UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM 10-Q
☒
Quarterly report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934For the quarterly period ended SeptemberJune 30, 2017
☐
Transition report pursuant to Section 13 or 15(d) of the Exchange ActFor the transition period from _________ to _________.
ALTITUDE INTERNATIONAL HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
(f/ka/ Altitude International, Inc.)
New York | 000-55639 | 13-3778988 | ||
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer | ||
| of Incorporation) | File Number) | Identification No.) | ||
4500 SE Pine Valley Street, Port Saint Lucie, FL 33301
(Address of Principal Executive Offices)
(772)323-0625
(Registrant'sRegistrant’s Telephone Number, Including Area Code)
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 and posted on its corporate web site, if any, 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 and post such files). YES☒ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated filer ☐ | Accelerated filer ☐ | |
Non-accelerated filer | Smaller reporting company ☒ | |
| Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Regulation 12b-2 of the Exchange Act): YES ☐NO☒
Securities registered to Section 12(b) of the Act: None.
State the number of shares outstanding of each of the issuer'sissuer’s classes of common stock, as of the latest practicable date: 21,728,659 shares issued, issuable, and outstanding at November 7, 2017.as of August 11, 2021.
| Page | ||
| PART I. | FINANCIAL INFORMATION | 3 |
| Item 1. | 3 | |
| 4 | ||
| 5 | ||
| 6 | ||
| Condensed Consolidated Statements of Cash Flows (unaudited) | ||
| 8 | ||
| Item 2. | ||
| Item 3. | ||
| Item 4. | ||
| PART II. | OTHER INFORMATION | |
| Item 1. | ||
| Item 2. | ||
| Item 3. | ||
| Item 4. | ||
| Item 5. | ||
| Item 6. | ||
| 2 |
PART I. FINANCIAL INFORMATION
ALTITUDE INTERNATIONAL HOLDINGS, INC.
(UNAUDITED)
Contents
Page | |
Condensed Consolidated Financial Statements (unaudited) | |
4 | |
| 5 | |
| Condensed Consolidated Statement of Changes in Stockholders’ Equity for the | |
8-15 |
| 3 |
ALTITUDE INTERNATIONAL HOLDINGS, INC.
| September 30, | ||||
| 2017* | ||||
| (Unaudited) | ||||
| ASSETS | ||||
| Current Assets | ||||
| Cash – attorney escrow account | $ | 44,955 | ||
| Prepaid expense | 4,167 | |||
| Total Current Assets | $ | 49,122 | ||
| Office Equipment | ||||
| Office equipment | 9,584 | |||
| 9,584 | ||||
| Intangible Assets | ||||
| Trademarks | 12,130 | |||
| Total Intangible Assets | 12,130 | |||
| Total Assets | $ | 70,836 | ||
| LIABILITIES AND STOCKHOLDERS’ DEFICIENCY | ||||
| Current Liabilities | ||||
| Accounts payable – related party | $ | 4,167 | ||
| Accrued expenses | 184,920 | |||
| Shareholder’s advance | 26,764 | |||
| Total Current Liabilities | 215,851 | |||
| Total Liabilities | 215,851 | |||
| Commitments and Contingencies | ||||
| Stockholders’ Deficiency | ||||
| Preferred Stock - no par value, 5,000,000 shares authorized, no shares issued and outstanding | - | |||
Common stock - no par value, 70,000,000 shares authorized, at September 30, 2017, 21,728,659 shares issued and outstanding at September 30, 2017 | 237,269 | |||
| Additional Paid in capital | (149,769 | ) | ||
| Accumulated deficit | (232,515 | ) | ||
| Total Stockholders’ Deficiency | (145,015 | ) | ||
| Total Liabilities and Stockholders’ Deficiency | $ | 70,836 | ||
(f/k/a Altitude International, Inc.)
and therefore no comparative numbers for December 31, 2016 exist.
Condensed Consolidated Balance Sheets
(unaudited)
| June 30, | December 31, | |||||||
| 2021 | 2020 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | 4,122 | $ | 485 | ||||
| Prepaid expense | 39,208 | 3,000 | ||||||
| Total current assets | 43,330 | 3,485 | ||||||
| Total assets | $ | 43,330 | $ | 3,485 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Notes payable - related party | $ | - | $ | 69,200 | ||||
| Notes payable | 20,800 | 20,800 | ||||||
| Accounts payable and accrued expenses | 55,008 | 62,053 | ||||||
| Accounts payable and accrued expenses - related party | - | 113,422 | ||||||
| Due to Breunich Holding Inc. | 193,328 | - | ||||||
| Stockholders’ advance | 36,211 | 36,211 | ||||||
| Deferred revenue | 126,037 | - | ||||||
| Total current liabilities | 431,384 | 301,686 | ||||||
| Total liabilities | 431,384 | 301,686 | ||||||
| Commitments and contingencies - Note 5 | - | - | ||||||
| Stockholders’ deficit | ||||||||
| Preferred stock - 0 par value, shares authorized, shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively | - | - | ||||||
| Common stock - 0 par value, shares authorized, and shares issued, issuable, and outstanding at June 30, 2021 and December 31, 2020, respectively | 6,175,574 | 3,091,136 | ||||||
| Additional paid in capital | (175,279 | ) | (175,279 | ) | ||||
| Accumulated deficit | (6,388,349 | ) | (3,214,058 | ) | ||||
| Total stockholders’ deficit | (388,054 | ) | (298,201 | ) | ||||
| Total liabilities and stockholders’ deficit | $ | 43,330 | $ | 3,485 | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
For the three months ended | For the period from May 18, 2017 (Date of Inception) To | |||||||
September 30, 2017 | September 30, 2017 | |||||||
| Revenue | $ | - | $ | - | ||||
