☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

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 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 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.

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 ☒

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~355,058,405~~ 385,984,541shares issued, issuable, and outstanding as of ~~January 6,~~July 28, 2022.

The purpose of this Amendment No. 1 to Altitude International Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the Securities and Exchange Commission on November 19, 2021 (the “Form 10- Q”), is to amend the Form 10-Q to reflect the reverse merger with Altitude International Holdings, Inc. and Breunich Holdings, Inc. and the effect on the financials and other applicable disclosures.


	September 30, 2021			December 31, 2020			June 30,			December 31,
	(restated)			(restated)			2022			2021
ASSETS
Current assets
Cash	$	324,764		$	134,003		$	1,699,450		$	423,165
Accounts receivable		525,379			269,962
Accounts receivable, net								830,393			91,520
Inventory		215,641			50,536			256,450			161,235
Prepaid acquisition costs								1,000,000			-
Prepaid expense		167,896			202,003			136,695			88,134
Deferred offering costs								187,500
Deferred acquisition costs								125,472			-
Other current assets								2,616			-
Total current assets		1,233,680			656,504			4,238,575			764,054

Fixed assets, net		263,466			286,099			74,154			71,036
Intangible assets, net								272,500			287,500
Goodwill		98,779,773			-			29,659,798			29,493,398

Total assets	$	100,276,919		$	942,603		$	34,245,027		$	30,615,988

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Notes payable - related party	$	-		$	69,200
Notes payable		100,800			965,163
Notes payable, net of discounts							$	2,669,078		$	-
Accounts payable and accrued expenses		516,038			466,708			737,690			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			20,800
Loan payable								501,724			-
Deferred revenue		1,370,871			1,378,502			1,819,373			1,388,126
Total current liabilities		2,023,920			3,029,206			5,784,877			1,882,033

Non-current liabilities
Capital deficit		33,150			-
Notes payable		847,554			263,300
Other non-current liability								380,000			-
Notes payable, net of current portion								782,129			1,288,887
Total non-current liabilities		880,704			263,300			1,162,129			1,288,887
Total liabilities		2,904,624			3,292,506			6,947,006			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 September 30, 2021 and December 31, 2020, respectively		-			-
Common stock - 0 par value, 600,000,000 shares authorized, 355,033,405 and 51,487,764 shares issued, issuable, and outstanding at September 30, 2021 and December 31, 2020, respectively		6,181,050			3,091,136
Members’ deficit		-			(1,981,343	)
Non-controlling members’ deficit		-			(44,454	)
Additional paid in capital		97,617,912			(1,270,366	)
Stockholders’ equity
Preferred stock - 0 par value, 5,000,000 shares authorized, 51 and 51 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively								-			-
Common stock - 0 par value, 600,000,000 shares authorized, 385,984,541 and 358,070,905 shares issued, issuable, and outstanding at June 30, 2022 and December 31, 2021, respectively								31,431,990			30,362,949
Accumulated deficit		(6,426,667	)		(2,144,876	)		(4,133,969	)		(2,917,881	)
Total stockholders’ equity (deficit)		97,372,295			(2,349,903	)
Total liabilities and stockholders’ equity (deficit)	$	100,276,919		$	942,603
Total stockholders’ equity								27,298,021			27,445,068
Total liabilities and stockholders’ equity							$	34,245,027		$	30,615,988

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


	For the Three Months Ended						For the Nine Months Ended						For the Three Months Ended						For the Six Months Ended
	September 30,						September 30,						June 30,						June 30,
	2021			2020			2021			2020			2022			2021			2022			2021

Revenue	$	1,472,194		$	828,107		$	5,522,499		$	4,091,315		$	2,660,202		$	1,670,640		$	4,781,938		$	3,575,979

