borrowers”) entered into a Loan Agreement with FVP in its capacity as administrative agent, among others (the “September Loan Agreement”), and ancillary documents including an Exclusivity Agreement, Revenue Share Agreement, Security Agreement, and Payment Guaranty (each as defined in the September Loan Agreement) under which the Borrowers borrowed Fifteen Million Dollars ($15,000,000) with an interest rate per annum of SOFR (with a 2% floor) + thirteen percent (13%) and a maturity date of September 2, 2025 (with an option to extend one additional year if certain conditions are met) (the “September Loan”). In addition, amounts due under earlier bridge loans by the lender to the Company in amounts totaling $3,250,000 were included in the September Loan Agreement and had a maturity date of the earlier of (i) November 30, 2022, or (ii) the date the Company uplists to NASDAQ. As additional consideration for the September Loan, FVP or its designees received 102,754,802 restricted shares of common stock of the Company (the “Loan Consideration Shares”).

Pursuant to the Exclusivity Agreement, the Company and its subsidiaries agreed to use Feenix Payment Systems, LLC (“FPS”) as the exclusive agent to provide credit card processing and related services. The Exclusivity Agreement shall remain in effect until one year after all obligations under the September Loan Agreement have been satisfied.

Pursuant to the Security Agreement and Payment Guaranty, the Company’s wholly owned subsidiaries (except for Rush Education, LLC) have agreed to guarantee the Borrowers’ obligations under the Loan and have pledged their equity and granted a security interest in all their assets.

The September Loan contains customary representations, warranties, covenants, indemnification, and other terms for transactions of a similar nature.

FVP and Altitude Hospitality entered into two separate agreements related to the Loan on September 2, 2022. A Consent Agreement with STORE allows Altitude Hospitality to enter into the Loan Agreement and Security Agreement with FVP and requires STORE to give FVP notice of default and an opportunity to cure if Altitude Hospitality does not perform under the Lease Agreement or Disbursement Agreement. A Three-Party Agreement with the Franchisor allows FVP to cure any defaults of Altitude Hospitality and to take possession of the Property and the Lease in an event of default under the Loan Documents.

On December 8, 2022, the Company received a “Notice of Events of Default; Reservation of Rights; and Notice of Default Interest Accrual” letter (the “Default Notice”) from FVP. The Default Notice was in regard to the September Loan Agreement and designated two events of default under the September Loan Agreement, including the failure to obtain deposit account control agreements and failure to pay the amount of $3,250,000 by November 30, 2022. The Default Notice declared that effective as of November 30, 2022, the interest rate under the Loan Agreement will be charged at a default interest rate of twenty percent (20%) per year until all events of default are cured or waived in writing by FVP.

On December 16, 2022, the Company, Altitude Hospitality, LLC and Trident Water, LLC entered into an “Acknowledgment and Consent Agreement” (the “Consent Agreement”) with FVP, the administrative agent for certain lenders, and certain lenders relating to the Default Notice and default by the Company under the September Loan Agreement. Under the terms of the Consent Agreement, FVP agreed to make one or more advances to Altitude Hospitality (or directly to any applicable payee) by disbursing, in their sole and absolute discretion, up to an aggregate amount of $1,250,000.00 of the proceeds of the Growth Capital Loan defined in the September Loan Agreement on deposit in the Interest Reserve Account (as defined in the September Loan Agreement) to be used solely for working capital expenditures of Altitude Hospitality.

In exchange for this advance, the Company and its subsidiaries acknowledged liability under the September Loan Agreement, waived certain rights and cure periods, and released FVP and the lenders from claims.

On March 6, 2023, the Company, Altitude Hospitality and Trident Water, LLC, together with the Company’s wholly owned subsidiaries entered into a Settlement Agreement (the “Settlement Agreement”) with FVP, and certain lenders (collectively, the “Loan Parties”). The Settlement Agreement relates to events of default by the Company under the September Loan Agreement.

Under the terms of the Settlement Agreement, the Company agreed to assign 100% of the membership interests of Altitude Hospitality to FVP’s designee.

In consideration for the assignment of the membership interests of Altitude Hospitality, the existing debt owed by the Company to the lenders under the September Loan Agreement was reduced by an amount of $18,255,476.11 (the “Partial Satisfaction Amount”). The Loan Parties also agreed to enter into a new loan agreement (the “New Loan Agreement”) in favor of the lenders with a principal amount of $750,000 to be used to pay off all existing amounts due under the September Loan Agreement. Upon the execution of the Settlement Agreement and the New Loan Agreement, all remaining existing debt owed by the Loan Parties under the September Loan Agreements was satisfied in full and the September Loan Agreement terminated, subject to certain limited contingent indemnification obligations that survive the termination and repayment.

Gregory Breunich, the manager of Altitude Hospitality resigned from Altitude Hospitality as required by the Settlement Agreement. Gregory Breunich will continue to serve as the Company’s CEO and Chairman.

As a result of the assignment of Altitude Hospitality under the Settlement Agreement, all agreements previously executed by Altitude Hospitality were also assigned to FVP’s designee. These assignments include the Property PSA with STORE, the Lease with STORE, the Membership Agreement with the Franchisor, the Disbursement Agreement with STORE and the Management Agreement with the Manager.

On March 6, 2023, in connection with the execution of the Settlement Agreement, the Company and Trident Water, LLC, entered into the New Loan Agreement with FVP and the lenders. The proceeds of the New Loan Agreement, in the original principal amount of $750,000, were used to settle the September Loan Agreement and no cash was received by the Company.

Under the terms of the New Loan Agreement, the maturity date of the loan is June 30, 2025, and the Company and the Loan Parties agreed to pay an interest rate of twelve percent (12%) per annum. Through September 2024, the Company shall make interest only payments under the New Loan Agreement, after which it will make payments of $7,500 per month plus accrued interest until the maturity date, at which point all amounts due under the New Loan Agreement shall be paid.

In connection with the New Loan Agreement, the Company also entered into several related documents. These include a Payment Guaranty through which the Company agreed that its wholly owned subsidiaries would guarantee the New Loan Agreement, a Security Agreement securing the debt, Promissory Notes in favor of the Lenders under the Loan Agreement, and a Third Amended and Restated Exclusivity Agreement with FPS governing the merchant services utilization of credit card processing and other related services provided by FPS to the Company and its subsidiaries.

The New Loan Agreement contains customary representations, warranties, covenants, indemnification, and other terms for transactions of a similar nature.

Upon the execution of the Settlement Agreement and the New Loan Agreement, FVP issued a payoff letter to the Company regarding the payment in full of the September Loan Agreement.

Our sports academies, which we have operated on the Property for thirteen years, continue to operate.

The Company’s core revenue generators are uniquely positioned in the sport and education space. The founders of Altitude have a long history in blending the benefits of sports, education, hospitality, and real estate development to create their own sustainable integrated marketplace. The global Rush Soccer relationship adds to and complements this strategy. With the Rush transaction, the Company consolidated 142 clubs and more than 47,000 soccer players in the United States alone, positioning the Company for significant growth through multiple levels of programming offerings to the Rush constituents. Altitude has the opportunity to increase the Rush membership fee per player and as a result positively impact the average $800 club fee currently being generated by approximately 300 average paying members per club. In addition, Altitude expected to onboard approximately 90 additional clubs to the Rush platform.

Altitude’s current destination full-time and weekly tuition operations are recognized among the top international sports academies in the world. Its current location on 238 acres with more than 3,000 feet of waterfront in Port Saint Lucie, Florida, makes Altitude an attractive academy destination globally.

Altitude is focused on continued increase in volume and capture rate in its core tennis, golf, soccer, and volleyball tuition operations. The Company hopes to be able to add additional categories of tuition programming like basketball, lacrosse, etc. in the coming years.

The addition of Altitude Online will allow for growth in our academic component with our distance learning offering to our customers. Through the acquisition of Rush Soccer, Altitude will implement added programs on the full-time, weekly, tournament, and regional soccer schools and transaction fees and member dues with growth.

Our strengths reside in our 40-year management history, methodology and method of delivery, our ability to execute, our infrastructure and location, our price in the market, and the fact that we are founding pioneers in the sports academy industry.

Altitude International Holdings, Inc., is a holding company comprised of multiple scalable related revenue streams that together create a vertically integrated high-performance sports, education, and technology group. We own and operate sports training and educational institutions, manufacture oxygen training chambers and manufacture atmospheric water generators. Our direct ownership of sports training and educational institutions positions us to directly benefit from our wellness initiatives contributing to best-in-class high-performance environments. Our mission is to redefine and revolutionize athletic preparation and training, while providing relief, opportunity, and wellness to those that need it the most.

Our sports and education properties comprise what is currently known as Altitude Academies. Our wholly owned subsidiary, Altitude International, Inc. manufactures a variety of world-class hypoxic training chambers, which enables competitive athletes of all kinds to train in a simulated high-altitude environment. This controlled oxygen-deficient environment coupled with specific training protocols achieves numerous scientifically proven benefits in athletic development. Altitude is in the process of planning and implementing its high-performance wellness center, Altitude Wellness, LLC, in its headquarters in Port Saint Lucie, Florida to serve as the reoccurring revenue model for Altitude’s chamber technology. The Company projects opening in late 2023 or 2024. Altitude Water manufactures several types of Atmospheric Water Generators (“AWG”) ranging from small residential and light commercial to heavy-duty military-grade machines designed for larger-scale uses. Altitude Water’s next-generation air-to-water machines and our proprietary “EnviroGuard” purification system controlled by our proprietary software produce some of the purest and finest drinking water in the world. Altitude Water’s drinking water is highly oxygenated, ideally suited for athlete hydration amid competitive performance.

Altitude’s growth initiatives include scaling the existing tuition categories, potentially adding new categories in sports, arts, and sciences in the coming years, pursuing a consolidation strategy within the soccer club system in the United States, and growing our accredited academic model. The management team of Altitude is well versed in developing an ecosystem where the business sectors drive network and growth impact between one another, providing increased earnings and value to the Altitude operating subsidiaries.

On March 7, 2022, Altitude Soccer entered into a Management Consulting and License Agreement (the “RUSH Agreement”) with Soccer Partners America, a Colorado not-for-profit corporation (“RUSH Soccer”). Rush Soccer is a nationally competitive youth soccer club network that administers boys’ and girls’ teams internationally (the “RUSH Programs”) with proprietary training methodology, documentation, and materials (the “RUSH Material”), proprietary technologies and platforms (the “RUSH Technologies”), and a database of individuals (the “RUSH Database”). The Company issued 10,000,000 shares of common stock for the acquisition. According to Top Drawer Soccer, RUSH operates the world’s largest soccer organization with over 47,000 players across 142 local clubs. In its 25-year history, RUSH has helped propel over 91 athletes to the professional level.

Pursuant to the terms of the RUSH Agreement, CMAS agreed to administer, deliver, and develop the RUSH Programs for an initial term of 10 years, with further automatic renewals for two five-year terms. RUSH Soccer has granted CMAS an exclusive license to use the RUSH Soccer name, their logo, the RUSH Materials, and the RUSH Technologies in connection with the operation, marketing, and exploitation of full time, school semester, school year and short time weekly, junior, adult, professional and family, boarding and non-boarding soccer programs. In addition, RUSH Soccer’s long-term partnership with Capelli Sport, in which the company is the official uniform, retailer and fan gear supplier to RUSH Soccer, provides a complementary revenue stream for Altitude.

In connection with the RUSH Agreement, the Company has hired all of the employees of RUSH Soccer to manage the RUSH Programs. In addition, CMAS agreed to keep full and complete books of account and such other records reflecting the operations of the RUSH Programs and shall be responsible for all of the expenses related to the Rush Programs.

We operate across four revenue streams: (i) Owned Sports Tuition Properties, (ii) Academic Tuition Properties, (iii) Rush Soccer, and (iv) Sport Technology Properties. Our revenue streams are presented in the table below:

We operate through the following wholly owned subsidiaries: Breunich Holding, Inc., a Delaware corporation (“BHI”), Altitude International, Inc., a Wisconsin corporation (“Altitude Chambers”), Rush Education LLC (“Rush Education”), a Florida limited liability company, Altitude Sports Management Corp., a Wisconsin corporation (“Altitude Sports Management Corp.”), ITA-USA Enterprise, LLC, ~~(d/b/~~a ~~“Altitude Academies,”~~Florida limited liability company (“Altitude Academies” or “Club Med Academies”) ~~was formed in 2010. Currently,~~ , CMA Soccer, LLC, a Florida limited liability company (“CMAS”), Trident Water, LLC, a Florida limited liability company (“Altitude ~~Academies~~Water”), Altitude Wellness, LLC, a Florida limited liability company (“Altitude Wellness”), NVL Academy, LLC, a Florida limited liability company (“Altitude Volleyball”), North Miami Beach Academy LLC, a Florida limited liability company (“NMBA”), and ~~the team reside on~~Altitude Online, LLC, a ~~258-acre property located in Sandpiper Bay,~~ Florida ~~which is owned by Holiday Village of Sandpiper, Inc.~~limited liability company (“Altitude Online Learning”).

~~Nature~~Altitude sports properties consist of ~~Operations~~Altitude Academies, Altitude Volleyball, CMAS, and NMBA.

Altitude Academies ~~specializes~~provides tennis, golf, soccer, beach volleyball, and indoor volleyball programs specializing in the training and education of young aspiring student-athletes from around the world, providing a pathway from ~~middle~~elementary school to college to the professional ranks. The academies operate from the Sandpiper Bay Resort, providing a setting with infrastructure to deliver excellence in education and sports training. The facilities include 5 classrooms, lecture rooms, theaters, 4 indoor conference areas, outdoor pavilions, 28 rooms of housing, multiple dining facilities, a fitness center, an 18 hole golf course, a state-of-the-art 8-court beach volleyball facility, a driving range, multiple putting and chipping greens, 21 tennis courts, an artificial turf soccer field, a basketball court, 3 pools (one 5-lane and a 25-meter lap pool), theaters, marinas, spa, and more. Altitude Academies also operates a proprietary educational model that currently focuses on blending sports and academics.

With more than 35 years in education, Altitude’s blended approach to education ensures those who participate receive an excellent education, have the opportunity to attend some of the finest universities in the United States, and become life-long learners with a keen interest in high achievement. The academy is a registered accredited educational brick-and-mortar school with traditional classroom instruction utilizing an accredited curriculum in the State of Florida. We currently operate a highly regimented and customized brick-and-mortar delivery with a very low student to teacher ratio of 6:1-8:1 as well as 20:1 lecture sessions. Each student attends class 5.5-6 hours per day Monday through Friday with no academic session Friday night. In addition, attendees study in their discipline of choice, utilizing onsite facilities, for 5 hours per day. Currently, education initiative has approximately 192 full-time students, with an average tuition rate of approximately $30,000 per student.

Altitude Online was established to support and address the global demand for distance learning. This is a natural extension of our existing brick-and-mortar academic operations. Through our Cognia™Performance Accreditation by the Cognia Global Commission, Altitude Online is fully accredited school. The economics of an online distance school presents a significant potential opportunity. Now students from around the world will have the opportunity to earn an American high school diploma in their home countries while attending Altitude Online. The curriculum for both the regular and distance delivery is digital with built-in course sequencing, pacing, and student, and parent-teacher transparency. There are 60 languages incorporated with the platform, making it easy to onboard students from around the world. Altitude can support the destination student residing in Port Saint Lucie, Florida, as well as students in the United States or around the world.

Altitude Academies provides tennis, golf, soccer, beach volleyball, and indoor volleyball programs specializing in the training and education of young aspiring student-athletes from around the world, providing a pathway from elementary school to college to the professional ranks. Altitude ~~Academies’~~Academies also operates a proprietary educational model that currently focuses on blending sports and academics.

The business model is scalable to other disciplines, i.e., the arts and science sectors. All disciplines offered at the academies are delivered under the same operational footprint. Altitude Academies is a tuition-based business ~~and~~that hosts boarding and non-boarding students from approximately 40 nations. The majority of attendees participate on a school year semester basis, residing with Altitude Academies 287-days out of the year. Students arrive in August and finish up in May in a given school year. Others who participate come to the academy weekly throughout the year. ~~Altitude Academies hosts Altitude Tennis, Altitude Golf, and full Academic disciplines of the academy group of companies. Tuitions~~Tuition for the Altitude Academies ~~retail program~~programs range from approximately $51,000 (non-boarding) to approximately $67,000 (boarding) for each school year. Altitude alumni have received both academic and sports scholarships at all collegiate levels throughout the country.

The programs are delivered by world-class directors and coaches and key administrated support is led by Director Matthew Fields (“Fields”), who has worked alongside multiple instructors. Fields previously served as the Director of Golf for the International Junior Golf Academy. Students in the Golf program engage in a rigorous trainingcentrally supported with marketing, sales, and academic schedule, with daily morning and afternoon golf and academic regimens. Fields and his team continue year in and year out to build and create young, prime time golfers who go on to receive college scholarships (in sport and academics) and in some cases further excel into the professional ranks (ie., Morgan Hoffmann, ShanShan Feng, Richy Werenski, Stephanie Meadow).back-office support.

The programs follow a sport-specific methodology employing in-depth cyclical training plans covering all aspects of player development. ~~The tennis program, as well as all the other~~All sports at the ~~academy, requires~~academies require a long-term outlook for building a sound and complete athlete. ~~Gabriel Jaramillo~~There are two groups and ~~Gregory Breunich have long-standing reputations having assisted in developing many~~two shifts of ~~the finest professional athletes ever to play the game of tennis. Many of their tennis players have gone on to become some of the finest players (i.e., Agassi, Sampras, Kournikova, Sharapova, Seles,~~training every morning and ~~the Williams sisters)~~afternoon with academics alternated in the ~~world.~~same manner. In the ~~program,~~programs, there are full-time, short-time, junior, and professional regimens available, each focusing on the building process designed to ensure participants’ long-term success. Over ~~their~~the directors’ 40-year history, the program has placed thousands of kids into every national college division and trained and placed hundreds of athletes into the professional ranks.

Altitude Soccer and Altitude Volleyball reside in separate entities and are modelled like the golf and tennis divisions. The soccer, volleyball, golf, and tennis programs use the Club Med facility on site (further described below).

Athletes that hope to compete at top professional levels require extensive training and resources from a young age. It can be challenging for the families of those young athletes to find the right balance of high-level academics and consistent athletic training. Altitude Academies specializes in ensuring that all its students have access to world-class training, education, facilities, and coaching. Altitude Academies’ distinct education-and-training methodology carves out effective practice, training and academic regimens on a daily basis This methodology ensures young athletes reach their ultimate level of development and performance. Many Altitude Academies athletes advance to play at the collegiate level, and some go on to become professional athletes. The methodology also strongly emphasizes developing the individuals’ learning skills, competitive competence, and academic development. Thus, Altitude Academies provides a gateway for young, talented athletes to hone their athletic prowess, minds, and overall ability to succeed.

~~Altitude Academies’ competitors include IMG Academy, Saddlebrook Preparatory School, Mouratoglou Academy (France), and Evert Tennis Academy.~~

~~Altitude Academies markets~~Our academies market internationally to a target audience of young ~~athletes~~soccer, volleyball, tennis and golf players and their families through websites and social media channels, delivering in-person clinics in specific regions. ~~In addition, Altitude Academies has~~Our academies have developed a global agent network that refers athletes, students, professional and college teams from Europe, Asia, North America, and South America. Their target audience comprises young individuals possessing the passion and drive to excel as collegiate and professional athletes. ~~Altitude Academies’ training and education is offered to student-athletes from over 40 nations.~~

Altitude Academies maintains an Operating and Licensing Agreement (the “Agreement”) with Holiday Village of Sandpiper, Inc., a Florida corporation (“Club Med”), located at 3500 SE Morningside Boulevard, Port St. Lucie, FL 34952. The Agreement stipulates that Altitude Academies is allowed to use the facilities at Club Med for its academy and athletic programs. The Agreement runs for a term of one year beginning May 1, 2021 and may be renewed in one-year increments provided both parties mutually agree in writing. Altitude Academies agreed to promote, staff, and deliver the academy programs, as well as provide and maintain all necessary supplies and equipment, for Altitude Academies clients and students. Altitude Academies also provides Club Med with client feedback and complies with all standard operating procedures and guidelines provided by Club Med. Club Med agreed to provide room and board to Altitude Academies and repairs and maintenance of all infrastructure utilized by Club Med Academies, including utilities and capital costs associated with Club Med owned facilities. Club Med provides the all-inclusive programming delivered to its resort guests. Both parties are required to maintain insurance policies that will cover their operations, ensure their employees abide by all laws and facility rules, pass background checks, and indemnify each other.

Altitude Soccer is the soccer division of Altitude Academies. It is operated as a separate LLC under contract with Club Med. Altitude Soccer like other Altitude Academies programs hosts student-athletes from many nations. Altitude Soccer utilizes highly specialized training methodologies, blending all the critical elements required to groom a high-level soccer player. Those who attend participate in a 10-hour per day regimen of soccer, academics, and athletic development. Altitude Soccer is a college and professional-bound program placing its graduates in colleges and professional ranks throughout the USA. Attendees of the soccer academy train on two international-sized, natural turf fields located at Club Med Sandpiper Bay in Port Lucie, FL. Besides attracting junior, high-performance soccer players, Altitude Soccer also draws and hosts global professional teams for preseason training camps at Club Med (Pachuca – Mexico, Penarole-Uruguay, Inter-Miami – MLS, Washington Spirit – NWSL, and Kansas City WFC – NWSL).

As of March 7, 2022, Altitude Soccer entered into a Management Consulting and License Agreement with Soccer Partners America, a Colorado not-for-profit corporation (“RUSH Soccer”). RUSH Soccer is a national competitive youth soccer club that administers boys’ and girls’ teams internationally (the “RUSH Programs”) with proprietary training methodology, documentation and materials (the “RUSH Material”), proprietary technologies and platforms (the “RUSH Technologies”), and a database of individuals (the “RUSH Database”).

Pursuant to the terms of the Agreement, CMA agreed to administer, deliver and develop the RUSH Programs for an initial term of 10 years, with further automatic renewals for two five-year terms. RUSH Soccer has granted CMA an exclusive license to use the RUSH Soccer name, their logo, the RUSH Materials and the RUSH Technologies in connection with the operation, marketing and exploitation of full time, school semester, school year and short time weekly, junior, adult, professional and family, boarding and non-boarding soccer programs.

Altitude Soccer’s learning model is provided in more detail in the following images. Altitude Soccer offers both full-time and short-time programs to cater to young athletes with full access to its extensive facilities. Beyond training and academics, Altitude Soccer also employs an Academy Life team to instill the holistic growth and development of all students. This ensures the athletes feel confident and secure in the safe, calm, friendly environment. Just as Altitude Soccer provides competitive, comprehensive national and global sports platforms critical for athletes’ development. This ensures the sufficient exposure of information to maximize long-term results.

Altitude Soccer uses a holistic and comprehensive approach to develop talented soccer athletes. The following images help illustrate various components of Altitude Soccer’s offering to its students and their families. Its main objective ensures that the foundational components are geared towards developing the athletes’ learning skills and competitive competence.

Altitude Soccer specializes in ensuring that all its students have access to world-class training, education, facilities, and coaching. Altitude Soccer’s distinct education-and-training methodology carves out effective practice, training, and academic regimens daily. This methodology ensures young athletes reach their ultimate level of development and performance. Leadership of Altitude Soccer has advanced many of its athletes to play at the collegiate level, and some go on to become professional athletes. The methodology also strongly emphasizes developing the individual’s learning skills, competitive competence, and academic development. Thus, Altitude Soccer provides a gateway for young, talented athletes to hone their athletic prowess, minds, and overall ability to succeed.

Altitude Soccer markets internationally to a target audience of young soccer players and their families through websites and social media channels, delivering in-person clinics in specific regions. In addition, Altitude Soccer has developed a referral system with various agents from around the world that recruits athletes, students, professional and college teams from Europe, Asia, North America and South America. Its target audience comprises boy and girls possessing the passion and drive to excel as collegiate and professional soccer players. Altitude Soccer’s training and education is offered to student-athletes from over 40 nations. Soccer in general in the United States has a well-developed club system. Altitude Soccer’s integrated school and training program is a perfect fit for clubs across America and provides a highly targeted growth opportunity.

Because ~~Altitude Soccer offers~~our academies offer training and education to student-athletes from around the world, ~~Altitude Soccer~~the academic model also provides support ~~through its academic model~~ in language and cultural awareness as students acclimate to ~~Altitude Soccer’s~~our unique environment. ~~Altitude Soccer’s brand and reputation are synonymous with high achievement, family environment, and developing a well-rounded individual.~~

~~Principal Agreements Affecting Ordinary Business~~North Miami Beach Academy LLC

~~NVL Volleyball Academy (“Altitude Volleyball”) LLC began operations~~NMBA was formed in ~~2014 and is the beach volleyball and indoor volleyball tuition-based operation for Altitude Academies.~~

Most athletes in this program, with a few exceptions, are from the USA and are women. There is a significant opportunity for college scholarships for attendees. The facilities include eight sand volleyball courts and an offsite indoor gym. Most students participate and compete in both beach and indoor volleyball, which in turn expands their scholarship opportunities. All programming is run similar to the other Altitude Academies disciplines. Students train for two morning hours, attend school for two morning hours, break for lunch, attend school for two afternoon hours, train for three afternoon hours, break for dinner, and attend school for two evening hours, respectively. Title 9 offers a lot of opportunity for women’s sports in college. All athletes receive some form of a scholarship to attend college, whether for sports or academics.

Athletes that hope to compete at top professional levels require extensive training and resources from a young age. It can be challenging for the families of those young athletes to find the right balance of high-level academics and consistent athletic training. Altitude Volleyball specializes in ensuring that all its students have access to world-class training, education, facilities, and coaching. Altitude Volleyball’s distinct education-and-training methodology carves out effective practice, training, and academic regimens daily. This methodology ensures young athletes reach their ultimate level of development and performance. Altitude Volleyball athletes advance to play at the collegiate level, and some go on to become professional athletes. The methodology also strongly emphasizes developing the individuals’ learning skills, competitive competence, and academic development. Thus, Altitude Volleyball provides a gateway for young, talented athletes to hone their athletic prowess, minds, and overall ability to succeed.

Altitude Volleyball’s learning model is provided in more detail in the following images. Altitude Volleyball offers both full-time and short-time programs to cater to young athletes with full access to its extensive facilities. Beyond training and academics, Altitude Volleyball also employs an Academy Life team to instill the holistic growth and development of all students. This ensures the athletes feel confident and secure in the safe, calm, friendly environment. Just as Altitude Academies provide competitive, comprehensive national and global sports platforms critical for athletes’ development, Altitude Volleyball does the same. This ensures the sufficient exposure of information to maximize long-term results.

~~Altitude Volleyball’s competitors include the local volleyball club network and other Beach Volleyball operators around the USA.~~

Altitude Volleyball markets mainly in the US and Canada to a target audience of young volleyball players and their families through word of mouth, websites and social media channels as well as delivering in-person clinics in specific regions. There are significant opportunities in Europe, Caribbean, and some South and Central American countries too. Altitude Volleyball is experiencing a pick-up in its full time boarding and non-boarding programs. Volleyball until recent years has generally been a local club operation. Altitude Volleyball’s focus is the female volleyball player looking to attend a boarding school with a strong competitive volleyball program. Altitude Volleyball provides both indoor and beach volleyball – a broader market reach as well as greater scholarship opportunities for the individuals that attend. Altitude Volleyball’s leadership and coaching staff have competed at the highest level of competition both indoor and on the beach. They’ve played for their national team, or as all Americans and professionals.