| Operating Expenses | ||||||||
| Professional fees | 30,040 | 30,040 | ||||||
| Other general and administrative expenses | 188,686 | 202,475 | ||||||
| Total operating expenses | 218,726 | 232,515 | ||||||
| Loss from operations | (218,726 | ) | (232,515 | ) | ||||
| Total Other Income (Expenses), Net | - | - | ||||||
| Net loss before tax | (218,726 | ) | (232,515 | ) | ||||
| Provision for income taxes | - | - | ||||||
| Net loss | $ | (218,726 | ) | $ | (232,515 | ) | ||
Earnings per share - basic and fully diluted | $ | (0.00 | ) | $ | (0.00 | ) | ||
Weighted-average number of shares of common stock outstanding - basic and fully diluted | 21,728,659 | 27,008,674 | ||||||
(unaudited)
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Revenue | $ | - | $ | 593 | $ | - | $ | 1,186 | ||||||||
| Operating expenses | ||||||||||||||||
| Direct costs of revenue | - | - | - | - | ||||||||||||
| Professional fees | 89,892 | 13,590 | 107,567 | 45,333 | ||||||||||||
| Salary expenses | 36,488 | 31,250 | 65,435 | 62,500 | ||||||||||||
| Stock-based compensation | 10,363 | 3,509 | 2,978,108 | 7,334 | ||||||||||||
| Other general and administrative expenses | 52,061 | 26,532 | 60,444 | 58,983 | ||||||||||||
| Total operating expenses | 188,804 | 74,881 | 3,211,554 | 174,150 | ||||||||||||
| Loss from operations | (188,804 | ) | (74,288 | ) | (3,211,554 | ) | (172,964 | ) | ||||||||
| Other income (expenses) | ||||||||||||||||
| Gain on settlement of debt | 0 | - | 41,254 | - | ||||||||||||
| Interest expense | (38 | ) | (403 | ) | (3,991 | ) | (7,755 | ) | ||||||||
| Total other income (expenses) | (38 | ) | (403 | ) | 37,263 | (7,755 | ) | |||||||||
| Net loss | $ | (188,842 | ) | $ | (74,691 | ) | $ | (3,174,291 | ) | $ | (180,719 | ) | ||||
| Earnings per share - basic and fully diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.06 | ) | $ | (0.00 | ) | ||||
| Weighted average number of shares of common stock - basic and fully diluted | 58,646,269 | 42,947,254 | 56,940,822 | 39,530,169 | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
| For the period from | ||||
May 18, 2017 (Date of Inception) | ||||
To September 30, 2017 | ||||
| Operating Activities: | ||||
| Net loss | $ | (232,515 | ) | |
| Adjustments to reconcile net loss from operations to net cash used in operating activities: | ||||
| Depreciation Expense | 871 | |||
| Amortization Expense | 154 | |||
| Change in assets and liabilities: | ||||
| Prepaid expense | (4,167 | ) | ||
| Accounts payable – related party | 4,167 | |||
| Accrued expenses | 184,920 | |||
| Net Cash Used In Operating Activities | (46,570 | ) | ||
| Investing Activities: | ||||
| Purchase of plant and equipment | (10,455 | ) | ||
| Purchase of trademark | (12,284 | ) | ||
| Net Cash Used In Investing Activities | (22,739 | ) | ||
| Financing Activities: | ||||
| Issuance of Common Stock, net of transaction cost $12,500 | 87,500 | |||
| Shareholder’s Advance | 26,764 | |||
| Net Cash Provided By Financing Activities | 114,264 | |||
| Net Increase in Cash | 44,955 | |||
| Cash, Beginning Of Period | - | |||
| Cash, End Of Period | $ | 44,955 | ||
| Supplemental Disclosure of Cash Flow Information: | ||||
| Cash paid during the period: | ||||
| Interest paid | $ | - | ||
| Income taxes paid | $ | - | ||
| Supplemental Disclosure of Non-cash Flow investing activities: | ||||
| Acquisition of office equipment by a shareholder | $ | 10,455 | ||
| Acquisition of trademark by a shareholder | $ | 12,284 | ||
June 30, 2021 and 2020
(unaudited)
| Shares | Par Value | Capital | Deficit | Total | ||||||||||||||||
| Common Stock | Additional | |||||||||||||||||||
| No | Paid in | Accumulated | ||||||||||||||||||
| Shares | Par Value | Capital | Deficit | Total | ||||||||||||||||
| Balance, December 31, 2019 | 36,075,995 | $ | 2,669,024 | $ | (183,183 | ) | $ | (2,885,511 | ) | $ | (399,670 | ) | ||||||||
| Issuance of common stock for services | 37,500 | 1,876 | - | - | 1,876 | |||||||||||||||
| Conversion of debt to common stock | ||||||||||||||||||||
| Conversion of debt to common stock,shares | ||||||||||||||||||||
| Options exercised into common stock | ||||||||||||||||||||
| Options exercised into common stock,shares | ||||||||||||||||||||
| Amortization of stock options | - | - | 1,949 | - | 1,949 | |||||||||||||||
| Net loss for the period ended March 31, 2020 | - | - | - | (106,028 | ) | (106,028 | ) | |||||||||||||
| Balance, March 31, 2020 | 36,113,495 | $ | 2,670,900 | $ | (181,234 | ) | $ | (2,991,539 | ) | $ | (501,873 | ) | ||||||||
| Issuance of common stock for services | 37,500 | 1,538 | - | - | 1,538 | |||||||||||||||
| Conversion of debt to common stock | 7,390,144 | 257,916 | - | - | 257,916 | |||||||||||||||
| Amortization of stock options | - | - | 1,971 | - | 1,971 | |||||||||||||||
| Net loss for the period ended June 30, 2020 | - | - | - | (74,691 | ) | (74,691 | ) | |||||||||||||
| Balance, June 30, 2020 | 43,541,139 | $ | 2,930,354 | $ | (179,263 | ) | $ | (3,066,230 | ) | $ | (315,139 | ) | ||||||||
| Balance, December 31, 2020 | 51,487,764 | $ | 3,091,136 | $ | (175,279 | ) | $ | (3,214,058 | ) | $ | (298,201 | ) | ||||||||
| Issuance of common stock for services | 6,702,500 | 2,967,746 | - | - | 2,967,746 | |||||||||||||||