Operating expenses
Direct costs of revenue		215,714			235,459			924,110			622,654			1,680,992			1,162,804			2,376,997			1,964,315
Professional fees		133,358			161,566			475,910			445,979			220,182			108,681			536,330			162,047
Salary expenses		662,906			571,496			2,642,602			1,904,495
Salary and related expenses														1,103,576			223,681			1,821,671			747,442
Stock-based compensation		85,077			2,367			3,063,185			9,701			409			-			86,309			-
Marketing expense		86,013			20,963			183,169			84,027			97,373			51,123			145,687			80,888
Rent expense														57,183			125,727			223,673			207,442
Other general and administrative expenses		513,665			421,653			1,572,003			1,416,582			236,606			114,769			615,703			501,892
Total operating expenses		1,696,733			1,413,504			8,860,978			4,483,438			3,396,320			1,786,785			5,806,369			3,664,026

Loss from operations		(224,539	)		(585,397	)		(3,338,480	)		(392,123	)
Income (loss) from operations														(736,118	)		(116,145	)		(1,024,431	)		(88,047	)

Other income (expenses)
Gain (loss) on settlement of debt		-			(39,734	)		41,254			(39,734	)
Gain (loss) on disposal of assets		-			(24,861	)		-			(24,861	)
Gain on forgiveness of debt		-			-			-			10,000
Impairment expense		-			-			(978,795	)		-
Amortization of debt discount														(121,186	)		-			(121,186	)		-
Interest expense		(1,779	)		(13,763	)		(5,770	)		(46,576	)		(54,500	)		(8,397	)		(70,472	)		(17,865	)
Total other income (expenses)		(1,779	)		(78,358	)		(943,311	)		(101,171	)		(175,686	)		(8,397	)		(191,658	)		(17,865	)

Net loss	$	(226,320	)	$	(663,755	)	$	(4,281,791	)	$	(493,294	)
Net income (loss)													$	(911,806	)	$	(124,542	)	$	(1,216,089	)	$	(105,912	)

Earnings per share - basic and fully diluted	$	(0.00	)	$	(0.01	)	$	(0.03	)	$	(0.01	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average number of shares of common stock - basic and fully diluted		281,000,854			50,710,241			132,448,232			43,288,259			380,769,619			58,646,269			370,937,178			56,940,822

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

Condensed Consolidated Statement of Changes in Stockholders’ ~~Deficit~~Equity (Deficit)

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


	2021			2020			2022			2021
	(restated)			(restated)
Cash flows from operating activities:
Net loss	$	(4,281,791	)	$	(493,294	)
Net income (loss)							$	(1,216,089	)	$	(105,912	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation expense		22,633			31,365
Amortization expense		-			460
Loss on conversion of debt into common stock		-			39,734
Gain on settlement of debt		(41,254)			-
Depreciation and amortization expense								27,794			13,146
Amortization of debt discount								121,186			-
Stock-based compensation		3,063,185			9,701			86,309			-
Impairment expense		978,795			-
Loss on disposal of assets		-			24,861
Gain on forgiveness of debt		-			(10,000	)
Bad debt expense								45,254			-
Change in assets and liabilities:
Accounts receivable		(255,417	)		94,966			(336,186	)		(149,200	)
Inventory		(165,105	)		24,861			(95,215	)		(66,236	)
Prepaid expense		34,107			35,017			69,589			79,816
Other assets								(1,816	)		(1,816	)
Accounts payable and accrued expenses		49,328			(22,461	)		62,305			253,960
Accounts payable and accrued expenses - related party		(113,422	)		(60,226	)		-			(113,422	)
Deferred revenue		(7,631	)		(486,427	)		211,330			(1,195,156	)
Net cash used in operating activities		(716,572	)		(811,443	)		(1,025,539	)		(1,284,820	)

Cash flows used in investing activities:
Cash flows provided by investing activities:
Acquisition of Rush Soccer, net								1,216,126			-
Acquisition of BHI								-			134,003
Prepaid acquisition costs								(1,000,000	)		-
Deferred acquisition costs								(125,472	)		-
Purchase of fixed assets		-			(10,792	)		(11,847	)		5,973
Net cash used in investing activities		-			(10,792	)
Net cash provided by investing activities								78,807			139,976