Because Altitude Volleyball offers training and education to student-athletes from around the world, Altitude Volleyball provides support through its academic model in language and cultural awareness as students acclimate to Altitude Volleyball’s unique environment. Altitude Volleyball’s brand and reputation is synonymous with high achievement, family environment, and developing a well-rounded individual.

~~North Miami Beach Academy LLC was formed~~Florida in February 2010. Through a bid process, the City of North Miami Beach awarded NMBA the right to operate a stand-alone ~~park~~academy at Judge Arthur Snyders Tennis Center. The bid process occurs every three to ~~North Miami Beach Academy~~four years. The bid is currently underway for another term. In the event Altitude is not successful winning the re-bid, we have already taken precautions and moved the education component of the business and secured the tennis courts at Florida International University Bay Biscayne campus (“~~NMBA”~~FIU”) in ~~February 2017.~~North Miami. The ~~park is where world-famous Nick Bollettieri began his career. NMBA is~~new relationship with FIU may prove to be a ~~stand-alone tennis and academic~~long-term academy ~~and park operating separately from~~operation for Altitude ~~Academies and its affiliates. NMBA intends to work with~~whether we win or lose the ~~city of North Miami Beach to redevelop the park and build a boutique academy in Miami’s greater metropolitan area offering sports, arts, sciences, and academics.~~bid.

NMBA is a local park operation with the City of North Miami Beach, providing junior, adult, and family programming for city residents. In addition to the local park deliverables, NMBA operates a non-boarding tennis and academic academy. NMBA’s tuition currently costs $37,000 for school and training. The academic academy offers K-12 education with an emphasis on college preparation and global blended learning. The academy focuses on creating a dynamic learning culture by combining the development of practical skills of the individual with the measurement of a competitive platform like tennis.

Athletes that hope to compete at top professional levels require extensive training and resources from a young age. It can be challenging for the families of those young athletes to find the right balance of high-level academics and consistent athletic training. NMBA provides a combined experience of a K-12 education as well as high-level training in tennis. NMBA specializes in ensuring that all its students have access to world-class training, education, facilities, and coaching. NMBA’s distinct education-and-training methodology carves out effective practice, training and academic regimens daily. This methodology ensures young athletes reach their ultimate level of development and performance in tennis. The methodology also strongly emphasizes developing the individuals’ learning skills, competitive competence, and academic development. Thus, NMBA provides a gateway for young, talented athletes to hone their athletic prowess, minds, and overall ability to succeed.

NMBA offers a fully accredited academic school from grades K through 12 as well as a tennis academy to its student population. With high-level instructors and an exclusive development contract with the City of North Miami Beach, NMBA focuses on training the next generation of athletes to find success in the classroom and on the tennis court. The program operates at Judge Arthur Snyder Tennis Center in North Miami Beach.

~~NMBA’s competitors include other Miami local city and private school programs.~~

NMBA is a unique academy operation in the heart of North Miami Beach. The market initiative targets a 20-minute radius around the Academy address. The location is very close to ~~Adventura,~~Aventura, Sunny Isles, and Bal Harbor. The demographics in this area have an extremely high culturally diverse draw and a broad array of wealthy customers. Word of mouth, websites, social media channels, and the high demographic local market deliver the traffic for this business. The business has significant margin ~~opportunity~~opportunities on small revenue, low volume, and low cost. Public park relationships represent a significant growth opportunity for Altitude’s academy businesses.

~~The agreement with the City of North Miami Beach and the bid process every 3-4 years.~~

Altitude’s education properties reside in Altitude Academies under the school name Club Med Academies, NMBA and Altitude Online Learning. Club Med Academies and Altitude Learning operate on-site at the Company’s headquarters in Port Saint Lucie, Florida and the NMBA Academy academic component operates on-site at Florida International University on the Bay Biscayne campus. All entities have Cognia™Performance Accreditation by the Cognia Global Commission (“Cognia”). Cognia accreditation encompasses the NCA Commission on Accreditation and School Improvement, the Northwest Accreditation Commission, and the SAC’s Commission on Accreditation and School Improvement. Anywhere in the world where Altitude opens a school, it is accredited on day one upon opening.

Altitude Academies’ learning model is a proven platform focused on developing learning skills, competitive competence, and social and cultural awareness. The multi-block training delivery system promotes assimilation and applied learning accelerating progress amongst the student-athletes that attend. The learning model is shown in the following image below.

Altitude Online, LLC was recently established in 2021 to support and address the global demand for distance learning. This is a natural extension of our existing brick-and-mortar academic operations. Through our Cognia™Performance Accreditation by the Cognia Global Commission, Altitude Online Learning is fully accredited. The economics of an online distance school presents a significant potential opportunity. Now students from around the world will have the opportunity to earn an American diploma in their home countries while attending Altitude Online. The curriculum for both the regular and distance delivery is digital with built-in course sequencing, pacing, and student, and parent-teacher transparency. There are 60 languages incorporated with the platform making it easy to onboard students from around the world. Altitude can support the destination student residing in Port Saint Lucie, Florida, as well as students in the United States or around the world. Effectively the student-athlete will be able to receive and American diploma from onsite or internationally from Altitude’s educational offering.

~~Trident Water, LLC (“Altitude Water”) was founded in the summer of 2019, and we believe it is positioned to take a prominent position in the marketplace.~~

In June 2021, Altitude Water acquired Patent No. 7272947 to protect its intellectual property regarding ozone purification in Atmospheric Water Generators. Prior to that, Altitude Water operated under a licensing agreement.

Altitude Water manufactures Atmospheric Water Generators (“AWGs”). ~~They~~AWGs produce pure water through the condensation process. Our AWGs range from smaller residential, light commercial, and heavy-duty military-grade machines. The machines supply up to 12, 100, and 200 gallons of water per ~~day. AWGs produce pure water through the condensation process. The competitive advantage of Altitude Water’s patented ozone purification process is that it keeps the water~~day and ~~the system free from contaminants. The water is then put through filters replenishing the calcium and magnesium minerals~~cost approximately $4,000 to make what we believe is the finest drinking water on the market today. The patented EnviroGuard™ (Ozone Generator) purification process assists the natural water cycle by infusing Ozone into the water produced from the air’s humidity. After approximately 20 minutes, the Ozone (O₃~~) then reverts into oxygen (O~~₂), adding additional oxygen into every glass of water. In the final step, the process adds the minerals calcium and magnesium to raise the pH (7.6 to 8.1 on average) and provides a great taste. Altitude Water’s process is green, sustainable, and lowers the carbon footprint. Through a third-party, our water machines are currently being used by many branches of the United States military (“Military”) as part of the Military’s exploratory program with atmospheric water generation. Other noted industry sectors in need of quality water solutions are targets of Altitude Water such as humanitarian organizations, NGOs, FEMA, and sustainable real estate development.

Altitude Water has made significant strides with their manufacturing, assembly, and production capabilities. The relationship with our sales arm, RussKapp has proven productive with the military, with multiple sales, including sales to the US Marines, US Army, US Navy and the US Space Force. RussKapp has also made purchases of Altitude machines that are going in regional government facilities.$75,000 per unit.

Altitude Water offers several levels of its AWGs at various price points, enabling it to target a larger variety of potential customers. The largest output machine is functional for large entities and institutions, whereas the smallest output model is suited for a small commercial or residential environment. The variety of products with the same patented process in each of them allows Altitude Water to create a varied customer base and to effectively market to more entities and interested parties.

AWGs extract water from humid ambient air and render it potable, making it safe for drinking. Altitude Water uses its patented process to distinguish itself from the competition by not only providing potable water but adds the element of providing oxygenated water. Altitude Water can provide the benefits of oxygenated water. It allows for better absorption for the body’s cells based on osmosis through a sustainable product that can make water even in areas where it may not always be readily available. Thus, Altitude Water operates within the pure water generation industry as well as the oxygenated water industry, carving out a unique niche product market for customers.

~~Competition~~ The competitive advantage of Altitude Water’s patented ozone purification process is that it keeps the water and the system free from contaminants. Altitude Water’s process is also green, sustainable, and lowers the carbon footprint. Altitude Water offers several levels of its AWGs at various price points, enabling it to target a larger variety of potential customers.

In our water purification segment, we face competition from other companies, such as Genaq, Watergen USA, SunToWater Technologies, and Synergy Science. The Company believes that there is a high barrier for entry and will require capital. The Company believes it can compete with these other companies due to the experience of our team and the EnviroGuard™ utility patented process introducing ozone into the water cycle. This patented process sets the Company apart from its competitors.

Altitude Water targets consumers who have a need for pure drinking water and do not want to rely on bottled water due to storage problems and environmental issues with ~~the~~ plastic bottles. The market for the smaller Trident 12 model is residential and offices that have the traditional 5-gallon dispenser with bottled water. For the commercial units (T-100 and T-200), the customers need to overcome supply chain and logistical issues to have a reliable source of pure drinking water such as the United States Armed Forces and humanitarian relief organizations. The patented process within the AWGs appeals to forward-thinking, environmentally conscious clients, due to the purity of the water as well as the ability for ozonated water to cleanse bacteria from the tubing that traditional methods such as UV lights and reverse osmosis filtration are unable to address.

~~Six Log Cleaning & Sanitizing~~Altitude Chambers specializes in creating uniquely engineered, membrane-based designs for simulated altitude training environments. Altitude Chambers entered into an exclusive, perpetual licensing agreement with Sporting Edge UK Ltd., Inc. (“~~SLCS”~~Sporting Edge UK”) ~~was formed~~, a UK company, which granted Altitude International, Inc. a license and access to Sporting Edge’s intellectual property and proprietary technology related to properly engineered, membrane-based designs for simulated altitude training equipment. The product line ranges from personal at-home use machines to fully integrated environmental rooms and chambers. Altitude has the licensing rights to use all technology to manufacture the products and to sell them (directly or through distributors) in North, Central, and South America. The manufacturing of the environmental rooms and chambers takes place in the United States.

The impact of COVID-19 stalled most sports activities, including closures and no season, for much of 2020 ~~to operate~~and 2021. However, in recent months, the ~~former operations~~Company has experienced a renewed interest in the university, college, military, and ~~technology used by Big Russ Cleaning. During COVID-19, Six Log performed weekly fogging~~therapy sectors and ~~sanitizing services for CMA.~~professional sports teams.

~~SLCS provides a wide variety~~We believe the industry operating environment is ready for our simulated altitude training environments. The blended business approach that Altitude has adopted has substantiated our climate-controlled rooms in the marketplace through education and applied use of ~~services to its corporate customers, including but not limited to general office cleaning, carpet cleaning, window cleaning,~~our systems and ~~other janitorial~~ protocols. ~~Fogging to prevent~~In the academies’ operations alone, participants attend from 40 nations around the world. Professional athletes and ~~protect against exposure to various bacteria, fungi,~~professional teams utilize the facilities from Europe, South America, and viruses is another SLCS offering. SLCS carries numerous products for sanitizing using an electrostatic fogger to protect offices and their employees for an extended period depending on the client’s needs.Asia.

SLCS operates within the commercial cleaning industry and offers high-end cleaning services. Its current contract with H&R Block stores showcases its ability to navigate a large contract and makes it marketable as a scalable service. Additionally, its inclusion of foggingCurrently, membrane-based technology is ~~a unique and important offering~~not being well used in the ~~current climate surrounding~~United States. In North America, there exist some companies that provide altitude training masks, but the ~~COVID-19 virus~~equipment is on a much smaller scale, intended for personal use. This type of equipment employs PSA technology, which has reliability issues and a restricted altitude capacity. There have been recent climate-controlled chamber successes in therapy and rehab environments. While used in the ~~heightened disinfecting~~United States and ~~cleaning standards~~North America, much of ~~many businesses.~~

~~SLCS uses high-quality cleaning and disinfecting products to conduct~~the membrane-based technology reflects continued use on a thorough and effective service throughout a commercial space. The service values a high attention to detail, evident in its inclusion of fogging in its services to create long-term protection and disinfection on high contact surfaces and offices. SLCS is also evaluating certain air purification systems using ozone to combat the potential COVID virus for its customers.

~~SLCS’s~~more personal basis. Our competitors include companies such as Ace Cleaning Systems and ClarityFresh.

~~SLCS focuses on customers that would issue larger contracts, such~~We plan to market to franchise, college, military and therapy institutions interested in installing climate-controlled chambers in their performance facilities. Our outreach utilizes far-reaching relational capital as ~~H&R Block, wherein SLCS is able to clean multiple commercial locations~~the point of entry for prospective targets. Our products and ~~build a relationship with the customer by showing high-level cleaning performance at each location.~~

~~Altitude Wellness LLC~~services support junior, adult, and professional individuals.

Altitude’s second demonstration facility to be installed and used at Altitude Academies will serve as headquarters.

~~Altitude~~Our Wellness ~~LLC (“Altitude Wellness”) was formed in 2021.~~

Altitude Wellness will focus on helping its future members reach their individual health goals by offering various experiences that enhance the way ~~you~~members look and feel. Multiple modalities ranging from altitude chambers, cryo chambers, ozone chamber, red light therapy, IV therapy, infrared sauna, and neuro feedback are just a few of the treatments that will be available. ~~From warm and chilled eucalyptus towels when you arrive to fresh juices and healthy snacks, all is vital to the experience.~~

The highly trained staff will include nurses, dietitians, trainers, therapists, and health specialists. Each will know the patient by name and be familiar with their profile, which will be completed on the ~~app~~Altitude App and available to the ~~Experience Specialists~~experience specialists upon each check-in. As of December 31, ~~2021,~~2022, Altitude Wellness was not operating but ~~anticipates~~projects being in operation in ~~2022.~~late 2023 or 2024.

Altitude Wellness’s business intends to operate in 3 different revenue streams:

One of the largest burdens our competitors carry are their build-out burden costs. To combat this, Altitude Wellness will use existing medical centers, such as our first location projected for 2022 in Sugar Land, Texas, in the range of 4,000+ square feet with approximately 10 separate offices. For the Sugar Land, Texas location, a lease is utilized. Future expansion will be dependent on the location and the situation. This will dramatically reduce costs for build out and execution. For location and start up projections, we used traditional averages of build out and office equipment. The executive team will use their relationships, construction knowledge, design expertise and smart buying power to make sure costs are held to a minimum with an outstanding product for the best pricing on look and all the equipment.

The value of using existing medical offices is that many are available due to the shift in demand for in-house patient contact. Parking is traditionally sufficient, locations are typically excellent, and the power and access for equipment lend itself for a perfect Altitude franchise. Target timing will be 90 days from lease signing to open for business.

~~Altitude Wellness of the overall business will be done in 3 different~~In our wellness revenue streams. 1. Membership Model: 300-400 members paying a monthly fee of $350 per person on average. With a firm commitment to a limited number of members, this will cause a sense of urgency and create a fear of missing out. This membership model and token-based platform is differentstream, we face competition from any other franchise on the market today. It will allow the franchise owner to know their minimum monthly revenue and budget expenses accordingly. The projections also call out for additional spending of members over and above the monthly membership cost. Corporate and group discounts of 5 or more will also help dramatically in the sales of memberships. 2. Private Pay and Corporate Model: This will include walk in business and daily rental of entire facility to corporations for their staff. 3. Franchise Model: Altitude Wellness will franchise the concept to other locations around the country. A franchise company is currently engaged for proper set up and lead generation. Altitude Wellness franchise fee will be $40,000 plus 5% of gross plus an additional advertising fee. All fees and costs as well as scheduling of equipment will be coordinated through the Altitude App, which will hold the franchisee accountable for proper fees.

~~Altitude Wellness has researched competitors in the market~~companies such as The Drip Bar, Three Degrees Infrared Light Therapy, Chill Rx Cryotherapy, and Stretch Zone, to name a few. Restore Hyper Wellness is the industry leader with similar modalities, and their expansion and growth are impressive. The Restore plan is to have over 500 franchises by 2024. With over $200 billion a year spent in wellness related procedures; this industry is ready for a new leader. Altitude Wellness will be positioned to be the new leader and disrupter to the wellness ~~industry--~~industry – shifting how we approach wellness from reactive to proactive.

Altitude Wellness unique membership program allows for flexibility in outreach and awareness. By developing a marketing program focusing on influencers and celebrity types, ~~Altitude will~~we intend to achieve low-cost marketing and target members of like-minded individuals. Each outreach membership will vary between the Silver, Gold, and Platinum ~~membership--~~membership, based on the success of the personality. Altitude will also have the ability to donate monthly memberships to many local organizations. ~~The cost of donating~~Marketing and advertising will be done on a ~~$250 membership is already built into our daily expenses. Accordingly, we can donate as many as 10 memberships a month without it affecting the business, some restrictions may apply.~~

~~Research has shown that the slowest day~~very specific target and demographic of the ~~week is Tuesday. The intent is~~area. Through Instagram and Facebook advertisements, a local campaign per location will be established. Altitude Wellness will also use local advertising, influencers, celebrities as well as chamber lists and relationships with corporations to secure memberships. Altitude Wellness intends to utilize the wellness center for “renting” to local businesses for their employees, ~~done~~ in blocks of time. ~~Altitude~~The wellness center will also ~~donate the center~~be “donated” to people in the community such as first responders, schoolteachers, victims of domestic violence and other organizations within the community to help “heal” people who may not have the means and resources to utilize our facility. ~~The costs associated with employee wages and equipment are already built out in the cost analysis.~~

Marketing and advertising will be done on a very specific target and demographic of the area. Through Instagram and Facebook ads, a local campaign per location will be established. Altitude will also use local advertising, influencers, celebrities as well as chamber lists and relationships with corporations to secure memberships.

Altitude Online Learning LLC was recently established in 2021 to support and address the global demand in distance learning. This is a natural extension to our existing brick-and-mortar academic operations. Through our corporation system status, Altitude Online Learning is fully accredited. The economics of an online distance school presents significant potential opportunity. Now students from around the world will have the opportunity to earn an American diploma in their home countries while attending Altitude Online Learning.

In response to the COVID-19 pandemic, during 2020 and continuing in 2021, the Company established policies and protocols to address safety considerations. The extent to which the COVID-19 pandemic will continue to affect the Company’s business, financial condition, liquidity and the Company’s operating results will depend on future developments, which are highly uncertain and cannot be predicted.

We are subject to local and international laws and regulations that relate directly or indirectly to our operations. We are also subject to common business and tax rules and regulations pertaining to the operation of our business. However, to our knowledge, there are no laws or regulations specifically directed to our industry and proposed business activities. While general laws about privacy are applicable, we only incorporate publicly available data in our databases.

~~We currently have fifty full-time employees~~The Company was incorporated in the State of New York on July 13, 1994, as “Titan Computer Services, Inc.” It subsequently changed its name to Altitude International, Inc. and ~~thirteen part-time employees.~~now to Altitude International Holdings, Inc.

Breunich Holding, Inc., a Delaware corporation, was incorporated on August 3, 2020.

Altitude International, Inc., a Wisconsin corporation, was formed in May 2017.

ITA-USA Enterprise, LLC (dba Altitude Academies), a Florida limited liability company, was formed in February 2010.

CMA Soccer, LLC (dba Altitude Soccer), a Florida limited liability company, was formed in November 2015.

NVL Academy, LLC (dba Altitude Volleyball), a Florida limited liability company, was formed in June 2014 and is the beach volleyball and indoor volleyball tuition-based operation for Altitude Academies.

North Miami Beach Academy LLC, a Florida limited liability company, was formed in February 2017. Through a bid process, the City of North Miami Beach awarded the right to operate a stand-alone park to NMBA in February 2017. NMBA is a stand-alone tennis and academic academy and park operating separately from Altitude Academies and its affiliates.

Trident Water, LLC (dba Altitude Water), a Florida limited liability company, was formed in August 2019.

Altitude Wellness, LLC, a Florida limited liability company, was formed in June 2021.

Altitude Online, LLC, a Florida limited liability company, was formed in November 2021.

Altitude Sports Management Corp., a Wisconsin corporation, was formed in April 2020.

On June 27, 2017, the Company entered into a Share Exchange Agreement (the “2017 Share Exchange”) with Altitude International, Inc. Pursuant to the terms of the 2017 Share Exchange, the Company agreed to issue 6,102,000 shares of its common stock to the individual shareholders of Altitude on a pro rata basis in exchange for receive 100% of the shares of Altitude. Following the 2017 Share Exchange, Altitude became a wholly owned subsidiary of the Company.

On February 13, 2018, the majority of the shareholders of the Company approved the amendment to the Articles of Incorporation to change the Company’s name from “Titan Computer Services, Inc.” to “Altitude International, Inc.” The purpose of the name change was to help further our brand identity reflect the major focus of our business operations, the manufacturing and distribution of products in the athletic training industry, specifically altitude training. On February 14, 2020, the majority of shareholders of the Company and the Board authorized a change in the Company’s name to “Altitude International Holdings, Inc.” to reflect more diversified operations going forward. On August 21, 2020, the name change was effected with the State of New York.

On February 10, 2021, The Company filed with the State of New York to increase the authorized shares of Common Stock of the Company to 600,000,000 shares.

On July 6, 2021, the Company entered into a Share Exchange Agreement (the “2021 Share Exchange Agreement”) with BHI, and the stockholders of BHI. BHI is a holding company with seven operating LLCs, including CMA Soccer, LLC, ITA-USA Enterprise LLC, Trident Water, LLC, North Miami Beach Academy LLC, NVL Academy, LLC, Six Log Cleaning & Sanitizing LLC, and Altitude Wellness, LLC. Pursuant to the terms of the 2021 Share Exchange Agreement, the Company agreed to issue 295,986,724 shares of its common stock to the stockholders of BHI in exchange for 100% ownership of BHI. The Company also agreed to issue 51 shares of its Series A Preferred Stock to Gregory Breunich as part of the 2021 Share Exchange Agreement. At the closing of the 2021 Share Exchange Agreement on July 23, 2021, Altitude acquired 100% ownership of BHI as a wholly owned subsidiary and all of its operating companies. BHI is now operating as a wholly owned subsidiary of the Company.

On July 26, 2022, the Company formed Altitude Hospitality LLC which was formed for the operations of the hotel resort leased on September 2, 2022. On March 6, 2023, the Company assigned Altitude Hospitality to FVP Servicing, LLC’s designee as part of a Settlement Agreement.

On July 28, 2022, the Company formed Rush Education LLC. On August 26, 2022, Rush Education registered as a foreign corporation in Hawaii. The Company projects Rush Education being operated in various states.

The Company’s license to Sporting Edge’s intellectual property is exclusive and is perpetual, with termination by Sporting Edge UK only upon uncured, material breach which includes non-payment of license fee in the amount of $1.00 per year. The annual license fee under the revised Sporting Edge License Agreement has been prepaid through 2032 as acknowledged by Sporting Edge.

As of March 7, 2022, Altitude Soccer entered into a Management Consulting and License Agreement with Soccer Partners America, a Colorado not-for-profit corporation (“RUSH Soccer”) with proprietary training methodology, documentation, and materials, proprietary technologies and platforms, and a database of individuals. RUSH Soccer has granted CMAS an exclusive license to use the RUSH Soccer name, their logo, the RUSH Materials, and the RUSH Technologies in connection with the operation, marketing and exploitation of full time, school semester, school year and short time weekly, junior, adult, professional and family, boarding and non-boarding soccer programs.

Currently, the Company operates from a property located at 4500 SE Pine Valley Street, Port Saint Lucie, FL 34952. The Company does not currently have a lease for use of the property and is paying $150,000 per month for use of the property based on an oral agreement with FVP.

Full time academy business operates on a full-time basis twelve months a year, typical to a school operation. Sports training is a year-round program. Chamber sales is typically in the offseason but as sports programs are year-round, dependent on the sport, there is no seasonality.

We currently have a total of ninety-seven employees, consisting of seventy full-time employees and twenty-seven part-time employees.

Human capital management is critical to our ongoing business success, which requires investing in our people. Our aim is to create a highly engaged and motivated workforce where employees are inspired by leadership, engaged in purpose-driven, meaningful work and have opportunities for growth and development. We are committed to creating and maintaining a work environment in which employees are treated with respect and dignity. We value our diverse employees and provide career and professional development opportunities that foster the success of our company. An effective approach to human capital management requires that we invest in talent, development, culture and employee engagement. We aim to create an environment where our employees are encouraged to make positive contributions and fulfill their potential. We emphasize our core values of innovation, encouragement, motivation, and curiosity with our employees to instill our culture and create an environment of growth and positivity.

As we are a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information under this item; however, we believe this information may be of value to our shareholders for this filing. We reserve the right not to provide risk factors in our future filings. Our primary risk factors and other considerations include:

You should carefully consider the risks described below before investing in our securities. Additional risks not presently known to us or that our management currently deems immaterial also may impair our business operations. If any of the risks described below were to occur, our business, financial condition, operating results, and cash flows could be materially adversely affected. In such an event, the trading price of our common stock could decline, and you could lose all or part of your investment. In assessing these risks, you should also refer to the other information contained in this prospectus, including our consolidated financial statements and related notes. The risks discussed below include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements.

An occurrence of an uncontrollable event such as the COVID-19 pandemic may negatively affect our operations.

The occurrence of an uncontrollable event such as the COVID-19 pandemic may negatively affect our operations. A pandemic typically results in social distancing, travel bans and quarantine, and this may limit access to our facilities, customers, management, support staff and professional advisors. These factors, in turn, may not only impact our operations, financial condition and demand for our goods and services but our overall ability to react timely to mitigate the impact of this event. Also, it may hamper our efforts to comply with our filing obligations with the Securities and Exchange ~~Commission.~~

~~All academies depend heavily on student and parent buy-in to our teaching and training styles, methods, and facilities, and a lack of interest could jeopardize our revenue and success model.~~

We are fully reliant on the trust of students and their families to attend our academies, both Altitude Academies and NMBA, in order to better succeed with their athletic and academic careers. However, we follow a strict training and educational schedule to create success. If potential families and their student athletes do not see the value in our academies and our methods, they may not attend our school and we may suffer enrollment shortages, ultimately impacting our revenues and profitability. While we cater to the highest levels of athletes and have had a history of success with our programming and goals, this is still a possibility and a risk consistent with any specialized schooling program.

Our academies require diligent teachers, faculty, trainers, and coaches in order for our student athletes to succeed, and our inability to retain or hire qualified, top-level staff may impact our ability to be successful.

Altitude Academies and NMBA employ a variety of faculty and staff to keep our facilities running and successful. We pride ourselves on having high quality instructors both in the academic classroom and on the athletic training fields to build our student athletes into high performers in all settings. However, a variety of factors may cause our current staff to leave our academies and pursue other opportunities, which we may or may not have control over. It is also a possibility that we may be unable to attract the most qualified, successful candidates to openings at our academies, which may cause staffing issues and reduce student success. While we do everything in our power to create competitive salaries and benefits offerings, a positive workplace environment, and other perks, this is a risk with any specialized schooling program.

~~Our academies are based in Florida, which can experience various severe weather patterns and natural disasters, possibly placing our facilities at risk of damage or destruction.~~

Each year, Florida faces different types of weather storms and the volatility of each varies. Our academies have been built to sustain this type of weather to ensure minimal amount of damage but given Florida’s geographical location in line of hurricanes and other possible natural disasters, this is a risk unique to our academies. Any damage or destruction of our facilities, including but not limited to training fields and equipment, could create unexpected time and financial expenditures that would impact our revenues and operating results.