| Conversion of debt to common stock | 181,417 | 87,080 | - | - | 87,080 | |||||||||||||||
| Options exercised into common stock | 250,000 | 19,250 | - | - | 19,250 | |||||||||||||||
| Net loss for the period ended March 31, 2021 | - | - | - | (2,985,449 | ) | (2,985,449 | ) | |||||||||||||
| Balance, March 31, 2021 | 58,621,681 | $ | 6,165,212 | $ | (175,279 | ) | $ | (6,199,507 | ) | $ | (209,574 | ) | ||||||||
| Issuance of common stock for services | 37,500 | 10,362 | - | - | 10,362 | |||||||||||||||
| Net loss for the period ended June 30, 2021 | - | - | - | (188,842 | ) | (188,842 | ) | |||||||||||||
| Balance, June 30, 2021 | 58,659,181 | $ | 6,175,574 | $ | (175,279 | ) | $ | (6,388,349 | ) | $ | (388,054 | ) | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
For the Six Months ended June 30, 2017
| Common Stock | Additional | |||||||||||||||||||
| No of | No | Paid in | Accumulated | |||||||||||||||||
| Shares | Par Value | Capital | Deficit | Total | ||||||||||||||||
| Balance, May 14, 2017 | - | - | - | - | - | |||||||||||||||
| Issuance of shares upon incorporation – May 18, 2017 | 6,102,000 | 6,102 | (6,102 | ) | - | - | ||||||||||||||
| Recapitalization for reverse merger – restatement adjustment of shares issued at incorporation | 15,126,659 | 143,667 | (143,667 | ) | - | - | ||||||||||||||
| Issuance of common stock, net of transaction cost $12,500 | 500,000 | 87,500 | - | - | 87,500 | |||||||||||||||
| Net loss for the period | - | - | - | (232,515 | ) | (232,515 | ) | |||||||||||||
| Balance, September 30, 2017 - unaudited | 21,728,659 | $ | 237,269 | $ | (149,769 | ) | $ | (232,515 | ) | $ | (145,015 | ) | ||||||||
(unaudited)
| 2021 | 2020 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (3,174,291 | ) | $ | (180,719 | ) | ||
| Adjustments to reconcile net loss to net cash used in operations: | ||||||||
| Depreciation expense | - | 1,745 | ||||||
| Amortization expense | - | 306 | ||||||
| Gain on settlement of debt | 41,254 | - | ||||||
| Stock-based compensation | 2,978,108 | 7,334 | ||||||
| Change in assets and liabilities: | ||||||||
| Prepaid expense | (36,208 | ) | (2,174 | ) | ||||
| Accounts payable and accrued expenses | (7,046 | ) | 14,318 | |||||
| Accounts payable and accrued expenses - related party | (67,595 | ) | 75,976 | |||||
| Due to Breunich Holdings, Inc. | 193,328 | - | ||||||
| Deferred revenue | 126,037 | (1,189 | ) | |||||
| Net cash provided by (used in) operating activities | 53,587 | (84,404 | ) | |||||
| Cash flows from financing activities: | ||||||||
| Proceeds from stock options exercised | 19,250 | - | ||||||
| Proceeds from loan | - | 20,800 | ||||||
| Proceeds from related party loans and advances | - | 57,989 | ||||||
| Repayment of notes payable to related parties | (69,200 | ) | - | |||||
| Net cash provided by (used in) financing activities | (49,950 | ) | 78,789 | |||||
| Net increase (decrease) in cash | 3,637 | (5,615 | ) | |||||
| Cash at beginning of period | 485 | 8,267 | ||||||
| Cash at end of period | $ | 4,122 | $ | 2,652 | ||||
| Cash paid for interest | $ | - | $ | - | ||||
| Cash paid for taxes | $ | - | $ | - | ||||
| Non-cash investing and financing activities: | ||||||||
| Conversion of related party debt to common stock | $ | 90,708 | $ | 257,916 | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 7 |
ALTITUDE INTERNATIONAL HOLDINGS, INC.
(f/k/a Altitude International, Inc.)
and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
June 30, 2017
(unaudited)
NOTE 1 — BACKGROUND AND DESCRIPTION– NATURE OF BUSINESS
Company Background
Altitude International Holdings, Inc. (“Titan”(f/k/a Altitude International, Inc., the “Company,” “we,” “us,” “our,” or the “Company”“Altitude-NY”), was incorporated in the State of New York on July 13, 1994.
On June 27, 2017, the Company successfully closed a Share Exchange transaction (“Share(the “Share Exchange”) with the shareholders of Altitude International, Inc,Inc. (“Altitude”), a Wisconsin corporation. Altitude was incorporated on May 18, 2017, under the laws of the state of Wisconsin. Wisconsin and has been operating as a wholly owned subsidiary of Altitude-NY since the Share Exchange. Altitude will operate operates through Northern, Central, and South America sales by way of its sole distribution agreement with Woodway Inc. 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.
On February 13, 2018, the majority of Altitude
On
On April 24, 2020, the Company formed a wholly owned subsidiary in Wisconsin called “Altitude Sports Management Corp.,
On August 21, 2020, the Company filed with the State of New York to change the name from Altitude International, Inc. to Altitude International Holdings, Inc.
Further, on January 17, 2021, Altitude International Holdings, Inc. (the “Company” or “Altitude”) entered into a share exchange transactionLetter of Intent (the “LOI”) with
Upon the terms and subject 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 % of the common shares of Altitude, and Altitude shareholders would own approximately % of the common shares of Altitude, with such percentages calculated on a changefully diluted basis; and (iii) BHI has the right to appoint a majority of controlthe directors of TitanAltitude following the Share Exchange.