Cash flows from financing activities:
Proceeds from stock options exercised		19,250			-
Proceeds from loan		957,283			872,826
Proceeds from related party loans and advances		-			232,490
Repayment of notes payable to related parties		(69,200	)		(126,369	)
Proceeds from private placement of BHI common stock								-			1,183,000
Proceeds from notes payable, net of debt issuance costs								2,517,275			1,493,923
Deferred offering costs								(187,500	)		-
Repayment of notes payable								(106,758	)		(1,003,768	)
Net cash provided by financing activities		907,333			978,947			2,223,017			1,673,155

Net increase in cash		190,761			156,712			1,276,285			528,311

Cash at beginning of period		134,003			268,359			423,165			134,003

Cash at end of period	$	324,764		$	425,071		$	1,699,450		$	662,314

Cash paid for interest	$	-		$	-		$	54,500		$	53,956
Cash paid for taxes	$	-		$	-		$	-		$	-

Non-cash investing and financing activities:
Conversion of related party debt to common stock	$	90,708		$	416,848
Issuance of common stock for financing							$	451,636		$	-
Issuance of common stock for acquisition							$	-		$	-

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

Altitude International Holdings, Inc. (f/k/a Altitude International, 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 August 21, 2020, the Company filed with the State of New York to change 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”), a Wisconsin corporation. Altitude 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 since the Share Exchange. Altitude 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 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 and will 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. The Articles of Amendment finalizing this name change have not yet been filed by the Company.

On April 24, 2020, the Company formed a wholly owned subsidiary in Wisconsin called “Altitude Sports Management Corp.,” ~~an entity that will providing fully integrated wealth, health, and career management services~~which has no activity to ~~its clients.~~

~~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 Letter of Intent (the “LOI”) with Breunich Holdings, Inc., a privately held Delaware corporation (“BHI”). The LOI sets forth the headline terms of a proposed Share Exchange of Altitude with BHI through which~~ ~~100~~% of the BHI shares will be exchanged for up to 80% of then-issued and outstanding shares of Altitude. Greg Breunich, the Company’s chief executive officer, chief financial officer and chairman, controls BHI.

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 80~~% of the common shares of Altitude, and Altitude shareholders would own approximately~~ 20% of the common shares of Altitude, with such percentages calculated on a fully diluted basis; and (iii) BHI has the right to appoint a majority of the directors of Altitude 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~~ ~~600,000,000~~ ~~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.~~date.

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”). 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 ~~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~~deemed to be the accounting acquirer in the transaction. BHI is the acquirer for financial reporting purposes, and ~~Sanitizing LLC,~~the Company (Altitude International Holdings, Inc.) is the acquired company. Consequently, the assets and ~~Altitude Wellness LLC.~~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 ~~Greg~~Gregory Breunich ~~for his services~~ as ~~an officer~~part of ~~BHI.~~the agreement.

Following the closing of the Agreement, BHI ~~will be~~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, while providing relief, opportunity, and wellness to those that need it the most.

AtWe operate through the ~~Closing of the Share Exchange Agreement on July 23, 2021,~~following 11 wholly-owned subsidiaries: Breunich Holding, Inc., a Delaware corporation (“BHI”), Altitude ~~acquired~~ ~~100% ownership of BHI. as~~International, Inc., a ~~wholly owned subsidiary and its operating companies:~~Wisconsin corporation (“Altitude Chambers”), 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, ~~ITA-USA Enterprise 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, ~~NVL Volleyball Academy LLC,~~a Florida limited liability company (“NMBA”), Six Log Cleaning ~~and~~& Sanitizing LLC, a Florida limited liability company (“SLCS”), and Altitude ~~Wellness LLC. The subsidiaries will be renamed to reflect the new corporate structure and the~~ Online, LLC, a Florida limited liability company (“Altitude brand. For financial reporting purposes, the acquisition of BHI and the change of control in connection with the acquisition represented a “reverse merger” rather than a business combination, and BHI is deemed to be the accounting acquirer in the transaction. For the periods prior to September 30, 2021, the acquisition is being accounted for as a reverse merger and recapitalization. BHI is the acquirer for financial reporting purposes, and the Company (Altitude International Holdings, Inc.Online”) 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 and ALTD consolidated..

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

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 ~~hydration technology with specialized sports training.~~wellness to those that need it the most.