The current climate around school safety is of the utmost importance to us, but if we cannot maintain or prevent various safety issues from occurring, this may impact our revenues and success in retaining student athletes.

Our academies and facilities take various precautions to encourage the mental health and safety of all our students and faculty. However, the national climate around school safety is challenging at the current moment. While we do everything in our power to ensure the safety, care, and protection of our students, faculty, and facilities, an incident that impacts this safety may create unexpected impacts on our operations and share prices.

~~North Miami Beach Academy’s plans for development with the city of North Miami Beach may fall through, and this may jeopardize or reduce our ability to expand our programs and facilities.~~

Our current plans to develop more facilities and training areas for tennis in coordination with the City of North Miami Beach may fall through, despite our best efforts to ensure that does not happen. Any number of factors could contribute to delays, adjustments, or cancellations in our plans, including but not limited to, zoning issues, permits, lack of interest, or changes in funds. If our plans for development were to face delays, changes, or stops, this may create an impact on our brand reputation and relationships.

The popularity of the sports we offer training in at our academies may vary in popularity and interest among young athletes, which may cause our student retention or enrollment to fluctuate or impact our students’ abilities to earn scholarships.

Our academies train future athletes in tennis, soccer, golf, and volleyball, and we hope to increase our success over time by continuing to develop the best athletes and facilities, furthering our brand reputation. However, the popularity and interest in these particular sports may decrease, and while we do not see this as a particularly strong possibility, it nonetheless could impact our revenues and student retention or acceptance.

~~If we cannot successfully market our academies, products, and services, our revenue may decrease and impact our business successes.~~

Our brands rely heavily on positive recognition and successful marketing campaigns. While we employ the best possible teams of staff to take on our marketing efforts and present our products, services, and academies with honesty and positivity, other influences may jeopardize our marketing efforts. This may impact our financial earnings and future solvency.

Our revenues and profitability can fluctuate from period to period and are often difficult to predict due to factors beyond our control.

Our results of operations in any particular period may not be indicative of results to be expected in future periods, and have historically been, and are expected to continue to be, subject to periodic fluctuations arising from a number of factors, including:

These trends and factors could adversely affect our business, operating results, financial position and cash flows in any particular period.

As part of the new loan agreement we entered into with FVP Servicing LLC as administrative agent for certain lenders on March 6, 2023, we agreed to specific default provisions and ~~factors~~various potential situations that could trigger a default which could jeopardize the Company’s operations thereby potentially reducing the value of the Company.

Historically, we have incurred debt for acquisitions and to fund our renovation, redevelopment, and rebranding programs. Limitations upon our access to additional debt could adversely affect our ~~business, operating results, financial position, and cash flows~~ability to fund these programs or grow our businesses in ~~any particular period.~~the future.

Our financial leverage could negatively affect our business and financial results, including the following:

We rely on the protection and uniqueness of our intellectual property, including our patents, to maintain a competitive advantage in the industry, and if we are unable to protect this property, we may suffer various losses.must comply with financial covenants.

Our ~~patented process at Altitude Water is critical~~loan agreements contain various financial covenants. They require us to ~~maintaining~~maintain certain cash management standards and include a broad range of covenants restricting our competitive advantage in marketing for our product. However, if there is a significant development of similar intellectual property or an inability to litigate to protect our own intellectual property, this could significantly deter our competitive advantage. We may suffer losses including the ability to ~~exclusively use~~incur additional debt, make dividend payments, transfer or acquire assets, or increase executive employee compensation levels.

Some of the Company’s wholly owned subsidiaries have agreed to guarantee the obligations under the loan and ~~market our intellectual property, financial losses, reputational suffering,~~have pledged their equity and granted a ~~lack of client renewal.~~security interest in all their assets to the lender.

~~Some~~If the Company fails to pay back its loans when due, or restructure existing debt, events of ~~our operating expenses are more fixed, which could make it difficult to adjust if we suffer revenue shortfalls.~~default under the financing documents will occur.

~~Many of our operating expenses~~Under the Loan Agreement with FVP Servicing, LLC, we are ~~relatively fixed. We may not be able~~obligated to ~~adjust our operating expenses or other costs sufficiently to adequately respond to any revenue shortfalls.~~pay the $750,000 note by June 30, 2025. If we are unable to ~~reduce~~pay this loan when due, or obtain an extension on the payment due date, we will default on the loan and may be subject to business foreclosure proceedings and enforcement of the security agreement.

Our lenders effectively have the ability to consent to any material transaction involving the Company.

Due to the restrictions placed on the Company as a result of the Loan Agreement with FVP Servicing, LLC, as long as there are any outstanding amounts owed to the lender, lender may have to effectively consent to any transaction involving the Company, including transaction involving indebtedness, liens, a new line of business, transactions with affiliates, changing its principal place of business or chief executive office, amending or modifying its certificate of formation or incorporation, operating ~~expenses~~agreement, by-laws or other ~~costs quickly in response~~organizational documents, cancel or otherwise forgive or release any claim or debt, and sell, lease, assign, transfer or otherwise dispose of any property, consolidate with or merge into another entity, or acquire all or substantially all the assets of any other business, liquidate, dissolve or suspend its business operations, or acquire or permit an affiliate to acquire any loans or other debt securities, among other things. In the event lender does not consent to any ~~declines~~such transaction, we may be prohibited (either effectively or otherwise) from completing a such transaction in ~~revenue, it would negatively impact our operating results, financial~~the future, including, but not limited to a combination or acquisition which may be accretive to stockholders. Furthermore, lender may condition ~~and cash flows.~~the approval of a future transaction, which conditions may not be favorable to stockholders.

The Company has used the assets of the Company and its subsidiaries as a guarantor for various financing agreements.

Should the Company default under the financing agreements described herein, including the Loan Agreement with FVP, and the default cannot be cured, the assets of all subsidiaries could be at jeopardy due to the guaranty signed by the Company and the majority of its subsidiaries. Further, the Company is still a corporate guarantor on the Lease Agreement with STORE Capital Acquisitions, LLC, despite no longer being a party to that Lease following the Settlement Agreement. This is a significant risk for the Company because the Company does not have control over how the new management of Altitude Hospitality will operate the entity and whether or not it will meet its existing obligations under the Lease Agreement and other agreements. If the new management of Altitude Hospitality defaults under the Lease Agreement, the Company and its subsidiaries may be at risk of foreclosure and litigation.

Gregory Breunich, the CEO and Chairman of the Company, has personally guaranteed various finance agreements.

Mr. Breunich has provided personal guarantees in certain acts of default under various finance agreements. Should the Company default and Mr. Breunich is unable to personally rectify the default, the default could jeopardize the Company’s operations thereby potentially reducing the value of the Company. Further, Mr. Breunich is still a guarantor on the Lease Agreement with STORE Capital Acquisitions, LLC, despite no longer being a party to that Lease following the Settlement Agreement.

If we ~~cannot~~are unable to anticipate ~~our customer’s~~consumer preferences or ~~needs, we may lose one or more of~~to effectively develop, market and sell future products, our ~~customers, which could negatively impact our revenue~~future revenues and operating ~~results.~~results could be adversely affected.

Our future success in some of our wholly owned subsidiaries (such as Trident Water’s water machines and Altitude International’s altitude chambers) depends on our ability to effectively develop, market, and sell new products that respond to new and evolving consumer preferences. Accordingly, our revenues and operating results may be adversely affected if we are unable to develop or acquire rights to new products that satisfy consumer preferences. In addition, any new products that we market may not generate sufficient revenues to recoup their acquisition, development, production, marketing, selling and other costs.

~~We may not be able to gain new customers or students at our various enterprises, which could limit our revenue and profitability.~~

We make every effort to attract families and their young athletes to our academies and to find new potential clients in our other ventures, but this is a not a guarantee that those families and potential clients will choose to do business with us. Our academies require a financial and time investment by students and their families, and our other businesses require a similar financial investment into our products and services. If future people and businesses do not find that they are willing or able to make the required investments into our businesses, this may impact our revenue and operating results and create difficulty expanding or continuing our existing efforts.

Decline in consumer spending would likely negatively affect our product revenues and earnings.

Success of each of our new products offered by some of our operating divisions depends substantially on the amount of discretionary funds available to our customers, including universities, sports teams, and gym owners. Global credit and financial markets have experienced extreme disruptions in the recent past, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability. There can be no assurance that similar disruptions will not occur in the future. Deterioration in general economic conditions may depress consumer spending, especially spending for high-end athletic products such as ours. Poor economic conditions could in turn lead to substantial decreases in our net sales or have a material adverse effect on our operating results, financial position, and cash flows.

Government regulatory actions could disrupt our marketing efforts and ~~sales efforts.~~product sales.

Various international and U.S. federal, state, and local governmental authorities, including the Federal Trade Commission, the Consumer Product Safety Commission ~~the Securities and Exchange Commission~~ and the ~~Consumer Financial Protection Bureau,~~SEC, regulate our ~~products, services,~~product and marketing efforts. Our revenue and profitability could be significantly harmed if any of these authorities commence a regulatory enforcement action that interrupts our marketing efforts, results in a product recall or negative publicity, or requires changes in product design or marketing materials.

~~Our academies, products,~~In addition, our business and ~~services may be~~operations are subject to a ~~competitive market,~~variety of regulatory requirements in the United States and abroad, including, among other things, with respect to labor, tax, and data privacy. Compliance with these regulatory requirements may be onerous and expensive, especially where these requirements are inconsistent from jurisdiction to jurisdiction or where the jurisdictional reach of certain requirements is not clearly defined or seeks to reach across national borders. Regulatory requirements in one jurisdiction may make it difficult or impossible to do business in another jurisdiction. We may also be unsuccessful in obtaining permits, licenses or other authorizations required to operate our business. While we have implemented policies and procedures designed to achieve compliance with these laws and regulations, we cannot be sure that we or our personnel will not violate applicable laws and regulations or our policies regarding the same.

Currency exchange rate fluctuations could result in higher costs, reduced margins, or decreased international sales.

Some key components in our altitude chambers and water machines may ~~see~~be manufactured outside of the U.S. and, therefore, currency exchange rate fluctuations could result in higher costs for our products or could disrupt the business of independent manufacturers that produce our products, by making their purchases of raw materials more expensive and more difficult to finance. Our future financial results could be significantly affected by the value of the U.S. dollar in relation to the foreign currencies in which we, our customers or our suppliers conduct business. Past fluctuations in currency exchange rates versus the U.S. dollar have caused our ~~revenues.~~costs for certain products to increase, reducing our margins and cash flows. Similar fluctuations and cost increases may occur in the future. If we are unable to increase our selling prices to offset such cost increases, or if such increases have a negative impact on sales of our products, our revenues and margins would be reduced, and our operating results and cash flows would be negatively impacted. In addition, a portion of our revenue may be derived from sales outside the U.S. in our territory including Canada, Central and South America. Currency rate fluctuations could make our products more expensive for foreign consumers and reduce our revenue, which would negatively affect our operating results and cash flows.

The markets in which we operate are highly competitive, both within the United States and internationally.

We face competition from a variety of other domestic and foreign companies. We face competition from alternative providers of the services and programs we offer and from other forms of sports activities in a rapidly changing and increasingly fragmented environment. Given the dynamic evolution of the industry, it can be difficult to plan strategically, and it is possible that competitors will be more successful than us at adapting to the changing landscape and pursuing business opportunities. As some of our competitors have financial resources that are greater than ours, they may spend more money and time on developing and testing programs and products, undertake more extensive marketing campaigns, or otherwise develop more commercially successful programs and products than ours, which could impact our ability to win new customers. Furthermore, new competitors may enter our key market areas. If we are unable to obtain significant market presence or if we lose market share to our competitors, our results of operations and future prospects would be materially adversely affected. Our success depends on our ability to develop new programs and products and enhance existing programs and products.

We depend on the continued service of the members of our executive management and other key employees, as well as management of acquired businesses, the loss or diminished performance of whom could adversely affect our business.

Our ~~academies are~~performance is substantially dependent on the performance of the members of our executive management and other key employees, as well as management of acquired businesses. We often rely on these individuals to conduct day-to-day operations and pursue growth. We cannot be sure that any member of our senior management will remain with us or that they will not ~~the only specialized athletic training and academic program~~compete with us in the ~~country, and this causes us to be in a competitive market to find students and families excited about becoming a part~~future. The loss of any member of our ~~programs. Additionally,~~senior management team could impair our ~~water~~ability to execute our business plan and ~~cleaning services are part of~~growth strategy, have a ~~larger competitive market as it relates to business services and products. If we are unable to use creative marketing and create brand loyalty to our various enterprises,~~negative impact on our revenues and ~~operating results may fluctuate from time to time.~~the effective working relationships that our executive management have developed, and cause employee morale problems and the loss of additional key employees and customers.

Because our success depends substantially on our ability to maintain a professional reputation, adverse publicity concerning us, one of our businesses, our clients, or our key personnel could adversely affect our business.

Our professional reputation is essential to our continued success and any decrease in the quality of our reputation could impair our ability to, among other things, recruit and retain qualified and experienced agents, managers, and other key personnel, retain or attract agency clients or customers, or enter into licensing and sponsorship engagements. Our overall reputation may be negatively impacted by a number of factors, including negative publicity concerning us, members of our management or our agents, managers, and other key personnel. Our professional reputation could also be impacted by adverse publicity relating to one or more of our owned or majority owned brands, events, or businesses.

Unauthorized disclosure of sensitive or confidential client or customer information could harm our business and standing with our clients and customers.

The protection of our client, customer, student, employee, and other company data is critical to us. We may collect, store, transmit, and use personal information relating to, among others, employees, consumers, and event participants. During the COVID-19 pandemic, we may also collect certain COVID-related health and wellness information about our employees and others. We rely on commercially available systems, software, tools, and monitoring to provide security for processing, transmission, and storage of confidential client and customer information. Our facilities and systems, and those of our third-party service providers, may be vulnerable to security breaches, acts of vandalism, payment card terminal tampering, computer viruses, misplaced, lost or stolen data, programming or human errors, or other similar events. Any security breach involving the misappropriation, loss or other unauthorized disclosure of client or customer information, whether by us or our third-party service providers, could damage our reputation, result in the loss of clients and customers, expose us to risk of litigation and liability or regulatory investigations or actions, disrupt our operations, and harm our business. In addition, as a result of recent security breaches, the media and public scrutiny of information security and privacy has become more intense. As a result, we may incur significant costs to change our business practices or modify our service offerings in connection with the protection of personally identifiable information.

We are subject to periodic litigation, ~~patent proceedings,~~product liability risk and other regulatory ~~processes,~~proceedings, which ~~may~~could result in unexpected expense of time and ~~financial expenditures.~~resources.

From time to time, we may be a defendant in lawsuits and regulatory actions relating to our ~~businesses.~~business or the former operations of our discontinued commercial business segment. Due to the inherent uncertainties of litigation and regulatory proceedings, we cannot accurately predict the ultimate outcome of any such proceedings. An unfavorable outcome could have a material adverse impact on our business, financial condition, and results of operations. In addition, any significant litigation in the future, regardless of its merits, could divert management’s attention from our operations and may result in substantial legal costs.

~~Because we store various confidential customer and business data, a system security breach may affect our business data and create unexpected time and financial expenditures.~~

We manage and store various proprietary information and sensitive or confidential data relating to our business, including sensitive and personally identifiable information. Breaches of our security measures or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data about us, or our customers, including the potential loss or disclosure of such information or data as a result of fraud, trickery or other forms of deception, could expose us, our customers or the individuals affected to a risk of loss or misuse of this information, result in litigation and potential liability for us, damage our brand and reputation or otherwise harm our business. In addition, the cost and operational consequences of implementing further data protection measures could be significant.

Experienced computer programmers and hackers may be able to penetrate our network security and misappropriate or compromise our confidential information or that of third parties, create system disruptions or cause shutdowns. Computer programmers and hackers also may be able to develop and deploy viruses, worms and other malicious software programs that attack or otherwise exploit any security vulnerabilities of our systems. In addition, sophisticated hardware and operating system software and applications that we procure from third parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation of the system. The costs to us to eliminate or alleviate cyber or other security problems, bugs, viruses, worms, malicious software programs and security vulnerabilities could be significant, and our efforts to address these problems may not be successful and could result in interruptions, delays, cessation of service and loss of existing or potential customers that may impede our revenue, manufacturing, distribution, or other critical functions.

~~The effects of the COVID-19 global pandemic~~We are ~~still unknown as it relates~~subject to ~~athletics and education,~~warranty claims for our products, which could ~~have~~result in unexpected ~~impacts on our academies.~~expense.

~~In March~~Some of ~~2020,~~our products carry warranties for defects in quality and workmanship. We may experience significant expense as the result of product quality issues, product recalls or product liability claims which may have a material adverse effect on our business.

Participants and spectators in connection with our training and education programs are subject to potential injuries and accidents, which could subject us to personal injury or other claims and increase our expenses, as well as reduce attendance at our training and education programs, causing a decrease in our revenue.

There are inherent risks to participants and spectators involved with producing, attending, or participating in our training and education programs. Injuries and accidents have occurred and may occur from time to time in the future, which could subject us to substantial claims and liabilities for injuries. Incidents in connection with our training and education programs at any of our facilities or facilities that we ~~entered what~~rent could also result in claims, reducing operating income or reducing attendance at our events, causing a decrease in our revenues. There can be no assurance that the ~~health organizations~~insurance we maintain will be adequate to cover any potential losses. The physical nature of ~~the world labeled a “global pandemic” of the COVID-19 virus. While we are starting to emerge from~~ many of our training and education programs exposes the ~~social distancing measures~~athletes that participate to the risk of serious injury or death. These injuries could include concussions, and many sports leagues and organizations have been sued by athletes over alleged long-term neurocognitive impairment arising from concussions. Although the participants in certain of our training and education programs may be responsible for maintaining their own health, disability, and life insurance, we ~~put into place~~may seek coverage under our accident insurance policies, if available, or our general liability insurance policies, for injuries that athletes incur while competing. To the extent such injuries are not covered by our policies, we may self-insure medical costs for athletes for such injuries. Liability to ~~protect~~us resulting from any death or serious injury, including concussions, sustained by athletes while competing, to the extent not covered by our ~~faculty, students, and families, all of the effects of the COVID-19 pandemic on the world of sports, education, cleaning procedures, and more is unknown. We may have to make costly adjustments to~~insurance, could adversely affect our ~~various~~ business, ~~models and operations to remain compliant with any changes to current regulatory policies as they relate to our various enterprises, and this may have an impact on our revenue~~financial condition, and operating results.

~~Altitude Water’s AWGs may experience defects~~Failure to protect or ~~problems that may result~~enforce our intellectual property rights or the costs involved in ~~unsafe water production, creating potential insurance~~such enforcement could harm our business, financial condition, and ~~liability risks.~~results of operations.

~~While~~We may from time to time seek to enforce our intellectual property rights against infringers when we ~~make every effort~~determine that a successful outcome is probable and may lead to an increase in the value of the intellectual property. If we choose to enforce our ~~testing process~~intellectual property rights against a party, then that individual or company has the right to ~~ensure~~ask the court to rule that such rights are invalid or should not be enforced. These lawsuits and proceedings are expensive and would consume time and resources and divert the attention of managerial and operational personnel even if we were successful in stopping the infringement of such rights. In addition, there is a risk that the court will decide that such rights are not valid and that we do not have the right to stop the other party from using the inventions.

Further, our competitors have been granted patents protecting various products and solutions. If our products and solutions employ these processes, or other subject matter that is claimed under our competitors’ patents, or if other companies obtain patents claiming subject matter that we use, those companies may bring infringement actions against us. The question of whether a product infringes a patent involves complex legal and factual issues, the determination of which is often uncertain. In addition, because patent applications can take many years to issue, there may be applications now pending of which we are unaware, which might later result in issued patents that our ~~AWGs are functioning properly~~products and ~~will continue to perform as expected for the duration of the life of the product, we cannot guarantee~~solutions may infringe. There can be no assurance that our products will not ~~ever face complications. This~~be determined to have infringed upon an existing third-party patent. If any of our products and solutions infringes a valid patent, we may be required to discontinue offering certain products or systems, pay damages, purchase a license to use the intellectual property in question from its owner, or redesign the product in question to avoid infringement. A license may not be available or may require us to pay substantial royalties, which could in turn force us to attempt to redesign the infringing product or to develop alternative technologies at ~~times cause~~a considerable expense. Additionally, we may not be successful in any attempt to redesign the ~~water being produced~~infringing product or to develop alternative technologies, which could force us to withdraw our products or services from the market.

We may also infringe other intellectual property rights belonging to third parties, such as trademarks, copyrights, and confidential information. As with patent litigation, the infringement of trademarks, copyrights and confidential information involve complex legal and factual issues and our products, branding or associated marketing materials may be ~~unsafe~~found to have infringed existing third-party rights. When any third-party infringement occurs, we may be required to stop using the infringing intellectual property rights, pay damages and, if we wish to keep using the third-party intellectual property, purchase a license or otherwise redesign the product, branding, or associated marketing materials to avoid further infringement. Such a license may not upbe available or may require us to the standard and quality we advertise. This may create liability risks for us and may impact our ability to maintain our insurance policy. Our insurance premiums may increase, which may negatively impact our financial goals.pay substantial royalties.

~~If Altitude Academies cannot maintain its current agreement with Club Med, we may~~Geopolitical conditions, including direct or indirect acts of war or terrorism, could have ~~to move~~an adverse effect on our ~~facilities elsewhere~~operations and ~~this may impact~~ financial ~~goals if the lease ends unexpected.~~results.

~~Altitude Academies currently operates on Club Med’s property~~Last year, Russia initiated significant military action against Ukraine. In response, the U.S. and ~~its operating agreement~~certain other countries imposed significant sanctions against Russia, Belarus and certain individuals and entities connected to Russian or Belarusian political, business, and financial organizations, and the U.S. and certain other countries could impose further sanctions and other retaliatory actions should the conflict continue or worsen. It is ~~critical in keeping our facilities expenses low. However,~~not possible to predict the agreement is only in effect for one year with the potential to renew for one-year increments, and both Club Med and CMA must agree to a renewal in writing. If Club Med is dissatisfied for any reason with Altitude Academies and its operations at the endbroader consequences of the ~~agreement term, they may not renew~~conflict, including related geopolitical tensions, and the ~~agreement. This would create large~~measures and retaliatory actions taken by the U.S. and other countries in respect thereof as well as any counter measures or retaliatory actions by Russia or Belarus in response, including, for example, potential cyberattacks or the disruption of energy exports, is likely to cause regional instability, geopolitical shifts, and could materially adversely affect regional economies and the global economy. The situation remains uncertain, and while it is difficult to predict the impact of any of the foregoing, the conflict and actions taken in response to the conflict could increase our costs, reduce our sales and earnings, impair our ability to raise additional capital when needed on acceptable terms, if at all, or otherwise adversely affect our business, financial ~~expenditures as the academy would have to relocate to a new site~~condition, and ~~would likely result in negative impacts on operating results. Additionally, it may impact the quality~~results of facilities available to Altitude Academies students and faculty, which could lead to reduced enrollment rates. While Altitude Academies puts extensive effort and resources into maintaining a positive mutual relationship with Club Med for the benefit of renewing the agreement, this is not something that can be guaranteed.operations.

~~Altitude Water may face production delays, manufacturing problems, or other issues that may result in delivery delays, breach of contract, or negative publicity which may impact~~Our financial statements contain an explanatory paragraph regarding substantial doubt about our ability to ~~retain customers and effectively market our products.~~continue as a going concern, which could prevent us from obtaining new financing on reasonable terms or at all.

~~Altitude Water relies heavily on its manufacturing partners~~We have incurred recurring losses since inception and ~~staff~~expect to ~~ensure~~continue to incur losses as a result of legal and professional fees and our corporate general and administrative expenses. On December 31, 2022, we had $1,596,138 in cash. Our net losses incurred for the year ended December 31, 2022, were $8,625,824 and working capital deficit was $11,551,443 at December 31, 2022. As a result, there is substantial doubt about our ability to continue as a going concern. In the event that ~~all manufacturing, testing, and delivery of products goes smoothly. However, there~~we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be ~~unexpected challenges~~required to delay, reduce or ~~delays~~severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition and long-term prospects. The Company expects to ~~this process~~seek to obtain additional funding through increased revenues and future financings. There can be no assurance as to the availability or terms upon which such financing and capital might be available. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As of December 31, 2022, we and our subsidiaries had total indebtedness of approximately $77,901,449. This amount will be reduced in the future due to the Settlement Agreement and divestiture of Altitude Hospitality, LLC. We have significantly increased our indebtedness in the past year. Our indebtedness requires us to commit a significant portion of our annual cash flow from operations to debt service payments, which reduces the availability of our cash flow to fund working capital, capital expenditures, expansion efforts, dividends and distributions and other general corporate needs. Additionally, our substantial indebtedness could:

The terms of our indebtedness place restrictions on us and on our subsidiaries and these restrictions reduce our operational flexibility and create default risks.

We are, and may in the future become, party to agreements and instruments that place restrictions on us and on our subsidiaries. Failure to comply with these restrictive covenants could result in ~~delivery~~an event of default that, if not cured or ~~manufacturing issues. With its largest commercial partnerships~~waived, could result in the acceleration of all or a substantial portion of our indebtedness.

We carry comprehensive insurance coverage for general liability, property, business interruption, cyber threats, terrorism, and ~~contracts,~~other risks with respect to our business. Recovery under the applicable policies also is subject to substantial deductibles and complex calculations of lost business income.

In addition, there are other risks relating to property insurance, such as certain environmental hazards, that may be deemed to fall completely outside the general coverage limits of our policies or may be uninsurable or too expensive to justify coverage. Also, insurance coverage for war, infectious disease, and nuclear, biological, chemical, and radiological perils is extremely limited. We also may encounter challenges with an insurance provider regarding whether it will pay a particular claim that we believe to be covered under our policy.

We do not have a formal lease agreement in place for our operations in Port St. Lucie, Florida

We do not have a formal, written lease agreement in place for our flagship location at Sandpiper Bay in Port St. Lucie, Florida. We assigned the Altitude ~~Water must maintain its end~~Hospitality subsidiary to FVP’s designee on March 6, 2023 and have been paying FVP $150,000 per month for use of the facilities and property since January 1, 2023. While we hope to be able to continue using the facilities as we have for the past thirteen years, we do not have a written lease allowing us use for a certain duration of time. While the Company is working with FVP to establish a lease agreement, there is no guarantee that this will occur, and the Company may have to ~~deliver properly functioning AWGs~~move its operations elsewhere.

We face possible risks associated with natural disasters and the physical effects of climate change.

We are subject to the ~~client~~risks associated with natural disasters and the physical effects of climate change, which can include more frequent or severe storms, droughts, hurricanes, and flooding, any of which could have a material adverse effect on our resort, operations, and business. Over time, locations in Florida such as ours are expected to experience increases in storm intensity and ~~if delays impact this, the client~~rising sea levels causing damage to our operations. As a result, we could become subject to significant losses and/or repair costs that may or may not be fully covered by insurance. There can be no assurance that climate change will not have ~~cause for~~ a ~~breach of contract suit. Additionally, large amounts of delays and problems may create negative publicity around Altitude Water that can impact ability to attract and retain customers.~~material adverse effect on our resort, operations, or business.