The completion of the Share Exchange would be subject to the satisfaction of specific conditions set forth in the LOI, including 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”).
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 shares.
On May 28, 2021, the Company’s Board of Directors, as allowed in the Company’s Bylaws, approved an increase to the maximum number of individuals on the Board of Directors to thirteen.
On July 6, 2021, Altitude International Holdings, Inc. (“Altitude” or the “Company”) entered into a Share Exchange Agreement (the “Agreement”) with Breunich Holdings, 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 Share Exchange,Agreement, the Company agreed to issue 6,102,000 shares of its common stock to all the individual shareholders of Altitude, holding 6,102,000BHI in exchange for 100% ownership of BHI. The Company also agreed to issue shares of Altitudeits Series A preferred stock onto Greg Breunich for his services as an officer of BHI.
Following the Agreement, BHI will be a pro rata basis (one to one share exchange). In exchange for this stock issuance, the Company received 100% of the outstanding shares of Altitude. Following this Share Exchange, Altitude became a wholly-ownedwholly owned subsidiary of Titan. There was a cancellation of 14,700,000 shares of common stock of Titan that was held by Titan’s former majority stockholder as part of the share exchange agreement, which all had a net effect of a decrease of 8,598,000 shares in Titan outstanding shares. The business, assets and liabilities of Titan has changed as a result of this reverse acquisition by Altitude, to Altitude’s business plan.
At the reverse acquisition.
On June 27, 2017,July 21, 2021, the Company issued 500,000 sharesfiled a Certificate of its common stockDesignation for Series A Preferred Stock. The Company received confirmation of the filing from the New York Secretary of State on July 27, 2021.
| 8 |
Nature of Operations
The product designs to an accredited investor pursuantbe licensed from Sporting Edge UK, Ltd (“Sporting Edge UK”) are proven and cover a wide range of room sizes. The only requirement is to change from metric to imperial sizes where necessary.
There are three unique elements to the Altitude product:
| ● | 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. |
Altitude is transitioning to a Subscription Agreement for $100,000, or $0.20 per share which was kept at escrow account. During the recapitalization, the Company incurred legal feesmore multi-discipline enterprise, blending performance-based education, sports, science, and technology. The targeted consumer segments include, but are not limited to, juniors, adults, and professionals. ALTD’s multi-discipline approach consists of $12,500 which was paid through the attorney’s escrow accountwholly owned stand-alone academies, wellness, and recorded as transaction costs which were netted against the $100,000 proceeds. There is $44,955 remaining in the attorney’s escrow account at September 30, 2017, reported on the accompanying condensed consolidated balance sheet.
Altitude International IncHoldings, Inc.
Altitude International Holdings, Inc. (“Altitude”)
On June 27, 2017, after the closing of certain Stock Purchase Agreements, in private sale transaction and the Share Exchange Agreement, a change of control of Titanthe Company occurred see recapitalization of Altitude mentioned above. Dave Vincent is nowand the majority shareholdernew operational focus of the Company owning 51.3 % of the issuedcommenced. See Notes 6 and outstanding common shares of Titan.
Altitude will operate through Northern, Central, and South America sales by way of its sole distribution agreement with Woodway Inc. 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.
Changes in Management and the Board of Directors
On June 27, 2017, pursuant to the Closing of the Share Exchange Agreement, Mr. Dave VincentJanuary 25, 2019, Robert Kanuth was appointed as the Company’s new CEO and Abraham RosenblumDavid Vincent resigned as CEO. Additionally, Mr.CEO and was appointed as the Company’s Chief Technology Officer.
On June 27, 2019, Greg Anthony and Peter Sandore were elected to serve on the Board of Directors.
On August 20, 2019, Dave Vincent resigned as a director and CTO of the Company.
On September 19, 2019, Greg Anthony was appointed as President of the Company.
On July 6, 2020, Greg Whyte resigned as a director of the Company.
On July 6, 2020, Greg Whyte resigned as a director of the Company.
On July 28, 2020, Peter Sandore resigned as director of the Company.
On December 20, 2020, Greg Whyte, David Vincent, and Mr. Robert KanuthGreg Breunich were appointed as directors of the Company to fill the vacancies left upon the resignation of its former directors.
On January 6, 2021, Robert Kanuth, Chief Executive Officer, Chief Financial Officer, and a member of the Board of Directors resigned as Chief Executive Officer and Chief Financial Officer of the Company. He also resigned as Chairman of the Board of Directors but remains a member of the Board of Directors of the Company.
On January 6, 2021, Greg Breunich was appointed Chief Executive Officer, Chief Financial Officer, and Chairman of the Board of Directors of the Company.
On February 2, 2021, Greg Anthony was appointed Chief Communications Officer and Company Spokesperson of the Company.
On March 19, 2021, Joseph B. Frost resigned as a director and officer of the Company.
On March 24, 2021, Gabe Jaramillo was appointed as Executive Vice President and Director of Tennis Training. On March 26, 2021, Mr. Robert Klein resigned.
On July 23, 2021, Scott Del Mastro was appointed to the Board of Directors of the Company.
NOTE 2 — – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles generally accepted in the United States of America and has a year-end of December 31.
Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations, and cash flows of the Company for the respective periods being presented.
The unaudited condensed consolidated financial statements includeof the accounts of
| 9 |
Going Concern and material, would be disclosed.
We have incurred recurring losses since inception and expect to Continuecontinue to incur losses as a Going Concern (“ASU 2014-15”).” In August 2014, FASB issued guidance that requires management to perform interimresult of legal and annual assessments of an entity’s ability to continue asprofessional fees and our corporate general and administrative expenses. At June 30, 2021, we had $4,122 in cash. Our net losses incurred for the six months ended June 30, 2021, were $3,174,291 and working capital deficit was $388,054 at June 30, 2021. As a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raiseresult, there is substantial doubt about the entity’sour 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 updatedCompany 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 financial statements have been prepared assuming that the Company will continues as a going concern.
| 10 |
Recent Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options, which simplifies accounting for convertible instruments. The new guidance waseliminates two of the three models in ASC 470-20 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, 2023. The Company is currently evaluating the Companyimpact of ASU 2020-06 on December 31, 2016. We have implemented this new accounting standard and we will update our liquidity disclosures as necessary.