~~Since 2017,~~ 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 ~~specialized~~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 ~~creating properly engineered, membrane-based designs~~the world. Altitude Water’s drinking water is highly oxygenated, ideally suited for simulated altitude training equipment. The product line ranges from personal at home use machines to fully integrated environmental rooms and chambers, and has been used by colleges, an NFL team and NBA team.athlete hydration amid competitive performance.

~~On July 23, 2021, Altitude executed a Share Exchange Agreement with Breunich Holdings, Inc. (“BHI”) through which it acquired BHI~~Altitude’s growth initiatives include scaling the existing tuition categories, adding new ones in sports, arts, and its several operating subsidiaries: Altitude Academies (formerly “ITA-USA Enterprise, LLC doing business as Club Med Academies”), Altitude Soccer (formerly “CMA Soccer, LLC”), Altitude Volleyball (formerly “NVL Academy LLC”), North Miami Beach Academy LLC, Altitude Water (formerly “Trident Water, LLC”), Six Log Cleaning & Sanitizing LLC, and Altitude Wellness. Since the Closing of the Share Exchange Agreement, Altitude operates in various business divisions through its subsidiaries, mainly within performance training and specialized academic environments. It also manages and operates a subsidiary that manufactures Pure Water Generators utilizing a patented ozonated water treatment technology. This technology produces pure, oxygenated drinking water from the humiditysciences in the ~~air.~~

~~Altitude International Holdings, Inc. (“Altitude”) was incorporated on May 18, 2017, under~~coming years, pursuing a consolidation strategy within the ~~laws~~soccer club system in the United States, and exponentially growing our accredited academic model. Strategic to our continued growth, the establishment of ~~the state of Wisconsin with~~ ~~100,000,000~~ ~~authorized common stock with $0.001~~ ~~par value. On May 18, 2017,~~ ~~6,102,000~~ ~~shares of common stock at $0.001~~ ~~(par) were issued as founder shares, valued at a total of $6,102~~Altitude’s headquarters in Port Saint Lucie, Florida marked our international destination footprint by adding to ~~15 individuals. These shares were issued for future potential services from these various individuals~~our asset base and ~~as of the date of this issuance, no value was placed on these future potential services and were therefore recorded at par value as stock-based compensation to the founders.~~

~~On June 27, 2017, after the closing of certain Stock Purchase Agreements, in private sale transaction and the Share Exchange Agreement, a change of~~securing control of the ~~Company occurred~~hospitality side of our business. The management team of Altitude is well versed in developing an ecosystem where the business sectors drive network and ~~the new operational focus of the Company commenced. See Notes 6~~growth impact between one another, providing increased earnings and 8.

~~On February 13, 2018, the majority of the shareholders of the Company approved the amendment~~value 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.Altitude properties.

Following the Share Exchange, the Company, through its operating subsidiary, Altitude, 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 intends 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.

Additionally, on April 24, 2020, the Company formed a wholly owned subsidiary in Wisconsin called “Altitude Sports Management Corp.,” an entity that will providing fully integrated wealth, health, and career management services to its clients.

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”), 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.

~~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 Greg Breunich for his services as an officer of BHI.~~

~~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 six 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.

~~On January 25, 2019, Robert Kanuth was appointed as the Company’s new CEO and David Vincent resigned as 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 December 20, 2020, Greg Whyte, David Vincent, and Greg 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. Jaramillo was appointed to the Board of Directors of the Company.~~

~~On July 23, 2021, Scott Del Mastro was appointed to the Board of Directors of the Company.~~

~~On October 22, 2021, Bob Kanuth and Lesley Visser resigned as directors of the Company.~~

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.

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 of the Company for the ~~nine~~six month periods ended ~~September~~June 30, ~~2021,~~2022, and ~~2020~~2021 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring ~~adjustments)~~adjustments unless otherwise indicated), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, ~~2020,~~2021, was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, ~~2020,~~2021, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March ~~31, 2021.~~15, 2022. These financial statements should be read in conjunction with that report.