Our stock price may be volatile, which may result in losses to our shareholders.

The stock markets have experienced significant price and trading volume fluctuations, and the market prices of companies listed on the OTC Pink Market on which shares of our Common Stock are quoted, have been volatile in the past and have experienced sharp share price and trading volume changes. The trading price of our Common Stock is likely to be volatile and could fluctuate widely in response to many factors, including the following, some of which are beyond our control:

Domestic and international stock markets often experience significant price and volume fluctuations. These fluctuations, as well as general economic and political conditions unrelated to our performance, may adversely affect the price of our Common Stock.

Our ~~certificate~~shares of ~~incorporation~~Common Stock may become thinly traded and you may be unable to sell at or near ask prices, or at all.

We cannot predict the extent to which an active public market for trading our Common Stock will be sustained. This situation is attributable to many factors, including the fact that we are a small company which is relatively unknown to stock analysts, stockbrokers, institutional investors, and others in the investment community who generate or influence sales volume. Even if we came to the attention of such persons, those persons tend to be risk-averse and may be reluctant to follow, purchase, or recommend the purchase of shares of an unproven company such as ours until we become more seasoned and viable. Consequently, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our Common Stock will develop or be sustained, or that current trading levels will be sustained.

The market price for our Common Stock is particularly volatile given our status as a relatively small company, which could lead to wide fluctuations in our share price. You may be unable to sell your Common Stock at or above your purchase price if at all, which may result in substantial losses to you.

Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be able to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

Because the SEC imposes additional sales practice requirements on brokers who deal in shares of penny stocks, some brokers may be unwilling to trade our securities. This means that you may have difficulty reselling your shares, which may cause the value of your investment to decline.

Our shares are classified as penny stocks and are covered by Section 15(g) of the Exchange Act which imposes additional sales practice requirements on brokers-dealers who sell our securities. For sales of our securities, broker-dealers must make a special suitability determination and receive a written agreement prior from you to making a sale on your behalf. Because of the imposition of the foregoing additional sales practices, it is possible that broker-dealers will not want to make a market in our Common Stock. This could prevent you from reselling your shares and may cause the value of your investment to decline.

Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may limit your ability to buy and sell our Common Stock, which could depress the price of our shares.

FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the 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 and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price.

Volatility in our common share price may subject us to securities litigation.

The market for our Common Stock is characterized by significant price volatility as compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

Our business is subject to changing regulations related to corporate governance and public disclosure that have increased both our costs and the risk of noncompliance.

Because our Common Stock is publicly traded, we are subject to certain rules and regulations of federal, state and financial market exchange entities charged with the protection of investors and the oversight of companies whose securities are publicly traded. These entities, including the Public Company Accounting Oversight Board, the SEC and FINRA, have issued requirements and regulations and continue to develop additional regulations and requirements in response to corporate scandals and laws enacted by Congress, most notably the Sarbanes-Oxley Act. Our efforts to comply with these regulations have resulted in, and are likely to continue resulting in, increased general and administrative expenses and diversion of management time and attention from revenue-generating activities to compliance activities. Because new and modified laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices.

We will incur increased costs and compliance risks as a result of becoming a public company.

We will incur costs associated with our public company reporting requirements. We also anticipate that we will incur costs associated with recently adopted corporate governance requirements, including certain requirements under the Sarbanes-Oxley Act, as well as new rules implemented by the SEC and FINRA. We expect these rules and regulations, in particular Section 404 of the Sarbanes-Oxley Act (“Section 404”), to significantly increase our legal and financial compliance costs and to make some activities more time-consuming and costly. Like many smaller public companies, we face a significant impact from required compliance with Section 404. Section 404 requires management of public companies to evaluate the effectiveness of internal control over financial reporting and the independent auditors to attest to the effectiveness of such internal controls and the evaluation performed by management. The SEC has adopted rules implementing Section 404 for public companies as well as disclosure requirements. The Public Company Accounting Oversight Board, or PCAOB, has adopted documentation and attestation standards that the independent auditors must follow in conducting its attestation under Section 404. We are currently preparing for compliance with Section 404; however, there can be no assurance that we will be able to effectively meet all of the requirements of Section 404 as currently known to us in the currently mandated timeframe. Any failure to implement effectively new or improved internal controls, or to resolve difficulties encountered in their implementation, could harm our operating results, cause us to fail to meet reporting obligations or result in management being required to give a qualified assessment of our internal controls over financial reporting or our independent auditors providing an adverse opinion regarding management’s assessment. Any such result could cause investors to lose confidence in our reported financial information, which could have a material adverse effect on our stock price.

We also expect these new rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our Board or as executive officers. We are currently evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares and have a depressive effect on the price of the shares of our Common Stock.

A majority of the outstanding shares of our Common Stock are “restricted securities” within the meaning of Rule 144 (“Rule 144”) under the Securities Act of 1933, as amended (the “Securities Act”). As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of Common Stock, may have a depressive effect upon the price of our shares of Common Stock in any active market that may develop.

We currently do not intend to pay dividends on our Common Stock. As a result, your only opportunity to achieve a return on your investment is if the price of our Common Stock appreciates.

We currently do not expect to declare or pay dividends on our Common Stock. In addition, in the future we may enter into agreements that prohibit or restrict our ability to declare or pay dividends on our Common Stock. As a result, your only opportunity to achieve a return on your investment will be if the market price of our Common Stock appreciates and you sell your shares at a profit.

You may experience dilution of your ownership interest due to the future issuance of additional shares of our Common Stock.

We are in a capital-intensive business, and we do not have sufficient funds to finance the growth of our business or to support our projected capital expenditures. As a result, we will require additional funds from future equity or debt financings, including sales of preferred shares or convertible debt, to complete the development of new projects and pay the general and administrative costs of our business. We may in the future issue our previously authorized and unissued securities, resulting in the dilution of the ownership interests of holders of our Common Stock. We are currently authorized to issue 600,000,000 shares of Common Stock and 5,000,000 shares of preferred stock. Additionally, the Board may subsequently approve increases in authorized Common Stock. The potential issuance of such additional shares of common or preferred stock or convertible debt may create downward pressure on the trading price of our Common Stock. We may also issue additional shares of Common Stock or other securities that are convertible into or exercisable for Common Stock in future public offerings or private placements for capital raising purposes or for other business purposes. The future issuance of a substantial number of shares of Common Stock into the public market, or the perception that such issuance could occur, could adversely affect the prevailing market price of our shares of Common Stock. A decline in the price of our shares of Common Stock could make it more difficult to raise funds through future offerings of our shares of Common Stock or securities convertible into shares of Common Stock.

Our Articles of Incorporation allows for our ~~board of directors~~Board to create new series of preferred stock without further approval by our stockholders, which could have an anti-takeover effect and could adversely affect holders of our ~~common stock.~~Common Stock.

Our authorized capital includes preferred stock issuable in one or more series. Our ~~board of directors~~Board has the authority to issue preferred stock and determine the price, designation, rights, preferences, privileges, restrictions, and conditions, including voting and dividend rights, of those shares without any further vote or action by stockholders. The rights of the holders of ~~common stock~~Common Stock will be subject to, and may be adversely affected by, the rights of holders of any preferred stock that may be issued in the future. The issuance of additional preferred stock, while providing desirable flexibility in connection with possible financings and acquisitions and other corporate purposes, could make it more difficult for a third party to acquire a majority of the voting power of our outstanding voting securities, which could deprive our holders of ~~common stock~~Common Stock of a premium that they might otherwise realize in connection with a proposed acquisition of our ~~company.~~Company.

Efforts to comply with the applicable provisions of Section 404 of the Sarbanes-Oxley Act will involve significant expenditures, and non-compliance with Section 404 of the Sarbanes-Oxley Act may adversely affect us and the market price of our ~~common stock.~~Common Stock.

Under current SEC rules, we have been required to report on our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, or Section 404, and related rules and regulations of the SEC. We will be required to review on an annual basis our internal control over financial reporting, and on a quarterly and annual basis to evaluate and disclose changes in our internal control over financial reporting. This process may result in a diversion of management’s time and attention and may involve significant expenditures. We have not maintained internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404 of the Sarbanes-Oxley ~~Act of 2002.~~Act. The rules governing the standards that must be met for our evaluation management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation. We expect to begin the process of reviewing, documenting, and testing our internal control over financial reporting after completion of this offering. We might encounter problems or delays in completing the implementation of any changes necessary to make a favorable assessment of our internal control over financial reporting. If we cannot favorably assess the effectiveness of our internal control over financial reporting, investors could lose confidence in our financial information and the price of our ~~common stock~~Common Stock could decline.

If securities or industry analysts do not publish or cease publishing research or reports about us, or publish inaccurate or unfavorable reports about, our business or our market, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline.

The trading market for our ~~common stock,~~Common Stock, to some extent, will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors.

We do not have any control over these analysts. And we cannot provide any assurance that analysts will cover us or provide favorable coverage. If any of the analysts who may cover us adversely change their recommendation regarding our Common Stock, or provide more favorable relative recommendations about our competitors, the price of our Common Stock would likely decline. If any analyst who may cover us were to cease coverage of our Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the price of our Common Stock or trading volume to decline.

Our internal control over financial reporting does not currently meet the standards required by Section 404 of the Sarbanes-Oxley Act, ~~of 2002,~~ and failure to achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.

We have not maintained internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404 of the Sarbanes-Oxley ~~Act of 2002.~~Act. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation. We expect to begin the process of reviewing, documenting, and testing our internal control over financial reporting after completion of this offering. We might encounter problems or delays in completing the implementation of any changes necessary to make a favorable assessment of our internal control over financial reporting. If we cannot favorably assess the effectiveness of our internal control over financial reporting, investors could lose confidence in our financial information and the price of our ~~common stock~~Common Stock could decline.

The financial and operational projections that we may make from time to time are subject to inherent risks.

The projections that our management may provide from time to time reflect numerous assumptions made by management, including assumptions with respect to our specific as well as general business, economic, market and financial conditions and other matters, all of which are difficult to predict and many of which are beyond our control. Accordingly, there is a risk that the assumptions made in preparing the projections, or the projections themselves, will prove inaccurate. There will be differences between actual and projected results, and actual results may be materially different from those contained in the projections. The inclusion of the projections in this prospectus should not be regarded as an indication that we or our management or representatives considered or consider the projections to be a reliable prediction of future events, and the projections should not be relied upon as such.

We do not own any property, nor do we have any contracts or options to acquire any property in the future. Presently, we are operating at our office at 4500 SE Pine Valley Street, Port Saint Lucie, ~~Florida.~~Florida without a formal lease.

From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We know of no existing or pending legal proceedings against us, nor are we involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of our directors, officers or any of their respective affiliates, or any beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

ITEM 5. Market For Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Prices for our common stock are quoted on OTC ~~Markets~~Pink Marketplace under the symbol “ALTD.”

OnAs of March ~~14, 2022,~~20, 2023, there were approximately ~~165~~179 record holders of our common stock.

We have not paid dividends during the three most recently completed fiscal years and have no current plans to pay dividends on our common stock. We currently intend to retain all earnings, if any, for use in our business.

~~On December 1, 2021, the Company issued 12,500 shares of common stock to its legal counsel for services rendered to the Company. These shares were issued pursuant to an~~We claimed exemption from registration under the ~~registration requirements~~Securities Act for the sales and issuances of securities in the following transactions under Section 4(a)(2) of the Securities Act ~~of 1933, as amended pursuant to Section 4(a)(2) of the Act~~ and/or ~~Rule 506 of~~ Regulation D promulgated thereunder, ~~since, among other things, the transactions~~in that such sales and issuances did not involve a public ~~offering.~~

On January 1, 2022, the Company issued 12,500 shares of common stock to its legal counsel for services rendered to the Company. These shares were issued pursuant to an exemption from the registration requirements ofoffering, or under Rule 701 promulgated under the Securities Act, ~~of 1933, as amended~~in that they were offered and sold either pursuant to written compensatory plans or pursuant to a written contract relating to compensation, as provided by Rule 701. All of the purchasers of unregistered securities for which we relied on Section 4(a)(2) ~~of the Act~~ and/or ~~Rule 506 of~~ Regulation D ~~promulgated thereunder since, among other things,~~represented that they were accredited investors as defined under the ~~transactions did~~Securities Act. We claimed such exemption on the basis that (a) the purchasers in each case represented that they intended to acquire the securities for investment only and not ~~involve~~with a ~~public offering.~~

~~On February 28, 2022, the Company issued 1,000,000 shares of common stock to Hospitality Funding, Inc. for consulting services rendered~~view to the ~~Company. These shares~~distribution thereof and that they either received adequate information about the registrant or had access, through employment or other relationships, to such information and (b) appropriate legends were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

~~On February 28, 2022, the Company issued 3,000,000 shares of common stock to 16929 Wellness Consultants Inc. for services rendered~~affixed to the ~~Company. These shares were~~stock certificates issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.in such transactions.

On March 7, 2022, the Company issued 6,000,000 shares of common stock to Tim Schulz for services rendered related to the RUSH Soccer transaction. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On March 7, 2022, the Company issued 2,500,000 shares of common stock to Justin Miller for services rendered related to the RUSH Soccer transaction. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On March 7, 2022, the Company issued 500,000 shares of common stock to Pablo Toledo for services rendered related to the RUSH Soccer transaction. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On March 7, 2022, the Company issued 500,000 shares of common stock to Tiago Calvano for services rendered related to the RUSH Soccer transaction. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On March 7, 2022, the Company issued 500,000 shares of common stock to Raoul Voss for services rendered related to the RUSH Soccer transaction. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On February 13, 2018, the Company’s shareholders and Board of Directors approved the 2017 Incentive Stock Plan (the “Plan”). The Plan provides for the grant of two types of options: (1) Incentive Stock Options, which are options that meet the requirements of Section 422 of the Code, and (2) Non-statutory Options. Shareholder approval will make available a total of 3,000,000 shares of the Company’s authorized but unissued Common Stock for purchase upon exercise of options granted under the 2017 Incentive Stock Plan. The term of the 2017 Incentive Stock Plan is ten years, subject to earlier termination by the Board.

Incentive Stock Options may be granted to employees of the Company or a related corporation. Non-Qualified Stock Options may be granted to employees of the Company, a related corporation, or affiliated companies. In any fiscal year, no employee may receive options to purchase more than $100,000 worth of shares of Common Stock and no option may be granted with an exercise price less than the fair market value measured on the date of the grant.

The 2017 Incentive Stock Plan will be administered by Board of Directors. The Board will have authority to construe, amend or terminate the 2017 Incentive Stock Plan. A written agreement will evidence each option and determine whether the option is an Incentive Stock Option or Non-Qualified Stock Option.

Options will expire no longer than 10 years from the date of grant; provided that no Incentive Stock Option granted to a greater-than-10% shareholder will expire later than 5 years from the date of grant. Vested options generally will terminate upon the first to occur of: (1) expiration of the option; (2) three months following the optionee’s termination of employment, other than as a result of death or disability; or (3) six months following the optionee’s death or cessation of employment by reason of disability.

Options granted under the 2017 Incentive Stock Plan will be no less than twenty percent (20%) of the shares covered thereby shall become exercisable annually unless the Board determines otherwise. The Committee may accelerate vesting. Upon a change in control, all options outstanding at the date thereof will become fully vested and exercisable. The purchase price of option shares must be paid by wire transfer, except to the extent another method is permitted by the Board.

There are currently no stock options currently issued and outstanding under the 2017 Plan, as all 250,000 remaining stock options issued and outstanding were exercised on February 8, 2021.

We have appointed ~~Action Stock~~Securities Transfer ~~Corp.~~Corporation as the transfer agent for our Preferred Stock and Common Stock. The principal office of ~~Action Stock~~Securities Transfer ~~Corp.~~Corporation is located at ~~2469 E. Fort Union Blvd.,~~2901 Dallas Parkway, Suite ~~214. Salt Lake City, UT 84121,~~380, Plano, Texas 75093, and its telephone number is ~~(801) 274-1088.~~(469) 633-0101.

~~Not Required~~The Company, as a smaller reporting company (as defined by Rule 12b-2 of the Exchange Act), is not required to furnish information required by this item.

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The statements contained in the following MD&A and elsewhere throughout this Quarterly Report on Form 10-K, including any documents incorporated by reference, that are not historical facts, including statements about our beliefs and expectations, are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “intend” and similar words or expressions. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances are forward-looking statements.

These forward-looking statements, which reflect our management’s beliefs, objectives, and expectations as of the date hereof, are based on the best judgement of our management. All forward-looking statements speak only as of the date on which they are made. Such forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors that could cause actual results to differ materially from those anticipated in such statements, including, without limitation, the following: economic, social and political conditions, global economic downturns resulting from extraordinary events such as the COVID-19 pandemic and other securities industry risks; interest rate risks; liquidity risks; credit risk with clients and counterparties; risk of liability for errors in clearing functions; systemic risk; systems failures, delays and capacity constraints; network security risks; competition; reliance on external service providers; new laws and regulations affecting our business; net capital requirements; extensive regulation, regulatory uncertainties and legal matters; failure to maintain relationships with employees, customers, business partners or governmental entities; the inability to achieve synergies or to implement integration plans and other consequences associated with risks and uncertainties detailed in our filings with the SEC, including our most recent filings on Forms 10-K and 10-Q.

We caution that the foregoing list of factors is not exclusive, and new factors may emerge, or changes to the foregoing factors may occur, that could impact our business. We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise, except to the extent required by the federal securities laws.

Certain information contained in this discussion and elsewhere in this report may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and is subject to the safe harbor created by that act. The safe harbor created by the Private Securities Litigation Reform Act will not apply to certain “forward looking statements” because we issued “penny stock” (as defined in Section 3(a)(51) of the Securities Exchange Act of 1934 and Rule 3(a)(51-1) under the Exchange Act) during the three year period preceding the date(s) on which those forward looking statements were first made, except to the extent otherwise specifically provided by rule, regulation or order of the Securities and Exchange Commission. We caution readers that certain important factors may affect our actual results and could cause such results to differ materially from any forward-looking statements which may be deemed to have been made in this Report or which are otherwise made by or on our behalf. For this purpose, any statements contained in this report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “explore,” “consider,” “anticipate,” “intend,” “could,” “estimate,” “plan,” or “propose” or the negative variations of those words or comparable terminology are intended to identify forward-looking statements. Factors that may affect our results include, but are not limited to, the risks and uncertainties associated with:

We are also subject to other risks detailed from time to time in our other filings with Securities and Exchange Commission and elsewhere in this report. Any one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.

~~The 2022 operational plan consists of:~~Altitude International Holdings, Inc., is a vertically integrated high-performance sports, education, and technology company comprised of multiple scalable related revenue streams that together create a vertically integrated high-performance sports, education, and technology group. Our mission is to redefine and revolutionize athletic preparation and training, while providing relief, opportunity, and wellness to those that need it the most.

We operate across three revenue streams: (i) Sport Tuition Properties, (ii) Academic Tuition Properties, and (iii) Sport Technology Properties.

Altitude sports properties consist of Altitude Academies, Altitude Volleyball, CMAS, and NMBA.

Altitude Academies provides tennis, golf, soccer, beach volleyball, and indoor volleyball programs specializing in the training and education of young aspiring student-athletes from around the world, providing a pathway from elementary school to college to the professional ranks. Altitude Academies also operates a proprietary educational model that currently focuses on blending sports and academics.

~~Commercial operations are in Port Saint Lucie, Florida.~~Sport Technology Properties

~~No assurances can be given that any~~Altitude Water manufactures Atmospheric Water Generators (“AWGs”). AWGs produce pure water through the condensation process. Our AWGs range from smaller residential, light commercial, and heavy-duty military-grade machines. The machines supply up to 12, 100, and 200 gallons of ~~these plans will come to fruition or that if implemented that they will necessarily yield positive results.~~water per day.

Altitude Chambers specializes in creating uniquely engineered, membrane-based designs for simulated altitude training environments. Altitude Chambers entered into an exclusive, perpetual licensing agreement with Sporting Edge UK Ltd., Inc. (“Sporting Edge UK”), a UK company, which granted Altitude International, Inc. a license and access to Sporting Edge’s intellectual property and proprietary technology related to properly engineered, membrane-based designs for simulated altitude training equipment. The product line ranges from personal at-home use machines to fully integrated environmental rooms and chambers. Altitude has the licensing rights to use all technology to manufacture the products and to sell them (directly or through distributors) in North, Central, and South America. The manufacturing of the environmental rooms and chambers takes place in the United States.

Altitude Wellness will focus on helping its future members reach their individual health goals by offering various experiences that enhance the way members look and feel. Multiple modalities ranging from altitude chambers, cryo chambers, ozone chamber, red light therapy, IV therapy, infrared sauna, and neuro feedback are just a few of the treatments that will be available.

~~In response~~has globally resulted in loss of life, business closures, restrictions on travel, and widespread cancellation of social gatherings. While the disruption is currently expected to be temporary, there is considerable uncertainty around the ~~COVID-19 pandemic, during 2020 and continuing in 2021, the Company established policies and protocols to address safety considerations.~~duration. The extent to which the COVID-19 pandemic ~~will continue to affect the Company’s~~impacts our business ~~financial condition, liquidity, and the Company’s operating results~~ will depend on future developments, which are highly uncertain and cannot be ~~predicted.~~

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

~~For the year ended December 31, 2021 compared to the period ended December 31, 2020~~

We had $6,595,867 and $5,524,410 of revenue for the period ended December 31, 2021, and 2020, respectively. The increase in revenue is primarily due to the effects of COVID-19 in 2020 and in 2021, operations returning to a near pre-COVID-19 level.

~~Direct costs of revenue for the period ended December 31, 2021, and 2020 were $2,862,941 and $2,217,974, respectively.~~

Operating expenses for the period ended December 31, 2021, and 2020 were $6,154,928 and $3,893,455, respectively. The increase in expenses for 2021 compared to 2020 were comprised primarily of stock-based compensation of $657,947 compared to $0, respectively, the increase in salary and related expenses, $2,396,915 compared to $1,478,414, respectively, and the increase in rent expenses, $648,080 compared to $98,209, respectively. Rent expenses were affected by COVID-19 in 2020 and a new contract in 2021 for additional leased facilities.

Other income for the period ended December 31, 2021, and 2020 were $580,385 and $461,721, respectively. For the periods ending 2021 and 2020, the Company recognized gains on settlement of debt of $53,008 and $0, respectively, and gain on the forgiveness of the PPP loans, $614,972 and $507,207, respectively.

~~Net loss for the period ended December 31, 2021, and 2020 was $1,841,617 and $105,287, respectively.~~

	●	new information which may emerge concerning the severity of the disease;

	●	the duration and spread of the outbreak;

	●	the severity of travel restrictions imposed by geographic areas in which we operate, mandatory or voluntary business closures;

	●	regulatory actions taken in response to the pandemic;

	●	other business disruptions that affect our workforce;

	●	the impact on capital and financial markets; and

	●	actions taken throughout the world, including in markets in which we operate, to contain the COVID-19 outbreak or treat its impact.

~~Liquidity~~In addition, the outbreak of COVID-19 has resulted in a widespread global health crisis and ~~Capital Resources~~adversely affected global economies and financial markets, and similar public health threats could do so in the future. If the disruptions posed by the COVID-19 pandemic or other matters of global concern continue for an extensive period of time, the operations of our business may be materially adversely affected.

~~We had a cash balance of $423,165 and negative working capital of $1,117,979 at December 31, 2021.~~

~~The Company’s anticipated capital requirements for~~To the next 12 months will consist of expenses of being a public company and general and administrative expenses all of which we currently estimate will cost $325,000, excluding revenue related expenses and salaries. In the event there are unanticipated expenses and we need additional funds, we may seek to raise additional funding that we require in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund such additional expenses. We currently do not have any agreements, arrangements or understandings with any person or entity to obtain funds through bank loans, lines of credit or any other sources.

Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. On a consolidated basis, the Company has incurred significant operating losses since inception. For the year ended December 31, 2021, the Company had a net loss of $1,841,617. As of December 31, 2021, we had a working capital deficit of $1,117,979 and an accumulated deficit of $2,917,881.

Operating activities during the period ended December 31, 2021 used $1,690,239 of net cash. Net cash provided by investing activities was $2,155 for the period ended December 31, 2021. Net cash provided by financing activities of $1,977,246 was received from the issuance of common stock and shareholder advances during the period ended December 31, 2021. Operating activities during the period ended December 31, 2020 used $898,790 of net cash. Net cash used in investing activities was $11,667 for the period ended December 31, 2020. Net cash provided by financing activities of $794,185 was received from the issuance of common stock and shareholder advances during the period ended December 31, 2020.

~~In 2020, the Company was impacted by~~extent the COVID-19 pandemic ~~and in 2021, the Company was going back to~~or a ~~near pre-COVID-19 level.~~

~~We have no off-balance sheet arrangements that have or are reasonably~~similar public health threat has an impact on our business, it is likely to also have ~~a current or future~~the effect ~~on our financial condition, changes~~of heightening many of the other risks described in ~~financial condition, revenues, or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.~~the “Risk Factors” section.

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the amortization period for intangible assets, valuation and impairment valuation of intangible assets, valuation of share-based payments.

Changes in Accounting Principles. No significant changes in accounting principles were adopted during fiscal ~~2020~~2022 and ~~2019.~~2021.

Impairment of Long-Lived Assets. The Company accounts for long-lived assets in accordance with the provisions of ~~Statement of Financial~~ Accounting Standards ~~ASC~~Codification (“ASC”) 360-10, “Accounting for the Impairment or Disposal of Long-Lived Assets.” This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Fair Value of Financial Instruments and Fair Value Measurements. The Company measures their financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash, accounts payable, accrued expenses and short-term loans the carrying amounts approximate fair value due to their short maturities.

We have adopted accounting guidance for financial and non-financial assets and liabilities. The adoption did not have a material impact on our results of operations, financial position, or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

Revenue Recognition. Our sales are generated from three revenue streams: 1) contracts with customers for the design, development, manufacture, and installation of simulated altitude athletic equipment, 2) sports training and academic tuition, and 3) water filtration systems. For the simulated athletic equipment and the water filtration systems, we provide our products under fixed-price contracts. Under fixed-price contracts, we agree to perform the specified work for a pre-determined price. To the extent our actual costs vary from the estimates upon which the price was negotiated, we will generate more or less profit or could incur a loss.

We account for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.

We evaluate the products or services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. The products and services in our contracts are typically not distinct from one another due to their complex relationships, customization, and the significant contract management functions required to perform under the contract. Accordingly, our contracts are typically accounted for as one performance obligation, except for the simulated altitude athletic equipment whereas there is a service obligation over a period of time.

We determine the transaction price for each contract based on the consideration we expect to receive for the products or services being provided under the contract.

In regard to the simulated altitude athletic equipment and the water filtration systems, we recognize revenue as performance obligations are satisfied and the customer obtains control of the products and services. In determining when performance obligations are satisfied, we consider factors such as contract terms, payment terms and whether there is an alternative future use of the product or service. Substantially all of our revenue is recognized over time as we perform under the contract because if our customer were to terminate the contract for reasons other than our non-performance, we would have the right to recover damages which would include, among other potential damages, the right to payment for our work performed to date plus a reasonable profit to deliver products or services that do not have an alternative use to us.