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.
NOTE 3 – NOTES PAYABLE
SCHEDULE OF NOTES PAYABLE
| Note payable | ||||||||||||||||||||||||
| June 30, 2021 | December 31, 2020 | |||||||||||||||||||||||
| Accrued | Accrued | |||||||||||||||||||||||
| Principal | Interest | Total | Principal | Interest | Total | |||||||||||||||||||
| Joseph B. Frost | $ | - | $ | - | $ | - | $ | 40,000 | $ | 22,723 | $ | 62,723 | ||||||||||||
| Joseph B. Frost | - | - | - | 500 | 86 | 586 | ||||||||||||||||||
| Joseph B. Frost | - | - | - | 10,000 | 4,853 | 14,853 | ||||||||||||||||||
| Joseph B. Frost | - | - | - | 13,000 | 6,231 | 19,231 | ||||||||||||||||||
| Robert Kanuth | - | - | - | 1,500 | 88 | 1,588 | ||||||||||||||||||
| Robert Kanuth | - | - | - | 4,200 | 240 | 4,440 | ||||||||||||||||||
| Total | $ | - | $ | - | $ | - | $ | 69,200 | $ | 34,221 | $ | 103,421 | ||||||||||||
On March 2, 2018, Frost, then a director, loaned the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): RecognitionCompany $40,000 in the form of a promissory note. The note bears interest of 20% and Measurementhas the term of Financial Assetsone year, at which time all principal and Financial Liabilities (“ASU 2016-01”), which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01interest will be effective forpaid in a balloon payment. In February 2021, the Company beginningpaid this note and accrued interest.
On July 30, 2018, Frost, then a director, loaned the Company $10,000 in its first quarterthe form of 2019.a promissory note. The Company does not believenote bears interest of 20% and has the adoptionterm of ASU 2016-01 will have a material impact on its consolidated financial statements.
On August 10, 2018, Frost, a director, loaned the Company $13,000 in its first quarterthe form of 2021a promissory note. The note bears interest of 20% and early adoption is permitted. The Company does not believehas the adoptionterm of ASU 2016-13six months, at which time all principal and interest will havebe paid in a material impact on its consolidated financial statements.
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 modified lease accounting for both lesseestime all principal and lessors to increase transparency and comparability by recognizing lease assets and lease liabilities by lessees for those leases classified as operating leases under previous accounting standards and disclosing key information about leasing arrangements. ASU 2016-02interest will be effective forpaid in a balloon payment. In February 2021, the Company beginningpaid this note and accrued interest.
| 11 |
On April 9, 2020, Kanuth, an officer and director, loaned the Company $1,500 in its first quarterthe form of 2020,a promissory note. The note bears interest of 8% and early adoption is permitted. The Company is currently evaluatinghas the timingterm of its adoptionone year, at which time all principal and the impact of adopting ASU 2016-02 on its financial statements.
On April 15, 2020, Kanuth, an officer and director, loaned the Company beginning$4,200 in its first quarterthe form of 2018.a promissory note. The Company is currently evaluatingnote bears interest of 8% and has the impactterm of adopting ASU 2016-09 on its consolidated financial statements.
On May 5, 2020, the Company in its first quarter of 2019. The Company is currently evaluating the impact of adopting ASU 2016-16 on its consolidated financial statements.
September 30, 2017 | ||||
| Office equipment | $ | 10,455 | ||
| Less: Accumulated depreciation | (871 | ) | ||
| $ | 9,584 | |||
September 30, 2017 | ||||
| Trademark | $ | 12,284 | ||
| Less: Accumulated amortization | (154 | ) | ||
| $ | 12,130 | |||
Total September 30 | Deferred Tax Asset | |||||||
| 2017 | 2017 | |||||||
| Net operating loss carry-forward | 233,000 | 88,000 | ||||||
| Less: valuation allowance | (233,000 | ) | (88,000 | ) | ||||
| Total | $ | - | $ | - | ||||
| 2017 | ||||
| Tax benefit at U.S. federal statutory rate | $ | (88,000 | ) | |
| State income taxes/(benefit) before valuation allowance, net of federal benefit | - | |||
| Increase in valuation allowance | 88,000 | |||
| Total provision for income tax benefit | $ | - | ||
NOTE 4 – COMMITMENTS AND CONTINGENCIES
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 of September 30, 2017,May 6, 2021, the Company did not have any legal actions pending against it.
On June 27, 2017, Altitude International, Inc., (“Licensee” or “the Company) entered a license agreement with Sporting Edge UK Ltd.(see Note 1), Inc., a related company in United Kingdom (“Licensor”), the licensorSporting Edge UK is the sole and exclusive owner of and has the right to license to licensee the ability to manufacture and sell rights to the full range of membrane basedmembrane-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 Ltd or Mr. David Vincent.
| 12 |
On January 24, 2019, Altitude and Sporting Edge UK Ltd (“Licensor”) agreed to grant the licensee exclusive right andentered 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 Manufacturingrevised agreement is $1.00 per year. The product line ranges from personal at home use machines to fully integrated environmental rooms and Sales Rightschambers. Altitude has the licensing rights to use all technology to manufacture the products and to sell them (directly or through distributors) in the Territory includingfollowing territories:
| ● | 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. |
All amounts due under the Continent of North America, Central America and the Continent of South America. 2017 license agreement were waived, as were all royalty fees.