The ~~unaudited condensed~~ consolidated financial statements of the Company have been prepared in accordance with GAAP. This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses or recognized when incurred. The consolidated financials include the accounts of the Company ~~include~~and its wholly owned subsidiary, Altitude. All significant intercompany balances and transactions have been eliminated in the ~~following entities most~~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 ~~which are directly or indirectly controlled by Greg Breunich, a related party~~the Securities and ~~CEO of BHI:~~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. ~~ITA-USA’s~~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. ~~CMA~~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, proprietary technologies and platforms, and a database of individuals.

NVL Academy LLC, doing business as Altitude Volleyball, is ~~CMA’s~~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. ~~There is a significant opportunity for college scholarships for those attending.~~ NVL ~~Academy~~ operates and functions like all other academy sports.

Trident Water LLCmanufactures 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. ~~TWC’s~~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, LLCprovides 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 ~~SLCS~~Six Log offering.

Altitude ~~Technology~~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),~~(“NFL,” the ~~National Basketball Association (NBA),~~Miami Dolphins) and one university (Tulane University) sports teams to train and develop their athletes. An Altitude chamber will be installed for a National Basketball Association (“NBA,” Orlando Magic) shortly.

Altitude Wellness LLC focuses on helping our members reach their individual health goals by offering various experiences that enhance the way you look and feel. Multiple modalities ranging from altitude chambers, cryo chambers, ozone chambers, red light therapy, IV therapy, infrared sauna, and 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 are 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 June 30, 2022, Altitude Wellness is not operating.

Altitude Online Learning 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 corporation system status, 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 June 30, 2022.

~~Property~~We have incurred recurring losses since inception and ~~equipment~~expect to continue to incur losses as a result of legal and professional fees and our corporate general and administrative expenses. On June 30, 2022, we had $1,699,450 in cash. Our net losses incurred for the six months ended June 30, 2022 were $1,216,089 and the working capital deficit was $1,546,302 on June 30, 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 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 ~~equipment are stated~~assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at ~~cost or fair value. Depreciation~~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 ~~computed by the straight-line method~~comprised of cash balances. Cash is held at major financial institutions and is ~~charged~~subject to ~~operations over~~credit risk to the ~~estimated useful lives~~extent that those balances exceed applicable Federal Deposit Insurance Corporation (“FDIC”) of $250,000. The Company had material balances in excess of the ~~assets. Maintenance~~insured limits as of June 30, 2022, and ~~repairs are charged to expenses as incurred.~~December 31, 2021, of approximately $1,449,450 and $173,000, respectively.

As of June 30, 2022, and December 31, 2021, the net accounts receivable balances were $830,393 and $91,520, net of allowances. There were allowances for doubtful accounts of $248,990 and $205,455 on June 30, 2022 and December 31, 2021, respectively. The carrying amount and accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any gain or loss in included in the results of operations. The estimated useful lives of property and equipmentcredit 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 are reviewed for determination. Receivables over 90 days, unless payment terms with some payments made to date, are reserved as additional allowance for doubtful accounts.

The Company has made two $500,000 payments as a deposit for the acquisition of the Sandpiper resort property (see Note 3). These deposits are nonrefundable.

Deferred costs for offering costs as of June 30, 2022 is $187,500. These costs relate to the Company’s capital raise and Form S-1 as filed and are for legal and professional fee expenses.

Deferred costs for the acquisition of the Sandpiper resort property (see Note 3) are for legal and professional fee expenses.

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:

The Company currently follows the guidance in ASC 840 “Leases,” which requires us to evaluate the lease agreements the Company enters into to determine whether they represent operating or capital leases at the inceptionInventory and Direct Costs of ~~the lease.~~Revenue

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods with those years, beginning after December 15, 2018, with early adoption permitted. In March 2019, the FASB issued ASU 2019-01, ~~Codification Improvements~~~~, which clarifies certain aspects of the new lease standard. The FASB issued ASU 2018-11, Leases (~~~~Topic 842) Targeted Improvements,~~ which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard. On November 15, 2019, the FASB issued ASU 2019-10, which amends the effective dates for three major accounting standards. The ASU defers the effective dates for the credit losses, derivatives, and leases standards for certain companies. ASC 842 will be effective for the Company beginning on December 15, 2021. While we continue to evaluate the impact of the new standard, we expect the adoption of this guidance will not have any impact on our financial statements.