In regard to the sports training and academics tuition revenue recognition policy, the tuition is recognized over the course of the training period which is typically a semester. In determining when performance obligations are satisfied, we consider factors as to actual attendance at the academy. We would have the right to recover damages which would include, among other potential damages, the right to payment for our work performed to date.

Stock-Based Compensation. The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method.

Allowance for Doubtful Accounts. The Company establishes an allowance for doubtful accounts to ensure trade receivable are not overstated due to non-collectability. The Company’s allowance is based on a variety of factors, including age of the receivable, significant one-time events, historical experience, and other risk considerations. The Company had an allowance at December 31, 2022 and 2021 of $536,191 and ~~2020 of~~ $205,455, ~~and $0,~~ respectively. The Company had bad debt expense of ~~$205,455~~$332,455 and $0$205,455 for the years ended December 31, 2022, and 2021, respectively.

No assurances can be given that any of these plans will come to fruition or that if implemented that they will necessarily yield positive results.

For the year ended December 31, 2022 compared to the period ended December 31, 2021

We had $12,209,237 and ~~2020,~~$6,595,867 of revenue for the period ended December 31, 2022, and 2021, respectively. The increase in revenue is primarily due to the acquisitions of Rush Soccer and the commencement of the hotel operations (which were divested on March 6, 2023).

Direct costs of revenue for the period ended December 31, 2022, and 2021 were $9,508,184 and $2,862,941, respectively. The increase is primarily due to the acquisition of Rush Soccer and the hotel property (which was divested on March 6, 2023).

Operating expenses for the period ended December 31, 2022, and 2021 were $10,259,757 and $6,154,928, respectively. The increase in expenses for 2022 compared to 2021 were comprised primarily of professional fees of $950,456 compared to $407,401, respectively, the increase in salary and related expenses, $4,329,582 compared to $2,396,915, respectively, the increase in rent, $1,589,699 compared to $648,080, respectively, and other general and administrative expenses of $2,496,290 compared to $1,574,975, respectively, offset by a decrease in stock-based compensation of $222,809 compared to $657,947, respectively.

Other income (expense) for the period ended December 31, 2022, and 2021 were $(1,067,120) and $580,385, respectively. For the periods ending 2022 and 2021, the Company recognized interest expense of $486,670 and $22,833, respectively, gain on the forgiveness of the PPP loans, $20,800 and $614,972, respectively, gain on bargain purchase, $238,600 and $0, respectively, and amortization of debt discount, $839,850 and $0, respectively.

Net loss for the period ended December 31, 2022, and 2021 was $8,625,824 and $1,841,617, respectively.

We had a cash balance of $1,596,138 and negative working capital of $11,551,443 at December 31, 2022.

The Company’s anticipated capital requirements for the next 12 months will consist of expenses of being a public company and general and administrative expenses all of which we currently estimate will cost $750,000, excluding revenue related expenses and salaries. In the event there are unanticipated expenses and we need additional funds, we may seek to raise additional funding that we require in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund such additional expenses. We currently do not have any agreements, arrangements or understandings with any person or entity to obtain funds through bank loans, lines of credit or any other sources.

Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. On a consolidated basis, the Company has incurred significant operating losses since inception. For the year ended December 31, 2022, the Company had a net loss of $8,625,824. As of December 31, 2022, we had a working capital deficit of $11,551,443 and an accumulated deficit of $11,543,705.

Operating activities during the period ended December 31, 2022 used $3,553,229 of net cash. Net cash used in investing activities was $1,653,697 for the period ended December 31, 2022. Net cash provided by financing activities of $13,117,630 was received from the issuance of common stock and shareholder advances during the period ended December 31, 2022. Operating activities during the period ended December 31, 2021 used $1,690,239 of net cash. Net cash provided by investing activities was $2,155 for the period ended December 31, 2021. Net cash provided by financing activities of $1,977,246 was received from the issuance of common stock and shareholder advances during the period ended December 31, 2021.

In 2021, the Company was impacted by the COVID-19 pandemic and in 2022, the Company was going back to a near pre-COVID-19 level.

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

Changes in Accounting Principles. No significant changes in accounting principles were adopted during fiscal 2022 and 2021.

In the opinion of management, inflation has not had a material effect on the Company’s financial condition or results of its operations. Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs. Our inability or failure to do so could harm our business, results of operations, or financial condition.

As the Company is a “smaller reporting company,” this item is inapplicable.

We have audited the accompanying consolidated balance sheets of Altitude International Holdings, Inc. ~~and its subsidiaries~~ (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for each of the ~~year then~~two years in the period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the ~~consolidated~~ financial position of the Company as of December 31, 2022 and 2021, and the results of its ~~consolidated~~ operations and its ~~consolidated~~ cash flows for each of the ~~year then~~two years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the ~~Company~~entity will continue as a going concern. As discussed in Note 2 to the financial statements, the ~~Company~~entity has suffered recurring losses from operations ~~since inception~~ and has a ~~working~~net capital deficiency ~~both of which~~that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These financial 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.

We conducted our audit in accordance 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.

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 include 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 critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates 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 critica~~l audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.~~

As described in Notes 1 and 5 to the consolidated financial statements, the Company tests goodwill for impairment annually at the reporting unit level, or more frequently, if events or circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Reporting units are tested for impairment by comparing the estimated fair value of each reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds its estimated fair value, an impairment loss is recorded based on the difference between the fair value and carrying amount, not to exceed the associated carrying amount of goodwill. The Company’s annual impairment test occurred on December 31, 2021.

We identified the evaluation of the impairment analysis for goodwill as a critical audit matter because of the significant estimates and assumptions management used in determining the fair value of the reporting unit which is based on market indicators. Performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort.

~~To the shareholders and the board of directors of Altitude International Holdings, Inc.~~

We have audited the accompanying consolidated balance sheet of Altitude International Holdings, Inc. (the “Company”) as of December 31, 2020, the related consolidated statement of operations, stockholders’ equity (deficit), and cash flows for the years 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, 2020, 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.

~~Substantial Doubt about the Company’s Ability to Continue as a Going Concern~~

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors 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 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These financial statements are the responsibility of the ~~Company’s~~entity’s management. Our responsibility is to express an opinion on ~~the Company’s~~these financial statements based on our ~~audit.~~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.

We conducted our audits in accordance 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 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~~entity’s internal control over financial reporting. Accordingly, we express no such opinion.⁴

Our 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 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.

The critical 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.

As described in Note 2 to the consolidated financial statements, the Company tests goodwill for impairment annually at the reporting unit level, or more frequently, if events or circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Reporting units are tested for impairment by comparing the estimated fair value of each reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds its estimated fair value, an impairment loss is recorded based on the difference between the fair value and carrying amount, not to exceed the associated carrying amount of goodwill. The Company’s annual impairment test occurred on December 31, 2022.

We identified the evaluation of the impairment analysis for goodwill as a critical audit matter because of the significant estimates and assumptions management used in determining the fair value of the reporting unit which is based on market indicators and projected cash flow. Performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort.

Our audit procedures related to sale-leaseback transactions included the following, among others:

As described in Note 5 to the Company’s consolidated financial statements, the Company entered into and consummated sale-leaseback transaction involving the Sandpiper Bay Resort with unrelated third parties during the year ended December 31, 2022. The Company determined that the transaction qualified as a sale-leaseback transaction in which the Company retained control of the asset and therefore recognized the transaction as a financing transaction in accordance with Accounting Standards Codification (“ASC”) Topic 842, Leases.

We identified management’s evaluation of whether the sale-leaseback transaction did or did not transfer control and was recognized timely, as a critical audit matter. Management applies judgment in assessing relevant lease terms, provisions, and other conditions, including repurchase rights, included in the Company’s sale and lease agreement to determine whether or not the control of the real estate property has or has not transferred from the Company and the timing of the transaction. Auditing these assessments made by management involved challenging auditor judgment due to the nature and complexity of the arrangement.

Our audit procedures related to sale-leaseback transactions included the following, among others:

~~5400 W Cedar Ave, Lakewood, CO 80226 PH: 303-953-1454 FAX: 720-251-8836~~March 22, 2023

	2021			2020			2022			2021
ASSETS
Current assets
Cash	$	423,165		$	134,003		$	1,596,138		$	423,165
Accounts receivable, net		91,520			269,962			738,255			91,520
Inventory		161,235			50,536			364,025			161,235
Prepaid expense		88,134			202,003			578,158			88,134
Deferred offering costs								197,500			-
Total current assets		764,054			656,504			3,474,076			764,054

Property, equipment and land, net
Land								28,200,000			-
Fixed assets, net		71,036			286,099			30,812,040			71,036
Construction-in-process								1,483,814			-
Total property, equipment and land, net								60,495,854			71,036
Intangible assets, net		287,500			0			395,049			287,500
Cash, restricted								6,837,731			-
Franchise fees								101,100			-
Deposits								220,415			-
Goodwill		29,493,398			0			29,493,398			29,493,398

Total assets	$	30,615,988		$	942,603		$	101,017,623		$	30,615,988

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Notes payable - related party	$	-		$	69,200
Notes payable		-			934,568
Notes payable, net of discounts							$	3,012,735		$	-
Accounts payable and accrued expenses		436,896			466,708			4,157,890			436,896
Accounts payable and accrued expenses - related party		-			113,422
Stockholders’ advance		36,211			36,211			36,211			36,211
PPP loan		20,800			30,595			-			20,800
Loan payable								448,321			-
Hotel financing, current								4,400,000			-
Deferred revenue		1,388,126			1,378,502			2,970,363			1,388,126
Total current liabilities		1,882,033			3,029,206			15,025,520			1,882,033

Non-current liabilities
Other non-current liability								117,548			-
Hotel financing, non-current								50,222,517			-
Notes payable, net of discounts								11,768,735			-
Notes payable, net of current portion		1,288,887			263,300			767,129			1,288,887
Total non-current liabilities		1,288,887			263,300			62,875,929			1,288,887
Total liabilities		3,170,920			3,292,506			77,901,449			3,170,920

Commitments and contingencies - Note 7		-			-
Commitments and contingencies - Note 8								-			-

Stockholders’ equity (deficit)
Preferred stock - 0 par value, 5,000,000 shares authorized, 51 and 0 shares issued and outstanding at December 31, 2021 and 2020, respectively		-			-
Common stock - 0 par value, 600,000,000 shares authorized, 358,070,905 and 51,487,764 shares issued, issuable, and outstanding at December 31, 2021 and 2020, respectively		30,362,949			3,091,136
Members’ deficit		-			(1,981,343	)
Additional paid in capital		-			(1,270,366	)
Stockholders’ equity
Preferred stock - no par value, 5,000,000 shares authorized, 51 and 51 shares issued and outstanding at December 31, 2022 and 2021, respectively								-			-
Common stock - no par value, 600,000,000 shares authorized, 492,239,343 and 358,070,905 shares issued, issuable, and outstanding at December 31, 2022 and 2021, respectively								34,659,879			30,362,949
Accumulated deficit		(2,917,881	)		(2,144,876	)		(11,543,705	)		(2,917,881	)
Total stockholders’ equity (deficit)		27,445,068			(2,305,449	)
Non-controlling members’ deficit		-			(44,454	)
Total liabilities and stockholders’ equity (deficit)	$	30,615,988		$	942,603
Total stockholders’ equity								23,116,174			27,445,068
Total liabilities and stockholders’ equity							$	101,017,623		$	30,615,988

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

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

Altitude International Holdings, Inc. (f/k/a Altitude International, Inc., or “Altitude-NY,” now referred to as the “Company,” “we,” “us,” “our,” or ~~“Altitude-NY”~~“Altitude”), was incorporated in the State of New York on July 13, 1994 as “Titan Computer Services, Inc.” On August 21, 2020, the Company filed with the State of New York to change ~~the~~its name from Altitude International, Inc. to Altitude International Holdings, Inc.

On June 27, 2017, the Company successfully closed a Share Exchange transaction (the “Share Exchange”) with the shareholders of Altitude International, Inc. (“~~Altitude”~~Altitude International”), a Wisconsin corporation. Altitude International was incorporated on May 18, 2017, under the laws of the state of Wisconsin and has been operating as a wholly owned subsidiary of ~~Altitude-NY~~Altitude since the Share Exchange. Altitude International operates through Northern, Central, and South America sales to execute the current business plan of athletic training industry, specifically altitude training. Our objective is to be recognized as one of the upper tier specialty altitude training equipment providers in the Americas.

On April 24, 2020, the Company formed a wholly owned subsidiary in Wisconsin called “Altitude Sports Management Corp.,” which has no activity to date.

On July 6, 2021, Altitude ~~International Holdings, Inc. (“Altitude” or the “Company”)~~ entered into a Share Exchange Agreement (the “Agreement”) with Breunich ~~Holdings,~~Holding, Inc., a Delaware entity (“BHI”). BHI is a holding company with seven operating LLCs, including CMA Soccer, LLC, ITA-USA Enterprise LLC, Trident Water LLC, North Miami Beach Academy LLC, NVL Volleyball Academy LLC, Six Log Cleaning and Sanitizing LLC, and Altitude Wellness LLC.

~~Pursuant to the terms of the Agreement, the Company agreed to issue~~ ~~295,986,724~~ ~~shares of its common stock to the shareholders of BHI in exchange for~~ ~~100% ownership of BHI. The Company also agreed to issue~~ 51 ~~shares of its Series A preferred stock to Gregory Breunich as part of the agreement.~~

~~Following the Agreement, BHI will be a wholly owned subsidiary of the Company, with each of its subsidiaries operating as wholly owned subsidiaries.~~

~~At the Closing of the Share Exchange Agreement on July 23, 2021, Altitude acquired~~ ~~100~~% ownership of BHI. as a wholly owned subsidiary and its operating companies: CMA Soccer, LLC, ITA-USA Enterprise LLC, Trident Water LLC, North Miami Beach Academy LLC, NVL Volleyball Academy LLC, Six Log Cleaning and Sanitizing LLC, and Altitude Wellness LLC. Certain subsidiaries have filed for dba’s to reflect the new corporate structure and the Altitude brand. For financial reporting purposes, the acquisition of BHI and the change of control in connection with the acquisition represented a “reverse merger” and BHI is deemed to be the accounting acquirer in the transaction. BHI is the acquirer for financial reporting purposes, and the Company ~~(Altitude International Holdings, Inc.)~~(Altitude) is the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the acquisition are those of BHI. ~~See Note 3.~~

Pursuant to the terms of the Agreement, the Company agreed to issue 295,986,724 shares of its common stock to the shareholders of BHI in exchange for 100% ownership of BHI. The Company also agreed to issue 51 shares of its Series A preferred stock to Gregory Breunich, CEO and primary owner of BHI, as part of the agreement.

Following the closing of the Agreement, BHI is a wholly owned subsidiary of the Company, with each of its subsidiaries operating as wholly owned subsidiaries. The Company is a holding company comprised of multiple scalable related revenue streams that together create a vertically integrated high-performance sports, education, and technology group. Our mission is to redefine and revolutionize athletic preparation and training.

On ~~November 5, 2021,~~July 26, 2022, the Company formed Altitude ~~Online Learning~~Hospitality LLC which was formed for the operations of the hotel resort acquired on September 2, 2022. The membership interests of this business were assigned on March 6, 2023, as described below and are no longer part of the Company’s operations.

Effective as of December 31, 2022, the Company closed Six Log Cleaning & Sanitizing LLC.

On March 6, 2023, the Company assigned the membership interests of Altitude Hospitality to FVP Servicing, LLC’s designee (“FVP Servicing”) (see Note 14).

In 2022, we operated through the following wholly owned subsidiaries: BHI, Altitude International, Inc., a Wisconsin corporation (“Altitude Chambers”), Altitude Hospitality LLC (“Altitude Hospitality”), Florida limited liability company, Rush Education LLC (“Rush Education”), a Florida limited liability company, Altitude Sports Management Corp., a Wisconsin corporation (“Altitude Sports Management Corp.”), ITA-USA Enterprise, LLC, a Florida limited liability ~~company. As of December 31, 2021, this entity had no activity.~~company (“Altitude Academies”), CMA Soccer, LLC, a Florida limited liability company (“CMAS”), Trident Water, LLC, a Florida limited liability company (“Altitude Water”), Altitude Wellness, LLC, a Florida limited liability company (“Altitude Wellness”), NVL Academy, LLC, a Florida limited liability company (“Altitude Volleyball”), North Miami Beach Academy LLC, a Florida limited liability company (“NMBA”), and Altitude Online, LLC, a Florida limited liability company (“Altitude Online”). On March 6, 2023, Altitude Hospitality was assigned to FVP Servicing (see Note 14).

Altitude ~~International Holdings, Inc.~~ is a ~~multi-faceted organization~~holding company focused on ~~integrating advanced~~a people-first, global wellness group through its operating subsidiaries which are comprised of multiple scalable related revenue streams that together create a vertically integrated high-performance sports, education, and technology group. Our mission is to redefine and revolutionize athletic preparation and training while providing relief, opportunity, and wellness to those that need it the most.

Our sports and education properties comprise what is currently known as Altitude Academies. Our wholly owned subsidiary, Altitude International, Inc. manufactures a variety of world-class hypoxic training chambers, which enables competitive athletes of all kinds to train in a simulated high-altitude environment. This controlled oxygen-deficient environment coupled with specific training protocols achieves numerous scientifically proven benefits in athletic development. Altitude recently has launched its high-performance wellness center, Altitude Wellness, LLC, to serve as the reoccurring revenue model for Altitude’s chamber technology. Altitude Water manufactures several types of Atmospheric Water Generators (“AWG”) ranging from small residential and light commercial to heavy-duty military-grade machines designed for larger-scale uses. Altitude Water’s next-generation air-to-water machines and our proprietary “EnviroGuard™” purification system controlled by our proprietary software produce some of the purest and finest drinking water in the world. Altitude Water’s drinking water is highly oxygenated, ideally suited for athlete hydration ~~technology with specialized sports training.~~amid competitive performance.

~~Since 2017,~~Altitude’s growth initiatives include scaling the existing tuition categories, adding new ones in sports, arts, and sciences in the coming years, pursuing a consolidation strategy within the soccer club system in the United States, and exponentially growing our accredited academic model. The management team of Altitude ~~has specialized~~is well versed in ~~creating properly engineered, membrane-based designs for simulated altitude training equipment. The product line ranges from personal at home use machines~~developing an ecosystem where the business sectors drive network and growth impact between one another, providing increased earnings and value to ~~fully integrated environmental rooms and chambers and has been used at a university and an NFL team. An NBA team has placed an order.~~

The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America and has a year-end of December 31.

The consolidated financial statements include the accounts of the Company and its wholly owned ~~subsidiary, Altitude.~~subsidiaries. All significant intercompany balances and transactions have been eliminated in the consolidation. The consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles (“GAAP”) and stated in United States dollars, have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission.

ITA-USA Enterprise LLC, doing business as Club Med Academies and as Altitude Academies, specializes in training and education of young aspiring student-athletes from around the world, providing a pathway from middle school to college to the professional ranks. The Company has no direct relationship with Club Med. ITA’s proprietary educational model currently focuses on sports and academics. The business model is scalable to other disciplines, i.e., the arts and science sectors. It is a tuition-based business hosting boarding and non-boarding students.

CMA Soccer LLC, doing business as Altitude Soccer, the soccer division of Club Med Academies, hosts student-athletes from multiple nations worldwide like all other Club Med Academy sports. CMAS utilizes highly specialized training methodologies blending all of the critical elements required to build an elite-level player. Those who attend participate in a 10 hour per day regimen of soccer and academics. CMAS is a college and professional bound program placing its graduates in colleges throughout the United States and even some in the professional ranks throughout Europe, South America, and the USA. Rush Soccer is a nationally competitive youth soccer club network that administers boys’ and girls’ teams internationally with proprietary training methodology, documentation, and materials, technologies and platforms, and a database of individuals.

NVL Academy LLC, doing business as Altitude Volleyball, is the beach volleyball and indoor volleyball tuition-based ~~operations.~~operation. Most of the athletes, except for a few individuals, come from the USA. For the most part, Volleyball in the United States is a women’s sport. NVL operates and functions like all other academy sports.

Trident Water LLC manufactures Atmospheric Water Generators (“AWG’s”). They range from smaller residential, light commercial, and heavy-duty military-grade machines. The machines supply 12, 100, to 200 gallons per day. Trident’s patented purification process produces what management believes is the purest of water that is then put through filters replenishing the calcium and magnesium minerals to make the finest drinking water on the market today.

North Miami Beach Academy LLC, a local park operation with the City of North Miami Beach, provides junior, adult, and family programming for the city residents. In addition to the local park deliverables, NMBA operates a non-boarding tennis and academic academy.

~~Six Log Cleaning & Sanitizing, LLC~~ provides a wide variety of services to its corporate customers, including but not limited to: general office cleaning, carpet cleaning, window cleaning, and other janitorial protocols. Fogging to prevent and protect against exposure to various bacteria, fungi, and viruses is another Six Log offering. The operation has an additional location at the Florida International University on the Bay Biscayne campus.

Altitude International, Inc. manufactures air separation systems and chambers to regulate oxygen, carbon dioxide, humidity, and temperature levels in Altitude’s hypoxic chamber training environments. Altitude’s chambers simulate altitudes from 0-39,000 feet, ideal for athletic training. Altitude’s chambers are currently utilized by the National Football League (“NFL,” the Miami Dolphins) and one university (Tulane University) sports teams to train and develop their athletes. An Altitude chamber ~~will be~~was installed in 2022 for a National Basketball Association (“NBA,” Orlando Magic) ~~shortly.~~.

Altitude Wellness LLC ~~focuses on helping~~ is our ~~members reach their individual health goals by~~high-performance wellness reoccurring revenue model designed to augment Altitude Chamber sales offering various experiences that enhance ~~the way you look~~your overall fitness and ~~feel.~~well-being. Multiple modalities ranging from altitude chambers, cryo chambers, ozone ~~chamber, red light therapy,~~chambers, IV therapy, infrared sauna, and ~~neuro feedback~~neurofeedback are just a few of the treatments that will be available. The Altitude Wellness Experience will be a combination of a hundred little things that make each member feel special. ~~From warm and chilled eucalyptus towels when you arrive to fresh juices and healthy snacks, all is vital to the experience.~~ The highly trained staff will include nurses, dietitians, trainers, therapists, and health specialists. Each will know the patient by name and be familiar with their profile, which will be completed on the app and available to the Experience Specialists upon each check-in. As of December 31, ~~2021,~~2022, Altitude Wellness is not operating.

Altitude Online Learning LLC was ~~recently~~ established in 2021 to support and address the global demand infor distance learning. This is a natural extension toof our existing brick-and-mortar academic operations. Through our ~~corporation system status,~~Cognia™Performance Accreditation by the Cognia Global Commission, Altitude Online Learning is fully accredited. The economics of an online distance school presents a significant potential opportunity. Now students from around the world will have the opportunity to earn an American diploma in their home countries while attending Altitude Online Learning.

Altitude Sports Management Corp. has not been defined for its use as of December 31, ~~2021.~~

~~All intercompany accounts~~Altitude Hospitality LLC was established in 2022 to be the operations for the hotel resort acquired on September 2, 2022. On March 6, 2023, Altitude Hospitality was assigned to FVP Servicing (see Note 14) as part of a Settlement Agreement.

Rush Education LLC was established in 2022 to house all of Rush’s club operations and ~~transactions are eliminated~~to bring the Altitude Academies training and education model to the network of Rush Soccer clubs delivering sport and academic training throughout the day. The Altitude Rush relationship was developed to fulfil Altitude’s initiative to consolidating soccer clubs in ~~consolidation.~~the United States. The business brings academics together with elite soccer training, creating a comprehensive high-performance environment for all of its students. Blended learning gives student-athletes the opportunity to focus on their sport and education in a block-style schedule that provides greater opportunity to achieve their best. This concept has been in practice for 35 years and can be credited for the college placement of thousands of student-athletes, on athletic and academic scholarships, to every type of high-level form of education available – NCAA: DI, II, and III, NAIA, Junior College, etc. Rush Education is different from most schools. because of its custom individualized approach to blending soccer and academic training on a daily basis at the club.

We have incurred recurring losses since inception and expect to continue to incur losses as a result of legal and professional fees and our corporate general and administrative expenses. On December 31, ~~2021,~~2022, we had $~~423,165~~ 1,596,138in cash. Our net ~~losses~~loss incurred for the year ended December 31, ~~2021 were~~2022 was $~~1,841,617~~8,625,824 and the working capital deficit was $~~1,117,979~~ 11,551,443at on December 31, ~~2021.~~2022. As a result, there is substantial doubt about our ability to continue as a going concern. In the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition and long-term prospects. The Company expects to seek to obtain additional funding through increased revenues and future financings. There can be no assurance as to the availability or terms upon which such financing and capital might be available. The ~~accompany~~accompanying financial statements have been prepared assuming that the Company will continues as a going concern.

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash is comprised of cash balances. Cash is held at major financial institutions and is subject to credit risk to the extent that those balances exceed applicable Federal Deposit Insurance Corporation (“FDIC”) insurance amounts of $250,000. From time to time, the Company has certain cash balances, including restricted cash, that may exceed insured limits. The Company ~~had material balances in excess of~~utilizes large banking institutions that are reputable therefore mitigating the ~~insured limits as of December 31, 2021, and 2020 of approximately $173,000~~ ~~and $~~0~~, respectively.~~risks.

The following table provides a reconciliation of cash and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows:

~~Accounts receivable for tuition is recorded by the Company.~~ As of December 31, 2022, and 2021, ~~and 2020,~~ the net accounts receivable balances were $~~91,520~~ 738,255and $~~269,962~~91,520, net of allowances. There were allowances for doubtful accounts of $~~205,455~~ 536,191and $0 205,455at on December 31, ~~2021~~2022, and ~~2020,~~2021, respectively. The credit terms provided are as follows:

Bad debt expense is determined based on the aging of accounts receivable and subsequent collections. Typically, receivables aged 60 days, or more isare reviewed for determination. Receivables over 90 days, unless payment terms with some payments made to date, are reserved as additional allowance for doubtful accounts.

Deferred offering costs as of December 31, 2022, is $197,500. These costs relate to the Company’s capital raise and Form S-1 as filed and are for legal and professional fee expenses. Upon completion of the financing, these costs will be capitalized accordingly.

Fixed assets are stated at cost, net of accumulated depreciation. Expenditures that extend the life, increase the capacity, or improve the efficiency of property and equipment are capitalized, while expenditures for repairs and maintenance are expensed as incurred. Depreciation is recognized using the straight-line method over the following approximate useful lives:

In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) as codified in Accounting Standards Codification (“ASC”) No. 842 (“ASC 842”). ASU 2016-02, ASC 842, and additional issued guidance are intended to improve financial reporting of leasing transactions by requiring organizations that lease assets to recognize assets and liabilities for the rights and obligations created by leases that extend more than twelve months. As a result of the adoption of the new lease accounting guidance using the effective date transition method, on January 1, 2019, the Company did not have any lease obligations that extended more than twelve months except for two warehouse leases for Trident Water, which were thirteen months.