NOTE 5 – RELATED PARTY TRANSACTIONS
On the effective date of this agreement and for a period of 5 years thereafter,April 30, 2021, the Company (“Licensee”) shall pay upfront payment of $10,000paid Robert Kanuth $20,000 as a settlement for all liabilities owed to Licensor annually. In addition, commencing on the sixth anniversary of the effective date the licensee shall pay continuing royalty fees on all sales of product manufactured using the IP. The royalty payable shall be calculated as 0.5% of the Sale Price. The Company recorded the payment due of $4,167 under Prepaid expenses and accounts payable as of September 30, 2017.
As of SeptemberJune 30, 2017, the balance due to our current CEO, Mr. Dave Vincent was recorded under Shareholder’s Advance approximately $26,764,2021, Breunich Holding Inc., which is a verbal agreement, non-interest bearing, unsecuredcontrolled by Greg Breunich, the chief executive officer, chief financial officer and payable on demand. These advances included $10,455 of acquisition of office equipment and $12,284 of acquisition of trademark which were disclosed at supplemental disclosure of non-cash flow investing activities of the statement of cash flow.
NOTE 6 – STOCKHOLDERS’ EQUITY
Preferred Stock
On February 5, 2015, the Board of an aircraft in which heDirectors of the Company authorized shares of preferred stock with 0 par value. Each share of the preferred stock is entitled to one vote and is convertible into one share of common stock.
As of June 30, 2021, and December 31, 2020, the Company has an interest in. These travel expenses totaled $123,750 for the three months ended September 30, 2017 preferred stock issued and for the period from May 18, 2017 to September 30, 2017. This amount is included in accrued expenses at September 30, 2017.
Common Stock
Altitude was incorporated on May 18, 2017, under the laws of the state of Wisconsin with 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 June 12, 2017, Altitude issued 6,102,000February 10, 2021, the Company filed amended Articles of Incorporation with the State of New York to amend its authorized shares of its common stock atby an additional whereas the total authorized is a total of 605,000,000 shares of capital stock consisting of (i) shares of common stock, 0 par value, and (ii) shares of $0.001 per share as founderpreferred stock, 0 par value.
On January 1, 2021, the Company was contractually obligated to issue its legal counsel shares of common stock for future potential services from 15 individuals, including Mr. Dave Vincent, who is the majority equity interest shareholder and the directorlegal work for January 2021. The common stock of the Company withis thinly traded and had a total recorded at par value of $6,102.$ per share, therefore the Company recorded the transaction at $1,288.
| 13 |
On
February 1, 2021, the Company was contractually obligated to issue its legal counsel shares of common stock for legal work for February 2021. The common stock of the Company is thinly traded and had a value of $ per share, therefore the Company recorded the transaction at $3,687.On February 2, 2021, the Company issued shares of common stock for services as follows: Elizabeth K. Stahl, ; Robin K. Walker, ; Greg Whyte,; and Greg Anthony, .
On February 8, 2021, Frost exercised options at $ per share for $19,250.
On March 1, 2021, the Company was contractually obligated to issue its legal counsel shares of common stock for legal work for March 2021. The common stock of the Company is and had a value of $ per share, therefore the Company recorded the transaction at $8,850.
On April 1, 2021, the Company was contractually obligated to issue its legal counsel shares of common stock for legal work for April 2021. The common stock of the Company is and had a value of $ per share, therefore the Company recorded the transaction at $5,100.
On May 1, 2021, the Company was contractually obligated to issue its legal counsel shares of common stock for legal work for May 2021. The common stock of the Company is and had a value of $ per share, therefore the Company recorded the transaction at $2,750.
On June 27,1, 2021, the Company was contractually obligated to issue its legal counsel shares of common stock for legal work for June 2021. The common stock of the Company is and had a value of $ per share, therefore the Company recorded the transaction at $2,512.
As of June 30, 2021, and December 31, 2020, the Company has and shares of 0par common stock issued, issuable, and outstanding.
Stock Option Plan
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 options to Vincent. The exercise price is $. The Black-Scholes calculation valued the options at $, Titan or $ per share. As of June 30, 2021, $ was amortized. These options expired three months following Vincent’s resignation because they were not exercised prior to that time.
On January 25, 2019, the Company issued options to Frost. The exercise price is $. The Black-Scholes calculation valued the options at $, or $ per share. On February 8, 2021, Frost exercised the options at $ per share for $19,250.
There are currently no stock options currently issued and outstanding under the 2017 Plan, as all remaining stock options issued and outstanding were exercised on February 8, 2021.
NOTE 7 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission. The Company has determined that there are no other such events that warrant disclosure or recognition in the financial statements, except as stated herein.
The outbreak of the coronavirus (COVID-19) resulted in increased travel restrictions, and shutdown of businesses, which may cause slower recovery of the economy. We may experience impact from quarantines, market downturns and changes in customer behavior related to pandemic fears and impact on our workforce if the virus continues to spread. In addition, one or more of our customers, partners, service providers or suppliers may experience financial distress, delayed or defaults on payment, file for bankruptcy protection, sharp diminishing of business, or suffer disruptions in their business due to the outbreak. The extent to which the coronavirus impacts our results will depend on future developments and reactions throughout the world, which are highly uncertain and will include emerging information concerning the severity of the coronavirus and the actions taken by governments and private businesses to attempt to contain the coronavirus. It is likely to result in a potential material adverse impact on our business, results of operations and financial condition. Wider-spread COVID-19 globally could prolong the deterioration in economic conditions and could cause decreases in or delays in advertising spending and reduce and/or negatively impact our short-term ability to grow our revenues. Any decreased collectability of accounts receivable, bankruptcy of small and medium businesses, or early termination of agreements due to deterioration in economic conditions could negatively impact our results of operations.
On July 6, 2021, the Company issued shares of common stock to Jeff Deforrest.
On July 6, 2021, the Company issued shares to FMW Media Corp, LLC.
Acquisition of Breunich Holdings, Inc.
On July 6, 2021, Altitude International Holdings, Inc. (“Altitude” or the “Company”) entered into a share exchange transactionShare Exchange Agreement (the “Agreement”) with Breunich Holdings, 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 and the shareholders of Altitude. Wellness LLC.
Pursuant to the terms of the Share Exchange,Agreement, the Company agreed to issue 6,102,000 shares of its common stock to the individual shareholders of Altitude on a pro rata basisBHI in exchange for receive 100% ownership of theBHI (the “Share Compensation”). The Company also agreed to issue shares of Altitude. its Series A preferred stock to Greg Breunich for his services as an officer of BHI.
Following the Share Exchange, Altitude becameAgreement, BHI will be a wholly-ownedwholly owned subsidiary of the Company.
At the Share Exchange Agreement, there were 29,826,659 shares of common stock of the Company issued and outstanding, 14,700,000 of which were cancelled on June 27, 2017. As consideration for the Share Exchange Agreement, the shareholders of Altitude received a total of 6,102,000 restricted shares of Titan proportionate to their shareholdings in Altitude.
On July 21, 2021, the Company issued 500,000 sharesfiled a Certificate of its common stock to an accredited investor pursuant to a Subscription AgreementDesignation for $100,000, or $0.20 per share. Total proceedSeries A Preferred Stock. The Company received was $87,500 after paying transaction costsconfirmation of $12,500. Immediately following the Share Exchange agreement, there will are 21,728,659 sharesfiling of common stock issued and outstanding and no shares of preferred stock outstanding.July 27, 2021.
| 14 |
The statements contained in the following MD&A and elsewhere throughout this Quarterly Report on Form 10-Q, 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.
This discussion should be read in conjunction with our financial statements on our 2020 Form 10-K, and our financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q.
Results of Operations
For the three months ended SeptemberJune 30, 2017
Revenue
The Company had no revenue of $0 for the three months ended SeptemberJune 30, 2017.
Operating Expenses
The following table presents our totalCompany had operating expenses of $188,804 for the three months ended SeptemberJune 30, 2017:
| For the three months ended | ||||
| September 30, 2017 | ||||
| Advertising expenses | $ | 10,384 | ||
| Legal and professional fee | 30,040 | |||
| Travel expenses | 169,998 | |||
| Other general and administrative costs | 8,304 | |||
| Operating expenses | $ | 218,726 | ||
Net Loss
The Company had a net loss of $218,726$188,842 for the three months ended SeptemberJune 30, 2017. Increases in net loss were due primarily2021, compared to the abovementioned effect.
For the period from May 18, 2017 (Date of Inception)six months ended June 30, 2021, compared to Septemberthe six months ended June 30, 2017
Revenue
The Company had no revenue of $0 for the six months ended June 30, 2021, compared to $1,186 for the comparable period from May 18, 2017 (Date of Inception)in 2020. The Company has experienced delays in sales in 2021 and 2020 due to September 30, 2017.
Operating Expenses
The following table presents our totalCompany had operating expenses of $3,211,554 for the six months ended June 30, 2021, compared to $174,150 for the six months ended June 30, 2020. The increase was primarily due to stock-based compensation of $2,978,108 for 2021 compared to $7,334 for the same period from May 18, 2017 (Datein 2020 and the reduction of Inception)operations in 2020 due to September 30, 2017:
| For the period from | ||||
May 18, 2017 (Date of Inception) to | ||||
| September 30, 2017 | ||||
| Advertising expenses | $ | 10,384 | ||
| Legal and professional fee | 30,040 | |||
| Travel expenses | 179,781 | |||
| Other general and administrative costs | 12,610 | |||
| Operating expenses | $ | 232,515 | ||
Net Loss
The Company had a net loss of $232,515$3,174,291 for the period from May 18, 2017 (Date of Inception)six months ended June 30, 2021, compared to September 30, 2017. Increases in net loss were due primarily to the abovementioned effect.
Liquidity and Capital Resources
As of June 30, 2017,2021, the Company had cash and cash equivalents of approximately $44,955. The Company has financed its cash requirements from$4,122. We do not have sufficient resources to effectuate our business. We expect to incur a minimum of $320,000 in expenses during the salenext twelve months of common stockoperations. We estimate that these expenses will be comprised primarily of general expenses including overhead, legal and advances from related parties. Also at September 30, 2017, the Company had current liabilities of $215,851 consisting of shareholder’s advance of $26,764 and other current liabilities of $189,087. Uses of funds have included activities to establish our business, professional fees and other general and administrative expenses.
Operations provided cash of $53,587 for the six months ended June 30, 2021. The positive cash flow from operating activities for the six months ended June 30, 2021, is attributable to the conversion of debt into common stock.
We used cash in investing for financing activities of $0 for the six months ended June 30, 2021.
We had cash used in financing activities for the six months ended June 30, 2021, of $49,950.
We will have to raise funds to pay for our expenses. We may have to borrow money from shareholders or issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds for our operations will have a severe negative impact on our ability to remain a viable company.
| 15 |
Plan of Operation
The Company will produceproduces systems under license from Sporting Edge UK Ltd.UK. These systems include the control of simulated altitude as a minimum and often the simultaneous control of temperature and humidity, providing a full environmental capability. Also included in the license are the Training Protocols that Sporting Edge UK has established to ensure that the optimum results are achieved by athletes using the altitude facilities.