We include options to extend or terminate the lease in the lease term for accounting considerations, when it is reasonably certain that we will exercise that option. Our leases have remaining lease terms of less than 1 year. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We do not recognize leases with an initial term of twelve months or less on the balance sheet and instead recognize the related lease payments as expense in the consolidated statements of income on a straight-line basis over the lease term. We account for lease and non-lease components as a single lease component for all asset classes. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The inventory is comprised of Atmospheric Water Generators (“AWG’s”) at Trident, ~~and~~ chamber related parts at Altitude International, food and ~~are~~beverages at Altitude Hospitality, and golf pro shop retail items at ITA, and is valued at the lower of cost or market. As of December 31, ~~2021,~~2022, and ~~2020,~~2021, the inventory was valued at $~~161,235~~364,025 and $~~50,536~~161,235, respectively.

The Company’s long-lived assets and other assets (consisting of property and equipment) are reviewed for impairment in accordance with the guidance of the ~~FASB ASC~~Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360-10, Property, Plant, and ~~Equipment.~~Equipment. Long lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Our sales are generated from ~~three~~seven revenue streams: 1) contracts with customers for the design, development, manufacture, and installation of simulated altitude athletic equipment, 2) sports training and academic tuition, 3) hosting events, 4) membership fees, 5) uniform sales, 6) sale of atmospheric water generators, and ~~3) water filtration systems.~~7) revenues for hotel reservations. For the simulated athletic equipment and the water filtration systems, we provide our products under fixed-price contracts. Under fixed-price contracts, we agree to perform the specified work for a pre-determined price. To the extent our actual costs vary from the estimates upon which the price was negotiated, we will generate more or less profit or could incur a loss.

We determine the transaction price for each contract based on the consideration we expect to receive for the products or services being provided under the contract.

In regard to the simulated altitude athletic equipment and the atmospheric water ~~filtration systems,~~generators (“AWG”), we recognize revenue as performance obligations are satisfied and the customer obtains control of the products and services. In determining when performance obligations are satisfied, we consider factors such as contract terms, payment terms and whether there is an alternative future use of the product or service. Substantially all of our revenue is recognized over time as we perform under the contract because if our customer were to terminate the contract for reasons other than our non-performance, we would have the right to recover damages which would include, among other potential damages, the right to payment for our work performed to date plus a reasonable profit to deliver products or services that do not have an alternative use to us.

In regard to the revenue associated with Rush Soccer, the revenue related to events is recognized at the time of the event. The revenue associated with uniforms is recognized at the time of delivery. Membership fees are recognized at the beginning of the membership period.

In regard to the simulated athletic equipment and the atmospheric water generators, the revenue is recognized upon delivery and/or installation, specific to the customer.

In regard to the hotel resort, the revenue is recognized daily during the stay of the hotel guest for all services including, but not limited to, spa services and green fees for golf course.

Our payment terms generally require a substantial initial deposit to confirm a reservation and tuition for the school year or training period. Historically, our deferred revenue balances are comprised solely of customer deposit balances and changes from period to period due to the seasonal nature of billings and cash collections, the ~~amount~~number of students in each program and the recognition of revenue. A deposit made to the Company for tuition is contractually non-refundable. As of December 31, ~~2021,~~2022, and ~~2020,~~2021, deferred revenue amounted to $~~1,388,126~~2,970,363 and $~~1,378,502~~1,388,126, respectively.

The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic ~~718.~~718, Compensation – Stock Compensation, and Certain Redeemable Financial Instruments. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method.

Non-controlling interest represents third-party ownership in the net assets and partnership interests in all of our consolidated subsidiaries. For financial reporting purposes, the assets and liabilities of our majority-owned subsidiary consolidated with those of the Company’s wholly owned subsidiaries, with any third-party investor’s interest shown as non-controlling interest.

~~For the year ended December 31, 2020, the Company had $20,011~~ related to non-controlling interest. In January 2021, BHI was formed and became the parent company of ITA, where the non-controlling interest parties were. BHI issued the non-controlling interest parties stock in BHI which was exchanged for common stock of ALTD at the time of the transaction between BHI and ALTD. The common stock of ALTD given to the former non-controlling interest parties was from the stock issued to BHI in the transaction.

The book values of cash, accounts receivable, and accounts payable approximate their respective fair values due to the short-term nature of these instruments. The fair value hierarchy under GAAP distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs).

Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter.

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by ~~Financial Accounting Standards,~~FASB, ASC Topic 260, ~~“Earnings~~Earnings per ~~Share.”~~Share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. The Company does not have any dilutive shares of common stock as of December 31, ~~2021,~~2022, or ~~2020.~~2021.

The Company accounts for income taxes in accordance with FASB ASC 740, ~~“Income Taxes.”~~Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled.

The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of December 31, ~~2021.~~2022. Interest and penalties in any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the year ended December 31, ~~2021.~~

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.2022.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

~~Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.~~

The Company accounts for intangible assets in accordance with the authoritative guidance issued by the FASB. Intangibles are valued at their fair value and are amortized taking into account the character of the acquired intangible asset and the expected period of benefit. The Company evaluates intangible assets for impairment, at a minimum, on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated undiscounted future cash flows. Recoverability of intangible assets is measured by comparing their net book value to the related projected undiscounted cash flows from these assets, considering a number of factors, including past operating results, budgets, economic projections, market trends, and product development cycles. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired, and a second test is performed to measure the amount of impairment loss. The Company tests its goodwill using a market-based approach to determine the estimated fair value of the reporting unit as to which the goodwill has been allocated. As of December 31, ~~2021,~~2022, based on the assessment of Management, the Company determined that goodwill associated with the share exchange in which the Company acquired BHI ~~amounting~~amounted to $29,493,398. The Company will evaluate goodwill annually for any impairment. The Company also determined that the acquisition of Soccer Partners (see Note 3) was at a bargain purchase of $234,166. The Company will have an independent valuation of the acquisition to determine any change in the estimated amount recorded.

In August 2020, the FASB issued ~~ASU~~Accounting Standards Update (“ASU”) 2020-06, Debt with Conversion and Other Options, which simplifies accounting for convertible instruments. The new guidance eliminates two of the three models in ASC 470-20,Debt, that require separating embedded conversion features from convertible instruments. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation. The guidance is effective for fiscal ~~years beginning after December 15, 2021. The Company is currently evaluating~~year 2022. There was no impact to the ~~impact of ASU 2020-06 on its~~Company’s consolidated financial statements.

Recently Issued Accounting Standards: Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

On ~~July 6, 2021,~~March 7, 2022, Altitude International Holdings, Inc. ~~(“Altitude”)~~and CMA Soccer LLC entered into a ~~Share Exchange~~Consulting, Management and License Agreement ~~(the “Agreement”)~~ with ~~BHI,~~Soccer Partners America (“Soccer Partners”), a ~~Delaware entity. The Agreement closed on July 23, 2021. BHI is~~Colorado not for profit corporation. Soccer Partners, under the brand name of Rush Soccer, has developed the largest known network of affiliated independent youth soccer clubs and with CMA Soccer, will establish a ~~holding company with seven operating LLCs, including CMAS, ITA, Trident, NMBA, NVL, Six Log,~~Rush residential academy program and ~~Altitude Wellness. These entities have since been rebranded with “Altitude”-specific names.~~

~~Pursuant to the terms~~a men’s professional soccer team. As part of the ~~Agreement,~~agreement, certain members of the ~~Company issued~~management of Soccer Partners were granted a combined total of ~~295,986,724~~10,000,000 shares of ~~its~~ common stock toof the ~~shareholders of BHI in exchange~~Company and employment agreements for ~~100% ownership of BHI (the “Share Compensation”).~~five individuals. The Company’s common stock is not historically traded at a significant volume which has caused significant fluctuations in the price per share. For the initial valuation, the stock was valued at $~~0.331~~ 0.0556per share per the closing price on ~~July 22, 2021,~~March 4, 2022, or $~~97,971,606~~560,000. The Company ~~performed~~also pays consideration of $20,000 per year for a period of 20 years, or $400,000, to Soccer Partners. The Company had an independent valuation of the ~~BHI acquisition,~~transaction and ~~the value was determined to be $29,493,398 based on~~ the fair value of ~~BHI at~~the assets and liabilities acquired. It was determined that the acquisition ~~date~~resulted in a bargain purchase of $234,166. ~~The goodwill is attributable to common synergies, the workforce.~~

~~Gregory Breunich, a primary owner and CEO of BHI, was appointed as CEO, CFO and Director of the Company in January 2021 as the two companies worked to finalize the Agreement.~~

The following table summarizes the consideration given for Altitude and the provisional fair values of the assets and liabilities assumed at the acquisition date.

~~For~~The following unaudited pro-forma data summarizes the result of operations for the years ended December 31, 2022, and 2021, as if the acquisition Rush Soccer had been completed on January 1, 2021. The pro-forma financial ~~reporting~~information is presented for informational purposes only and is not indicative of the ~~Share Exchange represented a “reverse merger” and BHI was deemed to be~~results of operations that would have been achieved if the ~~accounting acquirer in the transaction. The Share Exchange has been accounted for as a reverse-merger.~~acquisition had taken place on January 1, 2021.

Breunich Holdings, Inc. is deemed to be the acquirer for financial reporting purposes, and Altitude International Holdings, Inc. is treated as the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the Share Exchange are those of BHI and are recorded at the historical cost basis of BHI, and the financial statements after completion of the Share Exchange will include the assets and liabilities of ALTD and BHI, and the historical operations of BHI and ALTD from the acquisition date forward.SCHEDULE OF PRO-FORMA FINANCIAL INFORMATION

~~The information below represents the revenues and earnings of the combined entities as if the business combination had occurred on January 1, 2020:~~

~~The amount of revenues and net loss in the consolidated Statement of Operations attributable to the acquired entity for the year ended December 31, 2021 is $~~0 ~~and $914,059, respectively.~~

The Company has fixed assets related to computer and equipment, furniture and fixtures, leasehold improvements, operating / shop equipment, and transportation equipment. The depreciation of the equipment is over a three-year period. As of December 31, ~~2021,~~2022, and ~~December 31, 2020,~~2021, the Company had fixed assets, net of accumulated depreciation, of $~~71,036~~ 30,812,040and $~~286,099~~71,036, respectively. The fixed assets are as follows:

Depreciation for the years ended December 31, ~~2021,~~2022, and ~~2020~~2021 was $~~217,030~~ 291,653and $~~51,189~~229,530, ~~respectively~~respectively.

NOTE 5 – RESERVES, LEASE AGREEMENT, PURCHASE OPTION FOR ACQUISITION AND SETTLEMENT AGREEMENT

On April 27, 2022, the Company entered into that certain Purchase and Sale Agreement (the “Property PSA”) for the purchase by the Company of the 216-acre, 335-room, Port St. Lucie, Florida property formerly operated under the name “Club Med Sandpiper Bay” (the “Property”) from Sandpiper Resort Properties, Inc. and Holiday Village of Sandpiper, Inc. (collectively, “Sandpiper”). Pursuant to the terms of the Property PSA the Company was allowed to assign its rights under the Property PSA.

Through the agreements described below, Altitude Hospitality operates the resort as “Sandpiper Bay Resort” under the “Trademark Collection® by Wyndham”.

The September Loan contains customary representations, warranties, covenants, indemnification, and other terms for transactions of a similar nature.

Under the terms of the Settlement Agreement, the Company agreed to assign 100% of the membership interests of Altitude Hospitality to FVP’s designee.

The New Loan Agreement contains customary representations, warranties, covenants, indemnification, and other terms for transactions of a similar nature.

Upon the execution of the Settlement Agreement and the New Loan Agreement, FVP issued a payoff letter to the Company regarding the payment in full of the September Loan Agreement.

Our sports academies, which we have operated on the Property for thirteen years, continue to operate.

The Company recognized the transaction as a finance lease in accordance with ASC 820, Fair Value Measurement and treated as a sales leaseback. The various components of the lease were accounted for as follows:

With the execution of the various agreements, the Company was required to have various reserve accounts as follows:

The reserve accounts are maintained by STORE and Feenix, as applicable. These accounts are reflected on the balance sheet as “Cash, restricted.”

Concurrently with the assignment of the Property Purchase Agreement and the ultimate purchase of the Property by STORE, Altitude Hospitality entered into a Lease Agreement (the “Lease”) with STORE for Altitude Hospitality’s lease and use of the Property through September 30, 2042, with five-year extension options through 2062. The base annual rental under the Lease is $4,400,000, subject to certain adjustments, and the security deposit required is $6,600,000. Additionally, Altitude Hospitality is required to establish a Capital Replacement Reserve Account into which Altitude Hospitality will deposit monthly an amount between 2-4% of the gross revenue of the Property for the preceding month. If no event of default is occurring under the Lease, then Altitude Hospitality shall have the right to withdraw certain Approved Expenditures (as defined therein) from the Capital Replacement Reserve Account (as defined therein) to be used to pay for the cost of furniture, fixtures and equipment for the Property or other real property improvements to the Property, subject to certain requirements of STORE.

The future lease payments, assuming the purchase option is not exercised, is as follows:

Hotel and Land – The $55,000,000 cost was recorded at fair value as $28,200,000 being allocated to land and $26,200,000 for the buildings and improvements being allocated to fixed assets. The various costs associated with the acquisition (i.e., legal fees, finance fees) were capitalized. The hotel will be depreciated over 39 years.

The Construction Reserve, STORE Reserve and the Interest Reserve were recorded on the balance sheet as restricted cash.

The Company has goodwill related to the acquisition of Altitude International Holdings, Inc. As of December 31, ~~2021,~~2022, and ~~December 31, 2020,~~2021, the Company had goodwill of $29,493,398and $029,493,398, respectively.

The Company has intangible assets related to the license agreement for $257,500 between Altitude International, Inc. and Sporting Edge. The Company is amortizing this intangible asset over a period of ten years. The Company has a license agreement in conjunction with the acquisition of Rush Soccer valued at $137,549 which is amortized over a period of twenty years. As of December 31, ~~2021,~~2022, and ~~2020,~~2021, the intangible assets were $~~287,500~~395,049 and $0287,500, respectively. For the years ended December 31, ~~2021,~~2022, and ~~2020,~~2021, the Company recorded amortization expense for intangible assets of $~~12,500~~30,000 and $012,500, respectively. ~~The amortization for 2021 was for five months.~~

The future amortization of ~~Intangible Assets, Future Amortization Expense~~the license agreement for $137,549 is as follows:

~~On March 2, 2018, Frost, then a director, loaned the Company $40,000~~ ~~in the form of a unsecured promissory note. The note bears interest of~~ ~~20%~~ ~~and has the term of~~ ~~one year, at which time all principal and interest will be paid in a balloon payment. In February 2021, the Company paid this note, which was in default, and accrued interest.~~

~~On August 10, 2018, Frost, a director, loaned the Company $13,000~~ ~~in the form of a unsecured promissory note. The note bears interest of~~ ~~20%~~ ~~and has the term of~~ ~~six months, at which time all principal and interest will be paid in a balloon payment. In February 2021, the Company paid this note, which was in default, and accrued interest.~~

~~On November 5, 2018, Frost, a director, loaned the Company $500~~ ~~in the form of a unsecured promissory note. The note bears interest of~~ 8% ~~and has the term of~~ ~~six months, at which time all principal and interest will be paid in a balloon payment. In February 2021, the Company paid this note, which was in default, and accrued interest.~~

~~On April 9, 2020, Kanuth, an officer and director, loaned the Company $1,500~~ ~~in the form of a unsecured promissory note. The note bears interest of~~ 8% ~~and has the term of~~ ~~one year, at which time all principal and interest will be paid in a balloon payment. On April 30, 2021, the principal and interest were paid in full.~~

~~On April 15, 2020, Kanuth, an officer and director, loaned the Company $4,200~~ ~~in the form of a unsecured promissory note. The note bears interest of~~ 8% ~~and has the term of~~ ~~one year, at which time all principal and interest will be paid in a balloon payment. On April 30, 2021, the principal and interest were paid in full.~~

On May 5, 2020, the Company received $20,800 in the form of a loan through the CARES Act Paycheck Protection Program. The balance aton December 31, 2022, and 2021 was $~~20,800~~.

~~On January 11, 2019, ITA entered into a Revolving Loan Commitment (the “Credit Agreement”) with Feenix Payment Systems (“Feenix”), which provided for total borrowings of up to $200,000. During 2020, ITA-USA Enterprise converted the credit agreement into a Term Loan Commitment (the “Loan Note”) in the amount of $200,000. The Loan Note bears interest at a rate of~~ ~~12%~~ ~~per year. Loan payments are interest only with the principal balance due at the maturity date. As of December 31, 2021, and 2020, the balances of loan notes payable were~~ $0 and $~~200,000~~20,800, respectively. The ~~loan note matured~~forgiveness was recorded in 2022 as gain on ~~January 15, 2021. On January 15, 2021, the Company converted the loan to a~~ 24~~-month term loan. The balance on this note payable was paid on June 20, 2021.~~forgiveness.

On January 11, 2019, ITA entered into a Term Loan Commitment (the “Loan Note”) with Feenix, which provides for a loan of $300,000. The loan note has a three-year term and bears interest at a rate of ~~8.5%~~ 8.5% per annum. The loan note may be prepaid at any time prior to maturity with no prepayment penalties. As of December 31, 2021, ~~and 2020,~~ the ~~balances~~balance of the loan note payable ~~were~~was $91,758~~and $169,208, respectively.~~. This note was paid in full on January 3, 2022. ~~The Loan Note had certain covenants regarding financial reporting and new loans which Feenix has provided waivers in regard to those requirements.~~

On October 31, 2011, ITA entered into a Promissory Loan (the “Loan Note”) with Grand Slam Partners (“Grand Slam”), which provides for a loan of $735,714. Beginning on December 31, 2012, and on or before December 31^st thereafter until the loan note is paid in full, ITA shall pay an annual lump sum payment at the conclusion of each calendar year equal to the greater of ~~25%~~ 25% of net profits of the corresponding calendar year or $30,000(“ (“Scheduled Annual Payment”). The Loan Note may be prepaid at any time prior to maturity with no prepayment penalties. As of December 30, ~~2021,~~2022, and ~~2020,~~2021, the balances of the loan note payable were $~~434,560~~ 404,559and $~~464,560~~434,560, respectively.

On May 27, 2020, and August 25, 2020, ITA and NVL received unsecured loans from the Small Business Administration (“SBA”) of $149,900 and $113,400, respectively. These 2020 SBA loans bear interest at 3.75% per annum and are payable over 30 years with all payments of principal and interest deferred for the first twelve months. Substantially all of the assets of the Company are pledged as security for this loan. The ~~balance at~~balances on December 31, 2022, and 2021, iswas $149,169 and $~~113,400~~149,169, ~~respectively.~~respectively, for both periods. These notes are secured by substantially all assets of ITA and NVL.

~~On March 29, 2018, CMA entered into an unsecured Loan Commitment (“Loan Note”) with Amigh, LLC, which provided for a loan of $80,000. The loan has a~~ ~~three-year~~ ~~term and bears~~ 0 ~~interest. The balance was satisfied in January 2021 with the issuance of shares of ALTD which were issued to BHI in the July 23, 2021 transaction.~~

On December 20, 2021, Trident Water and Altitude International Holdings, Inc. entered into an unsecured Loan Agreement with FVP Servicing, LLC for $500,000. The loan matures on December 20, 2023, and bears interest of 12%. The balance as of December 31, 2021, was $500,000. The loan is secured by the assets of Trident Water and Altitude International Holdings, Inc. and guaranteed by all entities of the Company. On February 8, 2022, the Company entered into a First Amendment to Loan Agreement for an additional incremental advance of $100,000. On April 29, 2022, the Company executed a Second Amendment to Loan Agreement with Feenix. This amendment relates to the Feenix loan dated December 20, 2021. The amendment provided the Company $2,650,000. As of December 31, 2022, and 2021, the balances were $3,250,000 and $500,000, respectively. See Note 10. At December 31, 2022, the balance was in default. On March 6, 2023, the Company entered into an agreement with FVP Servicing which settled these notes to a zero balance (see Note ~~12)~~14).

In the acquisition of Soccer America (see Note 3), the Company assumed the SBA loan dated June 15, 2020, with a balance of $100,000. The promissory note requires monthly payments of $641. The promissory note matures on June 15, 2050, and bears interest of 2.75%. The promissory note is secured by the assets of Soccer America. As of December 31, 2022, the balance was $100,000.

On September 2, 2022, Altitude International Holdings, Altitude Hospitality and Trident Water (collectively, the “Borrowers”) entered into a Loan Agreement with FVP Servicing, LLC, in its capacity as administrative agent (“FVP”), among others (the “Loan Agreement”), and ancillary documents including an Exclusivity Agreement, Revenue Share Agreement, Security Agreement, and Payment Guaranty (each as defined in the Loan Agreement) under which the Borrowers borrowed $15,000,000 with an interest rate per annum of SOFR (with a 2% floor) + thirteen percent (13%) and a maturity date of September 2, 2025(with an option to extend one additional year if certain conditions are met) (the “Loan”). As additional consideration for the Loan, FVP or its designees will receive 102,754,802 restricted shares of common stock of the Company (the “Loan Consideration Shares”). As of December 31, 2022, the balance was $15,268,698 and was in default. On March 6, 2023, the Company entered into an agreement with FVP Servicing which settled these notes to a zero balance (see Note 14).

The Company is subject, from time to time, to claims by third parties under various legal disputes. The defense of such claims, or any adverse outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition and cash flows. As

Certain conditions may exist as of ~~March 14, 2022,~~the date the financial statements are issued, which may result in a loss to the Company, ~~did not have~~but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal ~~actions pending against it.~~proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

On June 27, 2017, Altitude entered a license agreement with Sporting Edge ~~UK,~~UK. Sporting Edge UK is the sole and exclusive owner of and has the right to license to the licensee the ability to manufacture and sell rights to the full range of membrane-based systems for the production of reduced oxygen environments and associated services as well as the use of patents and trademarks held by Sporting Edge UK or Vincent.

On January 24, 2019, Altitude and Sporting Edge UK entered into a Revised Licensing Agreement that grants a license to Altitude to use Sporting Edge UK’s proprietary technology related to properly engineered, membrane-based designs for simulated altitude training equipment. The annual license fee under the revised agreement is $1.00 per year. The product line ranges from personal at home use machines to fully integrated environmental rooms and chambers. Altitude has the licensing rights to use all technology to manufacture the products and to sell them (directly or through distributors) in the following territories:

All royalty amounts due under the 2017 license agreement were waived. The Company will continue to pay for equipment per the agreement.

On October 31, 2021, Altitude Wellness LLC and 16929 Wellness Consultants Inc. (“16929 Wellness”) entered into a Management Agreement. As part of the agreement, the Company pays the management of 16929 Wellness a monthly payment of $20,000 until the earlier of six months following the date of the agreement or the day that the monthly management fee from selling franchises is greater than $~~20,000~~$20,000 per month. 16929 Wellness granted a waiver on the $20,000 payment for November 2021. The Company will pay 16929 Wellness a monthly fee of $1,250 for each franchise that uses Dr. Kenneth JH Lee as a medical director and 20% of all initial franchisee franchise fees (estimated to be $8,000 per franchise purchased. As part of the agreement, 3,000,000 shares of common stock of the Company were issued to 16929 ~~Wellness.~~Wellness.

Pursuant to the Revenue Share Agreement, Altitude Hospitality agreed to pay FVP an amount equal to twenty percent (20%) of all net operating income (the “Revenue Share”) for such calendar quarter (on a cumulative basis). The term of the Revenue Share Agreement is ten years, however the Company has an option, upon ten business days’ prior written notice, to terminate the Revenue Share Agreement upon the payment to FVP an amount equal to $2,500,000, plus the amount of all Revenue Share payments accrued through the proposed termination date. Termination is available after three years. See Note 4.

On March 6, 2023, the Company assigned Altitude Hospitality to FVP Servicing (see Note 14). At that date, the Membership Agreement was terminated.

~~On March 2, 2018, Frost, then a director, loaned~~For the ~~Company $40,000~~ ~~in the form of a promissory note. The note bears interest of~~ ~~20%~~ ~~and has the term of~~ ~~one~~ year~~, at which time all principal and interest will be paid in a balloon payment. In February 2021,~~ ended December 31, 2022, the Company paid ~~this note~~non-employee compensation to Gregory Breunich (“Breunich”), CEO and ~~accrued interest.~~

~~On August 10, 2018, Frost, a director, loaned the Company $13,000~~ ~~in the form of a promissory note. The note bears interest of~~ ~~20%~~ ~~and has the term of~~ ~~six months, at which time all principal and interest will be paid in a balloon payment. In February 2021, the Company paid this note and accrued interest.~~

~~On November 5, 2018, Frost, a director, loaned the Company $500~~ ~~in the form of a promissory note. The note bears interest of~~ 8% ~~and has the term of~~ ~~six months, at which time all principal and interest will be paid in a balloon payment. In February 2021, the Company paid this note and accrued interest.~~

~~On April 9, 2020, Kanuth, an officer and director, loaned the Company $1,500~~ ~~in the form of a promissory note. The note bears interest of~~ 8% ~~and has the term of~~ ~~one year, at which time all principal and interest will be paid in a balloon payment. On April 30, 2021, the principal and interest were paid in full.~~

~~On April 15, 2020, Kanuth, an officer and director, loaned the Company $4,200~~ ~~in the form of a promissory note. The note bears interest of~~ 8% ~~and has the term of~~ ~~one year, at which time all principal and interest will be paid in a balloon payment. On April 30, 2021, the principal and interest were paid in full.~~

~~On March 9, 2021, Frost converted $90,708~~ ~~of payable due to him in exchange for~~ ~~181,417~~ shares of common stock of the Company. The issuance was made in reliance on the exemption from registration provided by Sections 3(a)(9) and 4(a)(2) of the Securities Act as the common stock was issued in exchange for debt securities of the Company held by the Investor, there was no additional consideration for the exchange, there was no remuneration for the solicitation of the exchange, there was no general solicitation, and the transactions did not involve a public offering.

~~On April 30, 2021, the Company paid Robert Kanuth $20,000~~ ~~as a settlement for all liabilities owed to him which totalled $20,395. See Note 4.~~

~~In 2021, the Company compensated Gregory Breunich~~Chairman, and Gabriel Jaramillo (“Jaramillo”), Executive Vice President, and Director, collectively $~~360,000~~310,000, which was paid to their company, Trans World Performance ~~LLC.~~LLC, and individually paid Breunich and Jaramillo $67,520 and $4,729, respectively.

On October 24, 2022, the Company executed Employment Agreements with Breunich, Del Mastro and Jaramillo. Breunich will receive $300,000 annually, of which $60,000 is deferred for one year. Del Mastro and Jaramillo each will receive $250,000 annually, of which $50,000 is deferred for one year. Additionally, there are incentives included in the agreements. Additionally, the Employment Agreements include performance bonuses.

On February 5, 2015, the Board of Directors of the Company authorized 5,000,000 shares of preferred stock with 0no par value. Each share of the preferred stock is entitled to one vote and is convertible into one share of common stock.

On July 21, 2021, the Company filed a Certificate of Designation for Series A Preferred Stock. The Series A Preferred Stock shares vote together with the common stock and ~~has~~have voting rights equal to 0.019607 multiplied by the total issued and outstanding shares of common stock eligible (the “Numerator”) to vote at the time of the respective vote divided by 0.49 minus the Numerator. As of December 31, ~~2021,~~2022, with 492,239,343~~358,070,905~~ shares of common stock outstanding, the 51 shares of Series A Preferred Stock would have ~~369,547,734~~501,890,680 votes per share of Series A Preferred Stock.

On July 23, 2021, the Company issued 51shares of preferred stock to Gregory Breunich as part of the July 23, 2021 agreement between the Company and ~~BHI (see Note 3).~~BHI.