The 2021 operational plan consists of:
| 1. | Establishing the different classes associated with the expanded ALTD operations. The divisions to include: |
| ● | Altitude Chamber Technology Division |
| ● | Tennis, Golf, Basketball, and Academic Academies Division |
| ● | Soccer Academy Division |
| ● | Water Manufacturing/Technology Division |
| ● | Cleaning and Sanitation Division |
| ● | Altitude Wellness Division |
| 2. | Adopt a comprehensive branding, marketing, digital and social media strategy for the revenue lines above. |
| 3. | Update back-office administrative plan and adopt a staffing and management hierarchy for the multi-discipline operation. |
On February 17, 2021, Altitude International Holdings, Inc. entered into a Proposal for Services with Orlando Magic Ltd. through which the Company agreed to manufacture, install and commission an altitude chamber at the Orlando Magic Training Facility in Orlando, FL. On February 22, 2022, the Company entered into a Sponsorship Agreement with the Orlando Magic.The revenue will lease space innot be recognized until the Woodway facility in Waukesha to undertakefourthquarter 2021 when the manufacture of systems. This will consist primarily of manufacturing space, but with a small office content. The work will primarily consistinstallation of the assembly of components into the unique licensed designs. Initial recruitment of technically capable persons will be necessary, followed by short training blocks to pass on the required skills. At least one personAltitude systems is likely to visit the UK to see systems in operation and obtain hands-on experience of the manufacturing requirement. Woodway is an engineering based company and so is a perfect environment in which to establish an operation which is in many ways similar to their own. In addition, many aspects of infrastructure – goods handling, welfare facilities, etc – can be accessed immediately without expense to Altitude.
The Company has two approachesaccess to penetratingfacilities that have been sold in the market.
Customer support and installation activities will be carried out in association withby Altitude International staff.
The Company has installed a chamber at Tulane University.
The Company has installed a chamber at the existing network of Woodway Service Centers. Once again, the cost and time of establishing such a network is avoided whilst ensuring that the vital support element is in place.
Commercial operations will centerare centered in Florida whereFlorida.
In April 2020, the Company formed a second demonstration facility will be located, working in association with an existing top end Fitness facility.
The Company has been impacted by the COVID-19 pandemic, and some of its earlier plans to further diversify its operations and expand its operating subsidiaries have been paused due to the economic uncertainty.
Off-balance Sheet Arrangements
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.
Evaluation of Disclosure Controls and Procedures
The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company'scompany’s controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. 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 Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its chief executive and chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC'sSEC’s rules and forms and that information required to be disclosed is accumulated and communicated to the chief executive and interim chief financial officer to allow timely decisions regarding disclosure.
| 16 |
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are not effective as of such date. The Chief Executive Officer and Chief Financial Officer have determined that the Company continues to have the following deficiencies which represent a material weakness:
● | The Company does not have a majority of independent directors; |
● | Lack of in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough understanding of these transactions; |
● | Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting; and |
● | Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes. |
● | To remediate our internal control weaknesses, management intends to implement the following measures: |
The additional hiring is contingent upon The Company’s efforts to obtain additional funding through equity or debt and the results of its operations. Management hopes to secure funds in the coming fiscal year but provides no assurances that it will be able to do so.
The Company’s officer doesofficers do 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.
Changes in Internal Control Over Financial Reporting
During the fiscal quarter covered by this Quarterly Report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we 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. Except as set forth below, we are currently not aware of any such pending or threatened legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.
Item 1A. Risk Factors
As a smaller reporting company, we are not required to include disclosure under this item. We refer readers to our Form 10-K for additional risk factor disclosures.
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.
| 17 |
On April 1, 2021, the Company issued 12,500 shares of common stock its legal counsel for services rendered to the Company. 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 May 1, 2021, the Company issued 12,500 shares of common stock its legal counsel for services rendered to the Company. 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 June 1, 2021, the Company issued 12,500 shares of common stock its legal counsel for services rendered to the Company. 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 July 6, 2021, the Company issued 50,000 shares of common stock to Jeff Deforrest for services rendered to the Company. 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 July 6, 2021, the Company issued 300,000 shares to FMW Media Corp, LLC for services rendered to the Company. 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.
Pursuant to the Share Exchange Agreement with Breunich Holdings, Inc., on July 23, 2021, the Company issued 295,986,724 shares of its restricted common stock to the shareholders in BHI on a pro rata basis. 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.
Effective July 23, 2021, the Company issued fifty-one shares of the Company’s Series A Preferred Stock to Greg Breunich for his services as an officer of the Company. 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.
None.
Not applicable.
On October 2, 2017, Abraham Rosenblum resigned asJuly 23, 2021, the Company acquired Breunich Holdings, Inc., (“BHI”) a directorDelaware entity and its several operating LLCs: CMA Soccer, LLC, ITA-USA Enterprise, LLC, Trident Water, LLC, North Miami Beach Academy LLC, NVL Volleyball Academy LLC, Six Log Cleaning & Sanitizing LLC, and Altitude Wellness, LLC. The acquisition of Titan Computer Services, Inc. (the “Company”). His resignationBHI was nota material transaction to the result of any dispute withCompany’s existing operations and the Company.
| Exhibit | ||
| Number | Description | |
| 3.1 | ||
| 3.1.1 | ||
| 3.1.2 | Articles of Incorporation of Altitude International | |
| 10.1 | Share Exchange Agreement (incorporated by reference to exhibit 3.2 to the form 8-K filed by the Company on July 3, 2017). | |
| 10.2 | Licensing Agreement (incorporated by reference to exhibit 10.1 to the form 8-K filed by the Company on July 3, 2017). | |
10.3 | ||
| 31.1 | Certification of | |
| 101 INS | XBRL Instance Document * | |
| 101 SCH | XBRL Taxonomy Extension Schema Document * | |
| 101 CAL | XBRL Taxonomy Calculation Linkbase Document * | |
| 101 DEF | XBRL Taxonomy Extension Definition Linkbase Document * | |
| 101 LAB | XBRL Taxonomy Labels Linkbase Document * | |
| 101 PRE | XBRL Taxonomy Presentation Linkbase Document * |
*Filed Herewith.
| 18 |
Pursuant to the requirements 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.
| SIGNATURE | TITLE | DATE | ||
/s/ Greg Breunich | Principal Executive Officer and Principal Financial | August 16, 2021 | ||
| Greg Breunich | and Accounting Officer | |||
| 19 |