As of December 31, ~~2021,~~2022, and ~~December 31, 2020,~~2021, the Company had 51 shares of preferred stock and 051 shares of preferred stock issued and outstanding, respectively.

Altitude was incorporated on May 18, 2017, under the laws of the state of Wisconsin with 100,000,000 authorized common stock with $0.001 par value. The shareholders have one vote per share of common stock.

After the closing of certain Stock Purchase Agreements, in private sale transaction and the Share Exchange Agreement, the Company’s common stock had no par value and is registered in New York.

On February 10, 2021, the Company filed amended Articles of Incorporation with the State of New York to amend its authorized shares of common stock by an additional 530,000,000 whereas the total authorized is a total of 605,000,000 shares of capital stock consisting of (i) 600,000,000 shares of common stock, 0no par value, and (ii) 5,000,000 shares of preferred stock, no par value.

On January 1, ~~2021,~~2022, the Company issued its legal counsel 12,500 shares of common stock for legal work for January ~~2021.~~2022. The common stock of the Company is thinly traded and had a value of $~~0.103~~0.119 per share, therefore the Company recorded the transaction at $~~1,288~~1,488.

On February 1, ~~2021,~~2022, the Company issued its legal counsel 12,500 shares of common stock for legal work for February ~~2021.~~2022. The common stock of the Company is thinly traded and had a value of $~~0.295~~0.069 per share, therefore the Company recorded the transaction at $~~3,687~~862.

On February ~~2, 2021,~~22, 2022, the Company issued1,000,000 shares of common stock of the Company to Hospitality Funding Inc. in exchange for services ~~as follows: Elizabeth K. Stahl,~~ ~~40,000; Robin K. Walker,~~ ~~100,000; Gregory Whyte,1,500,000~~;related to consulting. The common stock of the Company is thinly traded and ~~Gregory Anthony,~~ ~~5,000,000. The shares were valued at~~had a value of $~~0.40, or $16,000, $40,000, $600,000~~ ~~and $2,000,000, respectively.~~

~~On February 8, 2021, Frost exercised~~ ~~250,000~~ ~~options at $0.077~~0.055 per share, ~~for~~therefore the Company recorded the transaction at $~~19,250~~55,000.

On March 1, ~~2021,~~2022, the Company issued its legal counsel 12,500 shares of common stock for legal work for March ~~2021.~~2022. The common stock of the Company is thinly traded and had a value of $~~0.708~~0.06 per share, therefore the Company recorded the transaction at $~~8,850~~750.

On March ~~9, 2021,~~17, 2022, the Company issued a consultant ~~50,000~~500,000 shares of common stock for services. The common stock is thinly traded and had a value of $0.0556 per share, therefore the Company recorded the transaction at $27,800.

On March 7, 2022, Altitude International Holdings, Inc. and CMA Soccer LLC entered into a Consulting, Management and License Agreement with Soccer Partners America (“Soccer Partners”), a Colorado not for profit corporation. Soccer Partners, under the brand name of Rush Soccer, has developed the largest known network of affiliated independent youth soccer clubs and with CMA Soccer, will establish a Rush residential academy program and a men’s professional soccer team. As part of the agreement, certain members of the management of Soccer Partners were granted a combined total of 10,000,000 shares of common stock of the Company ~~to Kanuth in exchange~~and employment agreements for ~~services.~~five individuals. The ~~value was $0.58~~ ~~per share or $29,000~~.

~~On March 9, 2021, Frost converted $87,080~~ ~~of payable due to him in exchange for~~ ~~181,417~~ ~~shares of~~ common stock of the ~~Company. The issuance was made in reliance on the exemption from registration provided by Sections 3(a)(9)~~Company is thinly traded and ~~4(a)(2)~~had a value of ~~the Securities Act as the common stock was issued in exchange for debt securities of~~$0.0556 per share, therefore the Company ~~held by~~recorded the Investor, there was no additional consideration for the exchange, there was no remuneration for the solicitation of the exchange, there was no general solicitation, and the transactions did not involve a public offering.transaction at $556,000. See Note 3.

On April 1, ~~2021,~~2022, the Company issued its legal counsel 12,500 shares of common stock for legal work for April ~~2021.~~2022. The common stock of the Company is thinly traded and had a value of $~~0.408~~0.0327 per share, therefore the Company recorded the transaction at $~~5,100~~409.

On ~~May 1, 2021,~~April 29, 2022, as part of the financing with Feenix (see Note 7), the Company issued ~~its legal counsel~~Feenix ~~12,500~~16,363,636 shares of common stock ~~for legal work for May 2021.~~as a loan discount.

On September 2, 2022, the Company issued 102,754,802 shares of common stock to FVP Opportunity Fund III, LP (41,101,921 shares), FVP Opportunity Fund IV, LP (10,275,480 shares), GT Partners Private Credit Finance LLC (38,533,051 shares) and GT Monterey Cypress Finance LLC (12,844,350 shares), in conjunction with the financing by FVP Servicing LLC (see Notes 5 and 7). The common stock of the Company is thinly traded and had a value of $~~0.22~~0.042 per share, therefore the Company recorded the transaction at $~~2,750~~3,091,389. as a debt discount.

On ~~June 1, 2021,~~September 7, 2022, the Company issued ~~its legal counsel~~ ~~12,500~~3,500,000 shares of common stock ~~for legal work for June 2021.~~to MZ Group, Inc., the Company’s investor relations firm. The common stock of the Company is thinly traded and had a value of $~~0.201~~0.039 per share, therefore the Company recorded the transaction at $~~2,512~~.

~~Between February 2021 and July 2021, BHI sold~~ ~~12,510,000~~ ~~shares of BHI valued at $0.10~~ ~~per share for $1,251,000~~ ~~in proceeds,~~

~~On July 1, 2021, the Company issued its legal counsel~~ ~~12,500~~ ~~shares of common stock for legal work for July 2021. The common stock of the Company is and had a value of $0.201~~ ~~per share, therefore the Company recorded the transaction at $2,478~~.

~~On July 6, 2021, the Company issued~~ ~~50,000~~ ~~shares of common stock to Jeff Deforrest for services. The shares were valued at $0.21~~ ~~each for a total value of $10,500~~.

~~On July 6, 2021, the Company issued~~ ~~300,000~~ ~~shares to FMW Media Corp, LLC. The shares were valued at $0.21~~ ~~each for a total value of $63,000~~.

~~On July 23, 2021, the Company issued~~ ~~295,986,724~~ ~~shares of common stock in conjunction with the Share Exchange Agreement with BHI (see Note 3).~~

~~On August 1, 2021, the Company issued its legal counsel~~ ~~12,500~~ ~~shares of common stock for legal work for August 2021. The common stock of the Company is and had a value of $0.201~~ ~~per share, therefore the Company recorded the transaction at $5,375~~.

~~On September 1, 2021, the Company issued its legal counsel~~ ~~12,500~~ ~~shares of common stock for legal work for September 2021. The common stock of the Company is and had a value of $0.298~~ ~~per share, therefore the Company recorded the transaction at $3,725~~136,500.

On October ~~1, 2021,~~25, 2022, the Company ~~issued~~received a waiver notice from its legal counsel for ~~12,500~~62,500 shares of common stock ~~for legal work for October 2021. The common stock of the Company is and had a value of $0.20~~ ~~per share, therefore the Company~~which was recorded ~~the transaction at $2,500~~.as issuable.

~~On October 31, 2021, the Company issued 16929 Wellness Consultants Inc. (“16929 Wellness”)~~ ~~3,000,000~~ ~~shares of common stock for services related to the Management Agreement executed between 16929 Wellness and Altitude Wellness LLC.~~

~~On November 1, 2021, the Company issued its legal counsel~~ ~~12,500~~ ~~shares of common stock for legal work for November 2021. The common stock of the Company is and had a value of $0.1797~~ ~~per share, therefore the Company recorded the transaction at $2,246~~.

~~On December 1, 2021, the Company issued its legal counsel~~ ~~12,500~~ ~~shares of common stock for legal work for December 2021. The common stock of the Company is and had a value of $0.072~~ ~~per share, therefore the Company recorded the transaction at $900~~.

On February 13, 2018, the Company’s shareholders and Board of Directors approved the 2017 Incentive Stock Plan.

~~On January 25, 2019, the Company issued~~ ~~250,000~~ ~~options to Frost.~~ ~~The options vest at a rate of~~ 25~~% every six months after the grant date~~ ~~and expire upon termination of employment. The exercise price is $0.077. The Black-Scholes calculation valued the options at $15,809, or $0.06~~ ~~per share. On February 8, 2021, Frost exercised the options at $0.077~~ ~~per share for $19,250~~.

There are currently no stock options currently issued and outstanding under the 2017 Plan, as all 250,000 remaining stock options issued and outstanding were exercised on February 8, 2021.

As of December 31, 2022, and 2021, the Company has net operating loss carry forwards of $~~254,336~~ 1,352,682that $0 254,336, respectively, which may be available to reduce future years’ taxable income through ~~2041.~~2042. In 2020, there were no tax impacts as Breunich ~~Holdings,~~Holding, Inc. was taxed as ana limited liability company. The Company’s net operating loss carry forwards may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code.

The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of ~~21%~~21% to loss before taxes for fiscal year ~~2021~~2022 and ~~2020)~~2021), as follows:

The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities.

The tax years 2022 and 2021 ~~and 2020~~ remains toopen for examination by federal agencies and other jurisdictions in which it operates.

The tax effect of significant components of the Company’s deferred tax assets and liabilities at December 31, ~~2021~~2022 and ~~2020,~~2021, are as follows:

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

Because of the historical earnings history of the Company, the net deferred tax assets for ~~2021~~2022 and ~~2020~~2021 were fully offset by a ~~100%~~ 100% valuation allowance. The valuation allowance for the remaining net deferred tax assets was $~~254,336~~ 2,352,682and $0 254,336as of December 31, ~~2021,~~2022, and ~~2020,~~2021, respectively. Due to the transaction between the Company and BHI, ~~(see Note 3),~~ which resulted in a change of control, net operating loss carryforwards prior to the transaction may not be usable for the future.

The Company has ~~three~~seven distinct disaggregated revenue streams: hotel resort reservations, altitude chambers, tuition-based sports academies, hosting events, membership fees, uniform sales, and atmospheric water ~~systems.~~generators. Selected financial information for the Company’s operating revenue classes are as follows:

The Company has reclassified certain line items on the statement of operations for the year ended December 31, 2021, as filed with the United States Securities and Exchange Commission.

In the 2021 filing, certain expenses, specifically depreciation and amortization expense were included in other general and administrative expenses for the periods ended December 31, 2021, whereas, due to the significance of these expenses, they are segregated for the periods ended December 31, 2022, therefore, for comparison purposes, these expenses have been extracted for the periods ended December 31, 2021.

On ~~January 1,~~December 8, 2022, the Company received a “Notice of Events of Default; Reservation of Rights; and Notice of Default Interest Accrual” letter (the “Default Notice”) from FVP. The Default Notice was in regard to the September Loan Agreement and designated two events of default under the September Loan Agreement, including the failure to obtain deposit account control agreements and failure to pay the amount of $3,250,000 by November 30, 2022. The Default Notice declared that effective as of November 30, 2022, the interest rate under the Loan Agreement will be charged at a default interest rate of twenty percent (20%) per year until all events of default are cured or waived in writing by FVP.

On December 16, 2022, the Company, ~~issued its legal counsel~~ ~~12,500~~ ~~shares of common stock~~Altitude Hospitality, LLC and Trident Water, LLC entered into an “Acknowledgment and Consent Agreement” (the “Consent Agreement”) with FVP, the administrative agent for ~~legal work for January 2022. The common stock~~certain lenders, and certain lenders relating to the Default Notice and default by the Company under the September Loan Agreement. Under the terms of the ~~Company is thinly traded~~Consent Agreement, FVP agreed to make one or more advances to Altitude Hospitality (or directly to any applicable payee) by disbursing, in their sole and ~~had a value~~absolute discretion, up to an aggregate amount of $~~0.119~~1,250,000.00 ~~per share, therefore~~of the proceeds of the Growth Capital Loan defined in the September Loan Agreement on deposit in the Interest Reserve Account (as defined in the September Loan Agreement) to be used solely for working capital expenditures of Altitude Hospitality.

In exchange for this advance, the Company ~~recorded~~and its subsidiaries acknowledged liability under the ~~transaction at $~~September Loan Agreement, waived certain rights and cure periods, and released FVP and the lenders from claims.

Under the terms of the Settlement Agreement, the Company agreed to assign 100% of the membership interests of Altitude Hospitality to FVP’s designee.

~~On February 1, 2022,~~In consideration for the assignment of the membership interests of Altitude Hospitality, the existing debt owed by the Company ~~issued its legal counsel~~ to the lenders under the September Loan Agreement was reduced by an amount of $~~12,500~~18,255,476.11 ~~shares of common stock for legal work for February 2022.~~(the “Partial Satisfaction Amount”). The ~~common stock~~Loan Parties also agreed to enter into a new loan agreement (the “New Loan Agreement”) in favor of the ~~Company is thinly traded and had~~lenders with a ~~value~~principal amount of $~~0.069~~750,000 ~~per share, therefore~~to be used to pay off all existing amounts due under the ~~Company recorded~~September Loan Agreement. Upon the ~~transaction at $862~~execution of the Settlement Agreement and the New Loan Agreement, all remaining existing debt owed by the Loan Parties under the September Loan Agreements was satisfied in full and the September Loan Agreement terminated, subject to certain limited contingent indemnification obligations that survive the termination and repayment..

As a result of the ~~Company entered into a First Amendment~~assignment of Altitude Hospitality under the Settlement Agreement, all agreements previously executed by Altitude Hospitality were also assigned to FVP’s designee. These assignments include the Property PSA with STORE, the Lease with STORE, the Membership Agreement with the Franchisor, the Disbursement Agreement with STORE and the Management Agreement with the Manager.

New Loan Agreement ~~with FVP Servicing, LLC (see Note 6) for an additional incremental advance of $100,000~~.

~~On February 22, 2022, the Company issued~~ ~~1,000,000~~ ~~shares of common stock of the Company to Hospitality Funding Inc. in exchange for services related to consulting.~~

On March ~~1, 2022,~~6, 2023, in connection with the execution of the Settlement Agreement, the Company ~~issued its legal counsel~~ ~~12,500~~ ~~shares of common stock for legal work for March 2022.~~and Trident Water, LLC, entered into the New Loan Agreement with FVP and the lenders. The ~~common stock~~proceeds of the ~~Company is thinly traded and had a value~~New Loan Agreement, in the original principal amount of $~~0.06~~750,000 ~~per share, therefore~~, were used to settle the ~~Company recorded~~September Loan Agreement and no cash was received by the ~~transaction at $750~~.Company.

On March 7, 2022, Altitude International Holdings, Inc. and CMA Soccer LLC entered into a Consulting, Management and License Agreement with Soccer Partners America (“Soccer Partners”), a Colorado not for profit corporation. Soccer Partners, underUnder the brand name of Rush Soccer, has developed the largest known network of affiliated independent youth soccer clubs and with CMA Soccer, will establish a Rush residential academy program and a men’s professional soccer team. As partterms of the ~~agreement, certain members~~New Loan Agreement, the maturity date of the ~~management of Soccer Partners were granted a combined total of~~ ~~10,000,000~~ ~~shares of common stock of~~loan is June 30, 2025, and the Company and ~~employment agreements for five individuals.~~

the Loan Parties agreed to pay an interest rate of twelve percent (12%) per annum. Through September 2024, the Company shall make interest only payments under the New Loan Agreement, after which it will make payments of $7,500 per month plus accrued interest until the maturity date, at which point all amounts due under the New Loan Agreement shall be paid.

The New Loan Agreement contains customary representations, warranties, covenants, indemnification, and other terms for transactions of a similar nature.

Upon the execution of the Settlement Agreement and the New Loan Agreement, FVP issued a payoff letter to the Company regarding the payment in full of the September Loan Agreement.

Our sports academies, which we have operated on the Property for thirteen years, continue to operate.

ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

The Company dismissed BF Borgers CPA, PC as its independent registered public accounting firm, effective as of January 14, 2022. On that same day, the Company engaged Turner, Stone & Company, LLP as its independent registered public accounting firm for the year ended December 31, 2021.None

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions as appropriate to allow timely decisions regarding required disclosure. We concluded that our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act were not effective as of December 31, ~~2021~~2022 to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, and summarized and reported within the time periods specified in SEC rules and forms and our disclosure controls and procedures were also ineffective to ensure that the information required to be disclosed in reports that we file under the Exchange Act is accumulated and communicated to our principal executive and financial officers to allow timely decisions regarding required disclosures.

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in rule 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of the CEO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Internal controls over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records which in reasonable detail accurately and fairly reflect the transactions and disposition of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made in accordance with authorizations of management and directors of the issuer; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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.

A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

In evaluating the effectiveness of the Company’s internal control over financial reporting as of December 31, ~~2021,~~2022, management used the criteria established in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on the criteria established by COSO, management (with the participation of the CEO and CFO) identified the following material weaknesses in the Company’s internal control over financial reporting as of December 31, ~~2021,~~2022, which arose from the limited number of number of staff at the Company and the inability to achieve proper segregation of duties:

As a result of these material weaknesses, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, ~~2021,~~2022, based on the criteria established in Internal Control – Integrated Framework (2013) issued by COSO.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Security and Exchange Commission that permit us to provide only management’s report in this Annual Report.

The Company’s management, including the CEO and acting CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of the control system must reflect that there are resource constraints and that the benefits must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Except as set forth above, there were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report on Form 10-K.

ITEM 9C. Disclosure Regarding Foreign Jurisdictions that ~~prevent inspections~~Prevent Inspections

The following table sets forth the names, ages and positions of our board members and executive officers as of March ~~14, 2022:~~20, 2023:

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Gregory Breunich, Chairman, Chief Executive Officer, and Acting Chief Financial Officer

Mr. Breunich created and began building the IMG Academy in 1978, at the age of 21. Under his stewardship and service as the Senior Vice President and Managing Director, IMG became the international gold standard in elite athletic training and education, producing some of the most famous athletes in the world. Mr. Breunich left IMG in 2009 and for the last ten years has been developing his next generation of sports academies in Port St. Lucie and North Miami Beach. He is the co-founder of Nick Bollettieri Tennis Academy, Founder of the David Leadbetter Golf Academy, IMG Soccer Academy, IMG Basketball Academy, IMG Baseball Academy, IMG International Performance Institute, IMG Academy (Pendleton School), Bollettieri Sports Medicine Institute, IMG Mountain Sports Academy (Speed Skiing, Snow Boarding, FreeStyle), Bollettieri Development Co., Academy Park Development Company, IMG Academy Golf and Country Club, Legends Bay Development Co., Legends Cove Development Co. Mr. Breunich co-developed Sagemont Online High School (a private labeled University of Miami Online High School later acquired re-named Kaplan Online High School) & Virtual Sage (online academic curriculum publishing company), Med Group Development Company, Celebrity Auto Company, JMC Landscaping, North Miami Beach Academy, Trident Water Company, and numerous other development companies and real estate partnerships.

Mr. Anthony is an American former professional basketball player who is a television analyst for NBA TV and Turner Sports. He played 12 seasons in the National Basketball Association. Mr. Anthony also contributes to Yahoo! Sports as a college basketball analyst and serves as a co-host/analyst on SiriusXM NBA Radio. Anthony played his freshman year of college basketball for the University of Portland where he was the WCC Freshman of the Year before transferring to the University of Nevada, Las Vegas. In his junior season with UNLV, the Runnin’ Rebels won the 1990 NCAA Championship game.

Gabriel Jaramillo, ~~Director and~~ Executive Vice President and Director of Tennis Operations

Mr. Jaramillo is a renowned international tennis coach who has worked with many of the greatest players in the history of the sport. Throughout his career, he has trained eleven of the world’s No.1-ranked players and 27 top 10 players including Andre Agassi, Jim Courier, Pete Sampras, Maria Sharapova, Monica Seles, Kei Nishikori, and many others. From 1981 to 2009, Mr. Jaramillo also worked as the tennis director for the IMG Academy Bollettieri. There, he helped develop many multi-sport training programs and served as Nick Bollettieri’s right-hand man. For 26 consecutive years, Mr. Jaramillo coached players at all four Grand Slam events – the French Open, Wimbledon, the Australian Open, and the U.S. Open. Mr. Jaramillo is the co-founder of Club Med Academics and Principal of CMA Academics located in Florida, USA.

Mr. Jaramillo is also the founder and owner of International Coaching Services which specializes in tennis coaching, consultancy, training systems, programs, services, and resources for developing and implementing solutions to maximize results. As a Master Clinician, Mr. Jaramillo has developed annual clinic tours and conferences for players, coaches, and parents in 32 countries. He created the Tennis Periodization Training Method and played a key role in the development of System 5, a tennis training system used by practitioners worldwide. Mr. Jaramillo is a sought-after expert in the industry and has served as a keynote speaker for ITF World and Regional Conferences for the International Tennis Federation as well as JPTA, USPTA, RRT, PTR, CBT, and FEDCOL. He has been featured as an expert commentator on ESPN, FOX Sports, Euro Sports, Channel 10 Australia, Caracol Radio, Wowo TV Japan, and Grand Slam TV. He served as a contributor to BBC Radio and writes for international magazines such as Japan’s Smash Magazine, Italty’s SpazioTennis, Great Britain’s UK Tennis Magazine, Germany’s Racquettech, China’s Tennis Magazine, TenisBrazil, Tennis Now, FedeColombia, and Bolivia El Deber. He is also a motivational speaker for organizations including Club Med, Discovery Channel, Propal, Neoris, World City Group, and the Young President Organization.

Scott Del Mastro, ~~Director~~Executive Vice President and ~~Director of Operations~~Chief Operating Officer

Mr. Del Mastro received his Bachelor’s degree in Psychology with an emphasis in Biomechanics from San Diego State University. He then received his Master’s degree in Sport Psychology also from San Diego State University. Mr. Del Mastro has owned, operated, and served as the Director of Operations at Club Med since 2009. Previously, he was the owner and operator of the International Tennis Academy (ITA) in Delray Beach, Florida, for 14 years, before relocating to Port Saint Lucie, Florida in 2009 to launch Club Med Academies High Performance Multi-Sport Training Program and Fully Accredited K-12 Academic School. He has coached and trained professional and junior tennis players on the U.S. and World Circuits (ATP, WTA, ITF) for more than 30 years. Mr. Del Mastro specializes in ENERGY Management, Tennis Specific Movement, Mental Performance, and Fitness. He conceptualized, developed, and delivered Club Med Academies College Placement Program, which has assisted thousands of athletes in the college entrance process, leading to millions of dollars in collegiate athletic and academic scholarships. Additionally, Mr. Del Mastro is an internationally acknowledged speaker and clinician in Sport Psychology and other various tennis-related topics.

Our directors and officers are indemnified as provided by the New York Business Corporation Law (“NYBCL”), Section ~~722”)~~721 through Section 726, and our bylaws. We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event of a claim for indemnification against such liabilities is asserted by one of our directors, executive officers or controlling persons, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

There were no formal agreements with our directors for compensation, ~~until March 1, 2022,~~ although they have received shares for their services from time to time.

During the period ended December 31, ~~2021,~~2022, we had no independent directors.

During the past ten years, none of our current directors or executive officers has been:

None of our directors, officers or affiliates, or any beneficial owner of 5% or more of our Common Stock, or any associate of such persons, is an adverse party in any material proceeding to, or has a material interest adverse to, us or any of our subsidiaries.

The Company does ~~not~~ have directors’ and officers’ liability insurance insuring our directors and officers against liability for acts or omissions in their capacities as directors or officers.

~~We intend to adopt~~The Board has adopted a code of business conduct and ethics ~~that applies~~applicable to ~~our officers,~~its employees, directors, and ~~employees, including our principal executive officer~~officers, in accordance with applicable U.S. federal securities laws and ~~principal accounting officer, but have not done so to date due to our relatively small size. We intend to adopt a written~~the corporate governance rules of Nasdaq. The code of business conduct and ethics will be publicly available on the Company’s website at https://altdintl.com. Any substantive amendments or waivers of the code of business conduct and ethics or code of ethics infor senior financial officers may be made only by the ~~near future.~~Board and will be promptly disclosed as required by applicable U.S. federal securities laws and the corporate governance rules of Nasdaq.

Our Board of Directors consists of ~~six~~two directors and has not established a Nominating or Governance Committees as standing committees. The Board does not have an executive committee or any committees performing a similar function. We are not currently listed on a national securities exchange or in an inter-dealer quotation system that has requirements that a majority of the board of directors be independent.

Due to our lack of operations and size, and since we are not currently listed on a national securities exchange, we are not subject to any listing requirements mandating the establishment of any particular committees; all functions of a nominating/governance committee were performed by our whole board of directors. Our board of directors intends to appoint such persons and form such committees as are required to meet the corporate governance requirements imposed by the national securities exchanges as necessary. Our board of directors does not believe that it is necessary to have such committees at the early stage of the company’s development, and our board of directors believes that the functions of such committees can be adequately performed by the members of our board of directors.

We believe that members of our board of directors are capable of analyzing and evaluating our consolidated financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date.

The Board of Directors is led by the Chairman. The Board believes its current leadership structure best serves the objectives of the Board’s oversight of management, the Board’s ability to carry out its roles and responsibilities on behalf of the Company’s shareholders, and the Company’s overall corporate governance. The Board periodically reviews the leadership structure to determine whether it continues to best serve the Company and its shareholders.

The Company does not have an audit committee. We are not a “listed company” under SEC rules and are therefore not required to have an audit committee comprised of independent directors.

The Company has no nominating or compensation committees at this time. The entire Board participates in the nomination and audit oversight processes and considers executive and director compensation. Given the size of the Company and its stage of development, the entire Board is involved in such decision-making processes. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors.

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).

Based solely on our review of certain reports filed with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, the reports required to be filed with respect to transactions in our common stock during the fiscal year ended December 31, ~~2021,~~2022, were ~~timely, except that two of the newly appointed directors did not timely file a Form 3 upon their appointments.~~timely.

Gregory Breunich was appointed as the Chief Executive Officer and Acting Chief Financial Officer of the Company on January 6, 2021.

On March 24, 2021, Gabriel Jaramillo was appointed as Executive Vice President and Director of Tennis. On March 26, 2021, Mr. Jaramillo was appointed to the Board of Directors of the Company. On November 8, 2022, Mr. Jaramillo resigned from the Board of Directors.

On February 2, 2021, Gregory Anthony was appointed as Chief Communications Officer and was appointed to the Board of Directors of the Company. On September 19, 2019, he was appointed as President and director.

On July 23, 2021, Scott Del Mastro was appointed as Chief Operating Officer and was appointed to the Board of Directors of the Company. On November 8, 2022, Mr. Del Mastro resigned from the Board of Directors.

The table below sets forth, for our last two fiscal years, the compensation earned by our officers.

We have health insurance benefits and a 2022 bonus plan for the officers but do not have pension, annuity, profit sharing or similar benefit plans. As of March 19, 2018, we have a stock option plan, although no shares are currently outstanding under the Plan.

On June 28, 2021, the Board of Directors of the Company approved a conditional performance bonus for then-principals of ITA-USA Enterprise, LLC (Gregory Breunich, Scott Del Mastro, and Gabriel Jaramillo) in the amount of $2.5 million if the Company raises $6 million or more in a future offering.

On October 24, 2022, the Company entered into an employment agreement with Gregory Breunich, Chief Executive Officer and Chairman of the Company (the “Breunich Employment Agreement”). The Breunich Employment Agreement is for a term of five years, and it may be terminated by Mr. Breunich and the Company for good reason or for cause, respectively. Pursuant to the Breunich Employment Agreement, Mr. Breunich will receive an annual base salary of $300,000.00, of which $60,000.00 in the first year shall be deferred for one year and shall be eligible to earn annual target bonuses for each fiscal year comprised of a cash portion and a portion payable in shares of common stock of the Company, as discussed in the Breunich Employment Agreement. Mr. Breunich shall also be eligible to earn a buyout bonus to be paid to Mr. Breunich upon the closing of a sale of the Company.

Upon termination by Mr. Breunich for good reason, or by the Company without cause, the Company shall pay or provide to Mr. Breunich severance pay equal to his then current annual base salary for twelve (12) months, during which time Mr. Breunich shall continue to receive all employee benefits and employee benefit plans as described in the Breunich Employment Agreement. As a full-time employee of the Company, Mr. Breunich will be eligible to participate in all of the Company’s benefit programs.

On October 24, 2022, the Company entered into an employment agreement with Scott Del Mastro, Executive Vice President, Chief Operating Officer and Director of the Company (the “Del Mastro Employment Agreement”). The Del Mastro Employment Agreement is for a term of five years, and it may be terminated by Mr. Del Mastro and the Company for good reason or for cause, respectively. Pursuant to the Del Mastro Employment Agreement, Mr. Del Mastro will receive an annual base salary of $250,000.00, of which $50,000.00 in the first year shall be deferred for one year and shall be eligible to earn annual target bonuses for each fiscal year comprised of a cash portion and a portion payable in shares of common stock of the Company, as discussed in the Del Mastro Employment Agreement. Mr. Del Mastro shall also be eligible to earn a buyout bonus to be paid to Mr. Del Mastro upon the closing of a sale of the Company.

Upon termination by Mr. Del Mastro for good reason, or by the Company without cause, the Company shall pay or provide to Mr. Del Mastro severance pay equal to his then current annual base salary for twelve (12) months, during which time Mr. Del Mastro shall continue to receive all employee benefits and employee benefit plans as described in the Del Mastro Employment Agreement. As a full-time employee of the Company, Mr. Del Mastro will be eligible to participate in all of the Company’s benefit programs.

Mr. Del Mastro resigned as director on November 8, 2022, but still serves as an officer of the Company.

On October 24, 2022, the Company entered into an employment agreement with Gabriel Jaramillo, Director of Tennis and Director of the Company (the “Jaramillo Employment Agreement”). The Jaramillo Employment Agreement is for a term of five years, and it may be terminated by Mr. Jaramillo and the Company for good reason or for cause, respectively. Pursuant to the Jaramillo Employment Agreement, Mr. Jaramillo will receive an annual base salary of $250,000.00, of which $50,000.00 in the first year shall be deferred for one year and shall be eligible to earn annual target bonuses for each fiscal year comprised of a cash portion and a portion payable in shares of common stock of the Company, as discussed in the Jaramillo Employment Agreement. Mr. Jaramillo shall also be eligible to earn a buyout bonus to be paid to Mr. Jaramillo upon the closing of a sale of the Company.

Upon termination by Mr. Jaramillo for good reason, or by the Company without cause, the Company shall pay or provide to Mr. Jaramillo severance pay equal to his then current annual base salary for twelve (12) months, during which time Mr. Jaramillo shall continue to receive all employee benefits and employee benefit plans as described in the Jaramillo Employment Agreement. As a full-time employee of the Company, Mr. Jaramillo will be eligible to participate in all of the Company’s benefit programs.

Mr. Jaramillo resigned as director on November 8, 2022, but still serves as an officer of the Company.

There were no equity awards made to any named executive officer that were outstanding atas of December 31, ~~2021.~~2022.

~~On February 10, 2021, Mr. Anthony received shares of common stock~~There was no director compensation issued for ~~his~~directors’ services ~~as a director~~in 2022 and ~~officer of the Company.~~

On ~~January 17, 2021, Altitude International Holdings, Inc.~~February 13, 2018, the Company’s shareholders and Board approved the 2017 Incentive Stock Plan (the ~~“Company” or “Altitude”) entered into a Letter of Intent (the “LOI”) with Breunich Holdings, Inc., a privately held Delaware corporation (“BHI”~~“2017 Plan”). The ~~LOI sets forth~~2017 Plan provides for the ~~headline terms~~grant of ~~a proposed Share Exchange~~two types of ~~Altitude with BHI through~~options: (1) incentive stock options, which ~~100%~~are options that meet the requirements of Section 422 of the ~~BHI shares~~Internal Revenue Code of 1986, as amended (the “Code”), and (2) non-statutory options. Shareholder approval will ~~be exchanged for up to 80%~~make available a total of ~~then-issued and outstanding~~3,000,000 shares of ~~Altitude.~~the Company’s authorized but unissued Common Stock for purchase upon exercise of options granted under the 2017 Plan. The term of the 2017 Plan is ten years, subject to earlier termination by the Board.

~~Upon the terms and subject~~Incentive stock options may be granted to ~~the conditions set forth in the LOI, following the Share Exchange, (i) BHI and its subsidiaries will be wholly-owned subsidiaries of Altitude; (ii) BHI shareholders would own approximately 80%~~employees of the ~~common~~Company or a related corporation. Non-qualified stock options may be granted to employees of the Company, a related corporation, or affiliated companies. In any fiscal year, no employee may receive options to purchase more than $100,000 worth of shares of ~~Altitude,~~Common Stock and ~~Altitude shareholders would own approximately 20%~~no option may be granted with an exercise price less than the fair market value measured on the date of the ~~common shares of Altitude, with such percentages calculated on a fully diluted basis; (iii) BHI has the right to appoint a majority of the directors of Altitude following the Share Exchange.~~grant.

The ~~completion~~2017 Plan will be administered by the Board. The Board will have authority to construe, amend or terminate the 2017 Plan. A written agreement will evidence each option and determine whether the option is an incentive stock option or non-qualified stock option.

Options will expire no longer than 10 years from the date of grant; provided that no incentive stock option granted to a greater-than-10% shareholder will expire later than 5 years from the date of grant. Vested options generally will terminate upon the first to occur of: (1) expiration of the ~~Share Exchange would~~option; (2) three months following the optionee’s termination of employment, other than as a result of death or disability; or (3) six months following the optionee’s death or cessation of employment by reason of disability.

Options granted under the 2017 Plan will be ~~subject~~no less than twenty percent (20%) of the shares covered thereby and shall become exercisable annually unless the Board determines otherwise. The Compensation Committee may accelerate vesting. Upon a change in control, all options outstanding at the date thereof will become fully vested and exercisable. The purchase price of option shares must be paid by wire transfer, except to the ~~satisfaction of specific conditions set forth in~~extent another method is permitted by the ~~LOI, including~~Board.

There are currently no stock options currently issued and outstanding under the completion of an audit of BHI and its subsidiaries and the parties first negotiating and executing a definitive Share Exchange agreement (the “Share Exchange Agreement”). These conditions may not ever be satisfied, the Company may never enter into a definitive Share Exchange Agreement with BHI, the Share Exchange with BHI may never be consummated, and even if it is, it may not be consummated on the terms described therein.2017 Plan.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table lists, as of March ~~1, 2022,~~20, 2023, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 10% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using beneficial ownership’ concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on ~~369,033,405~~424,668,123 shares of our common stock issued and outstanding as of March ~~14, 2022.~~20, 2023. Except as disclosed herein, we do not have any outstanding options, or other securities exercisable for or convertible into shares of our common stock. Unless otherwise indicated, the address of each person listed is c/o Altitude International Holdings, Inc., 4500 SE Pine Valley Street, Port Saint Lucie, Florida 34952.

To the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of our Common Stock beneficially owned by such person, except to the extent such power may be shared with a spouse. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement. To our knowledge, there is no arrangement, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

Three of our stockholders own 164,723,108, or ~~45.88%~~33.46% of our outstanding shares of Common Stock. The principal stockholders ~~both serve as directors and two of them~~ are executive ~~officers.~~officers and one is the Chairman. They exercise ~~significance~~significant influence over the control of our Company and may be able to cause or prevent a change in control.

ITEM 13. Certain Relationships and Related Transactions, and Director Independence

The Company engaged BF Borgers CPA, PC (“BF Borgers”) as our independent registered public accounting firm on January 24, 2019. On January 14, 2022, BF Borgers was dismissed. The audit fees for December 31, 2020 were approximately $15,000. In 2021, fees were approximately $72,000.

The Company engaged Turner, Stone & Company, LLP (“Turner Stone”) as our independent registered public accounting firm on January 14, 2022. The audit fees for December 31, 2022, and December 31, 2021, were approximately ~~$60,000.~~$60,000 and $60,000, respectively.

The aggregate fees billed in each of the last two fiscal years (through January 14, 2022) for assurance and related services by BF Borgers that are reasonably related to the performance of the audit or review of our consolidated financial statements including our quarterly interim reviews on Form 10-Q and are reported under Audit Fees above.

The aggregate fees billed in the last fiscal year for assurance and related services by Turner Stone that are reasonably related to the performance of the audit are reported under Audit Fees above.

~~BF Borgers did not charge us any tax fees for the year ended December 31, 2020.~~

Turner Stone did not charge us any tax fees for the ~~year~~years ended December 31, 2022, and 2021.

~~BF Borgers has not billed any other fees since their engagement on January 24, 2019, through dismissal, except for applicable fees related to the transition.~~

Turner Stone has not billed any other fees since their engagement on January 14, 2022.

See the Exhibit Index following the signature page of this Registration Statement, which Exhibit Index is incorporated herein by reference.

# Certain schedules to this exhibit have been omitted pursuant to Regulation S-K Item 601(a)(5). The registrant agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Pursuant to the requirements 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.

		PAGE
	PART I

Item 1.	Business	34
Item 1A.	Risk Factors	2223
Item 1B.	Unresolved Staff Comments	2634
Item 2.	Properties	2734
Item 3.	Legal Proceedings	2734
Item 4.	Mine Safety Disclosures	2734

	PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2734
Item 6.	Selected Financial Data	2836
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2936
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	3342
Item 8.	Financial Statements and Supplementary Data	3443
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	3544
Item 9A.	Controls and Procedures	3544
Item 9B.	Other Information	45
36Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	45

	PART III

Item 10.	Directors, Executive Officers and Corporate Governance	3746
Item 11.	Executive Compensation	4150
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4253
Item 13.	Certain Relationships and Related Transactions, and Director Independence	4354
Item 14.	Principal Accountant Fees and Services	4354

	PART IV

Item 15.	Exhibits	4454

	Signatures	4557

	Page

Financial Statements

~~Report of Independent Registered Public Accounting Firm~~ ~~(PCAOB ID:~~ 76)	~~F-1~~

Report of Independent Registered Public Accounting Firm (PCAOB ID: ~~5041~~76)	~~F-3~~F-1

Consolidated Balance Sheets as of December 31, ~~2021~~2022 and ~~2020~~2021	~~F-4~~F-3

Consolidated Statements of Operations for the years ended December 31, ~~2021~~2022 and ~~2020~~2021	~~F-5~~F-4

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, ~~2021~~2022 and ~~2020~~2021	~~F-6~~F-5

Consolidated Statements of Cash Flows for the years ended December 31, ~~2021~~2022 and ~~2020~~2021	~~F-7~~F-6

Notes to the Consolidated Financial Statements	~~F-8~~F-7

~~Turner, Stone & Company, L.L.P.~~
~~Accountants and Consultants~~
~~12700 Park Central Drive, Suite 1400~~
~~Dallas, Texas 75251~~
~~Telephone: 972-239-1660 ⁄ Facsimile: 972-239-1665~~ ~~Toll Free: 877-853-4195~~ ~~Web site: turnerstone.com~~	~~INTERNATIONAL ASSOCIATION OF ACCOUNTANTS AND AUDITORS~~

~~/s/~~ ~~Turner, Stone & Company, L.L.P~~.

~~Dallas, Texas~~
~~March 15, 2022~~

~~We have served as the Company’s auditor since 2022.~~

	-	Reviewing management’s assertions concerning whether any indicators of impairment had occurred with regard to the reporting unit in which the goodwill has been allocated.
	-	Reviewing management’s fair value estimate and the inputs utilized to determine such estimate.
	-	Evaluating the inputs used by management in developing their fair value estimate.
	-	Testing the accuracy of underlying data used in the fair value estimate.

●	~~Sophisticated Touch Screen control systems capable of integrating the control of simulated altitude, temperature and humidity.~~

●	~~A unique design of Air Separation Unit with only a single active part that provides for ultra-reliable operation and a design life of greater than fifteen years.~~

●	~~Proven training protocols that allow the desired training benefits to be achieved.~~

	●	~~The Continent of North America, Central America, The Continent of South America.~~

	●	~~Other territories as may be agreed from time to time, on a temporary or permanent basis.~~

	●	Gabriel Jaramillo, an officer of Altitude International Holdings, Inc., leads tennis. Mr. Jaramillo and Gregory Breunich, working alongside Nick Bollettieri, have a long-standing reputation for having assisted in the building and development of many of the finest professional athletes ever to play the game of tennis (e.g., Agassi, Sampras, Kournikova, Sharapova, Seles, and the Williams sisters) in the world.

	●	Matthew Fields leads the golf program with an extensive background as the former head of the International Junior Golf Academy. Mr. Fields has assisted in the development of Morgan Hoffman, ShanShan Feng, Richy Werenski, and Stephanie Meadow.

	●	Piotr and Kaya Marciniak – both current AVP Professional Beach players and former Poland Indoor National Team players. Mellissa Piazza is a former All-American in the US Collegiate indoor volleyball circuit. These three individuals round out the team for Altitude’s volleyball offerings.

	●	Ferdinando De Mattheis a Soccer Hall of Fame Coach who has coached four teams in Italy and one team in the U.S., heads up our soccer operations.

●	Sophisticated touch screen control systems capable of integrating the control of simulated altitude, temperature and humidity.

●	A unique design of air separation unit with only a single active part that provides for ultra-reliable operation and a design life of greater than fifteen years.

●	Proven training protocols that allow the desired training benefits to be achieved.

	●	Customer consolidation in our retail segment, or the bankruptcy of any of our larger retail customers;
	●	Restructuring charges;

	●	require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for operations, working capital, capital expenditures, future business opportunities, paying dividends or other purposes;

	●	limit our ability to obtain additional financing for working capital, acquisitions, debt service requirements and other purposes;

	●	adversely affect our ability to satisfy our financial obligations, including those related to our loan covenants;

	●	limit our ability to refinance existing debt;

	●	require us to agree to additional restrictions and limitations on our business operations and capital structure to obtain financing or to modify the terms of existing obligations;

	●	increase our vulnerability to adverse economic and industry conditions, and to interest rate fluctuations;

	●	force us to issue additional equity, possibly on terms unfavorable to existing stockholders;

	●	limit our flexibility to make, or react to, changes in our business and our industry; and

	●	place us at a competitive disadvantage, compared to our competitors that have less debt.

	●	limit our ability in the future to undertake refinancings of our debt or to obtain financing for expenditures, acquisitions, development or other general corporate needs on terms and conditions acceptable to us, if at all; or

	●	affect adversely our ability to compete effectively or operate successfully under adverse economic conditions.

	●	variations in our operating results;
	●	changes in expectations of our future financial performance, including financial estimates by securities analysts and investors;
	●	changes in operating and stock price performance of other companies in our industry;
	●	additions or departures of key personnel; and
	●	future sales of our Common Stock.

	●	Our ability to raise capital necessary to sustain our anticipated operations and implement our business plan,

	●	Our ability to implement our business plan,

	●	Our ability to generate sufficient cash to survive,

	●	The degree and nature of our competition,

	●	The lack of diversification of our business plan,

	●	The general volatility of the capital markets and the establishment of a market for our shares, and

	●	Disruption in the economic and financial conditions primarily from the impact of past terrorist attacks in the United States, threats of future attacks, police, and military activities overseas and other disruptive worldwide political and economic events and environmental weather conditions.

	3.	~~Update a back-office administration plan and adopt a staffing and management hierarchy for the multi-discipline operation.~~
	4.	Plan to expand in complementary ways, including establishing a basketball division (estimated to be ready for student athletes in 2022) and swimming and lacrosse divisions) estimated to be ready for student athletes in 2023).

	b.	Tennis, Golf, Basketball, and Academic Academies Division

	c.	Soccer Academy Division, including RUSH Soccer

	d.	Water Manufacturing / Technology Division

	e.	Cleaning and Sanitation Division

	f.	Altitude Wellness Division

	g.	Altitude Online Learning Division

	2.	Adopt a comprehensive branding, marketing, digital and social media strategy for the revenue lines above.

	3.	Update a back-office administration plan and adopt a staffing and management hierarchy for the multi-discipline operation.

	4.	Plan to expand in complementary ways, including establishing a basketball division (estimated to be ready for student athletes in 2024) and swimming and lacrosse divisions (estimated to be ready for student athletes in 2024).

-	~~Testing management’s process for developing the fair value estimate.~~

-	~~Evaluating the market indicators used by management in developing their fair value estimate.~~

-	~~Testing the completeness and accuracy of underlying data used in the fair value estimate.~~

	-	Assessing management’s application of ASC Topic 842 and (ii) evaluating relevant lease terms, provisions and other conditions included in the Company’s sale-leaseback agreement to assess the appropriateness of the conclusion that a transfer of control has or has not occurred.
	-	Evaluating whether the Company appropriately accounted for the transaction by recognizing the transaction price at the time control is was obtained and accounting for the lease in accordance with ASC Topic 842.
	-	Recalculating the finance lease obligation based on the terms of the agreement.

	2022			2021

Revenue	$	12,209,237		$	6,595,867

Operating expenses
Direct costs of revenue		9,508,184			2,862,941
Professional fees		950,456			407,401
Salary and related expenses		4,329,582			2,396,915
Stock-based compensation		222,809			657,947
Marketing expense		349,268			240,080
Rent expense		1,589,699			648,080
Depreciation and amortization expense		321,653			229,530
Other general and administrative expenses		2,496,290			1,574,975
Total operating expenses		19,767,941			9,017,869

Loss from operations		(7,558,704	)		(2,422,002	)

Other income (expenses)
Loss on settlement of debt		-			(11,754	)
Gain on forgiveness of PPP loans		20,800			614,972
Gain on bargain purchase		238,600			-
Amortization of debt discount		(839,850	)		-
Interest expense		(486,670	)		(22,833	)
Total other income (expenses)		(1,067,120	)		580,385

Net loss	$	(8,625,824	)	$	(1,841,617	)

Net loss per share - basic and fully diluted	$	(0.02	)	$	(0.01	)

Weighted average number of shares of common stock - basic and fully diluted		413,126,318			189,059,461

	Shares		Par Value		Shares		Par Value		Capital			Stock			Deficit			Deficit			Total
												Members’			Non-
	Preferred Stock				Common Stock				Additional			Deficit and			controlling
			No				No		Paid in			BHI Common			Members’			Accumulated
	Shares		Par Value		Shares		Par Value		Capital			Stock			Deficit			Deficit			Total

Balance, December 31, 2020		-	$	-		-	$	-	$	100		$	(1,981,343	)	$	(44,454	)	$	-26,005		$	(2,051,702	)
Issuance of common stock for services		-		-		3,062,500		657,947		-			-			-			-			657,947
Private placement sale of common stock of Breunich Holding, Inc.		-		-		-		-		-			1,251,000			-			-			1,251,000
Conversion of debt to common stock		-		-		181,417		87,080		-			-			-			-			87,080
Options exercised into common stock		-		-		250,000		19,250		-			-			-			-			19,250
Acquisition of Altitude International Holdings		51		-		354,576,988		29,598,672		(100	)		730,343			44,454			(1,050,259	)		29,323,110
Net loss for the year ended December 31, 2021		-		-		-		-		-			-			-			(1,841,617	)		(1,841,617	)
Balance, December 31, 2021		51	$	-		358,070,905	$	30,362,949	$	-		$	-		$	-		$	(2,917,881	)	$	27,445,068

Balance, December 31, 2021		51	$	-		358,070,905	$	30,362,949	$	-		$	-		$	-		$	(2,917,881	)	$	27,445,068
Issuance of common stock for acquisition		-		-		10,000,000		531,096		-			-			-			-			531,096
Issuance of common stock for services		-		-		5,050,000		222,809		-			-			-			-			222,809
Issuance of common stock as debt discount to loan		-		-		16,363,636		451,636		-			-			-			-			451,636
Issuance of common stock for financing		-		-		102,754,802		3,091,389		-			-			-			-			3,091,389
Net loss for the year ended December 31, 2022		-		-		-		-		-			-			-			(8,625,824	)		(8,625,824	)
Balance, December 31, 2022		51	$	-		492,239,343	$	34,659,879	$	-		$	-		$	-		$	(11,543,705	)	$	23,116,174
Balance		51	$	-		492,239,343	$	34,659,879	$	-		$	-		$	-		$	(11,543,705	)	$	23,116,174

	2022			2021

Cash flows from operating activities:
Net loss	$	(8,625,824	)	$	(1,841,617	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		321,653			229,530
Amortization of debt discount		839,850			-
Stock-based compensation		222,809			657,947
Bad debt expense		332,455			205,455
Loss on forgiveness of debt		-			11,754
Gain on bargain purchase		(238,600	)		-
Forgiveness of PPP loan		(20,800	)		(614,972	)
Change in assets and liabilities:
Accounts receivable		(584,652	)		(27,013	)
Inventory		(202,790	)		(110,699	)
Prepaid expense		(371,875	)		113,869
Franchise fees		(101,100	)		-
Deposits		(219,615	)		-
Accounts payable and accrued expenses		3,832,940			(84,658	)
Accounts payable and accrued expenses - related party		-			(113,422	)
Deferred revenue		1,362,320			(116,413	)
Net cash used in operating activities		(3,453,229	)		(1,690,239	)

Cash flows from investing activities:
Acquisition of Rush Soccer, net of cash acquired		1,216,126			-
Acquisition of ALTD, net		-			4,122
Construction in progress		(1,483,814	)		-
Purchase of fixed assets		(1,386,009	)		(1,967	)
Net cash provided by (used in) investing activities		(1,653,697	)		2,155

Cash flows from financing activities:
Proceeds from notes payable		13,857,704			500,000
Proceeds from PPP loans		-			584,377
Proceeds from private placement of BHI common stock		-			1,251,000
Proceeds from stock options exercised		-			19,250
Repayment of notes payable to related parties		-			(69,200	)
Repayment of financing		(377,483	)		-
Deferred offering costs		(197,500	)		-
Repayment of notes payable		(165,091	)		(308,181	)
Net cash provided by financing activities		13,117,630			1,977,246

Net increase in cash		8,010,704			289,162

Cash at beginning of year		423,165			134,003

Cash at end of year	$	8,433,869		$	423,165

Cash paid for interest	$	270,963		$	23,651
Cash paid for taxes	$	-		$	-

Non-cash investing and financing activities:
Issuance of common stock for financing	$	3,543,025		$	-
Issuance of common stock for accounts payable settlement	$	-		$	90,708
Fixed assets acquired through financing	$	57,759,518		$	-

	December 31,
	2022
Cash	$	1,596,138
Restricted cash included in other long-term assets (see Note 5)		6,837,731
Total cash and restricted cash shown in the statement of cash flows	$	8,433,869

	3.4.	Altitude Chambers – The normal credit terms isare 50% down with progress payments until final payment upon delivery.
	5.	Altitude Hospitality – The normal hotel terms related to the collection of revenue.

Computers, software, and office equipment		1 – 6 years
Machinery and equipment		3 – 5 years
Leasehold improvements		Lesser of lease term or estimated useful life
Operating / shop equipment		4 – 7 years
Transportation equipment Hotel		5 – 6 years 39 years

Finished Goods	$	33,000

			12/31/22		12/31/21
Finished goods			$	94,133	$	33,000
Parts	$	128,235		177,014		128,235
Golf course pro shop				29,687		-
Food and beverage				63,191		-
Total	$	161,235	$	364,025	$	161,235

	●	Level one — Quoted market prices in active markets for identical assets or liabilities;
	●	Level two — Inputs other than level one inputs that are either directly or indirectly observable; and
	●	Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.


Consideration given:

Common stock shares given	$	29,598,672		$	560,000
Future consideration					400,000
Total consideration given	$	29,598,672		$	960,000

Fair value of identifiable assets acquired, and liabilities assumed:
Cash	$	4,122		$	1,216,126
Accounts receivable					447,941
Prepaid expenses		39,208			118,150
Notes payable		(20,800	)
Other current assets					800
Fixed assets, net					9,065
Intangible asset					137,549
Loan payable					(501,724	)
Accounts payable and accrued expenses		(55,008	)		(176,275	)
Deferred revenue		(126,037	)		(219,917	)
Shareholder advance		(36,211	)
UK Sporting Edge license		300,000
Total identifiable net liabilities		105,274
Goodwill		29,493,398
Total consideration	$	29,598,672
License payable					(137,549	)
Note payable					(100,000	)
Total identifiable net asset					794,166
Bargain purchase					234,166
Common stock consideration				$	560,000

	ALTD			Soccer			Adjustments		Total
	For the Year Ended December 31, 2022
				Rush			Pro-forma
	ALTD			Soccer			Adjustments		Total
Revenue and income, net	$	9,295,346		$	3,347,897		$	-	$	12,643,243
Operating expenses		17,381,677			3,352,588			-		20,734,265
Loss from operations		(8,086,331	)		(4,691	)		-		(8,091,022	)
Other income (expense)		(1,084,318	)		140,800			-		(943,518	)
Net income (loss)	$	(9,170,649	)	$	136,109		$	-	$	(9,034,540	)
Net loss per common share – basic and fully diluted	$	(0.02	)						$	(0.02	)
Weighted average number of common shares outstanding during the period – basic and fully diluted		413,126,318								413,126,318

	2021			2020
Revenues	$	6,595,867		$	5,525,596
Net loss	$	(5,015,908	)	$	(433,834	)

	●	Construction Reserve – Utilized for the costs of capital improvements on the hotel resort. Draws taken periodically to reimburse the Company for costs. The reserve is maintained by FVP Servicing LP. The balance at closing was $3,000,000 and the balance on the balance sheet at December 31, 2022 was $245,149.

	●	Interest Reserve – Utilized for the interest payments to STORE for the monthly lease payments. The reserve is maintained by FVP Servicing LP. The balance at closing was $3,000,000 and the balance on the balance sheet at December 31, 2022 was $1,164,082.

	●	STORE Reserve – Utilized for a security deposit. The reserve is maintained by FVP Servicing LP. The balance at closing was $6,600,000 and the balance on the balance sheet at December 31, 2022 was $5,428,500.


2023	$	4,422,000
2024		4,510,440
2025		4,600,649
2026		4,692,662
Thereafter		82,775,200
Total	$	101,000,951


2023	$	30,000
2024		30,000
2025		30,000
2026		30,000
2027		30,000
Thereafter		107,500
Total	$	257,500



2023	$	6,877
2024		6,877
2025		6,877
2026		6,877
2027		6,877
Thereafter		103,164
Total	$	137,549