The inventory is comprised of Atmospheric Water Generators (“AWG’s”) at Trident ~~Water~~ and ~~are~~chamber related parts at Altitude International and is valued at the lower of cost or market. As of ~~September~~June 30, ~~2021,~~2022, and December 31, ~~2020,~~2021, the inventory was valued at $~~215,641~~256,450 and $0161,235, respectively.

~~Sales, as presented in the Company’s consolidated statement~~Inventory is comprised of:

On January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), using the modified retrospective method applied to those contracts which were not completed asThe Company’s long-lived assets and other assets (consisting of ~~January 1, 2018. Results~~property and equipment) are reviewed for ~~reporting periods beginning after January 1, 2018, are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported~~impairment in accordance with the ~~Company’s historic accounting under ASC 605. As of September 30, 2021 and December 31, 2020, respectively, the consolidated financial statements were not materially impacted as a result~~guidance of the ~~application~~FASB ASC Topic 360-10, Property, Plant, and Equipment. Long lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of ~~Topic 606 compared~~an asset may not be recoverable. Recoverability of assets to ~~Topic 605.~~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 six 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) hosting events, 4) membership fees, 5) uniform sales, and 6) sale of atmospheric water generators. 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 atmospheric water 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 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.

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.

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 ~~September~~June 30, ~~2021,~~2022, and December 31, ~~2020,~~2021, deferred revenue amounted to $~~1,370,871~~1,819,373 and $01,388,126, respectively.

The Company accounts for stock-based ~~compensation using~~instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the ~~fair value method following the guidance outlined in Section 718-10~~statement of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based onoperations the grant-date fair value of stock options and other equity-based compensation issued to employees. The value of the portion of an award ~~(with limited exceptions). That cost will be~~that is ultimately expected to vest is recognized ~~over the period during which~~as an ~~employee is required to provide service in exchange for the award-~~expense over the requisite service ~~period (usually~~periods using the ~~vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.~~straight-line attribution method.

~~Non-controlling interest represents third-party ownership in the net assets and partnership interests in all~~Fair Value 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.Financial Instruments

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, ASC Topic 260, “Earnings per 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 June 30, 2022, or December 31, 2021.

The Company accounts for income taxes in accordance with FASB ASC 740, “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 0no liability for uncertain tax positions as of ~~September~~June 30, ~~2021, and December 31, 2020.~~2022. Interest and penalties ifin any, related to unrecognized tax benefits would be recognized as interest expense. The Company does 0tnot have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the ~~nine~~six months ended ~~September~~June 30, ~~2021, and 2020.~~2022.

In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information,” the Company is required to report financial and descriptive information about its reportable operating segments. The Company has 1 ~~operating segment as of September 30, 2021, and December 31, 2020.~~

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. At September 30, 2021, we had $~~324,764~~ ~~in cash. Our net losses incurred for the nine months ended September 30, 2021, were $4,281,791~~ ~~and working capital deficit was $790,240~~at September 30, 2021. 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 financial statements have been prepared assuming that the Company will continues as a going concern.

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases (Topic 842)~~, which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. In March 2019, the FASB issued ASU 2019-01, ~~Codification Improvements~~~~, which clarifies certain aspects of the new lease standard. The FASB issued ASU 2018-10,~~ ~~Codification Improvements to Topic 842, Leases~~ ~~in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases~~ ~~(Topic 842) Targeted Improvements,~~ which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard. On November 15, 2019, the FASB has issued ASU 2019-10, which amends the effective dates for three major accounting standards. The ASU defers the effective dates for the credit losses, derivatives, and leases standards for certain companies. Since the Company is privately held, the Company is eligible for deferring the adoption of ASC 842 to December 15, 2021.

~~While we continue to evaluate the impact of the new standard, we expect the adoption of this guidance will have not have any impact on our financial statements.~~

The Company accounts for intangible assets in accordance with the authoritative guidance issued by the FASB. Intangibles are valued at their fair ~~market~~ 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 ~~September~~June 30, ~~2021,~~2022, based on the assessment of Management, the Company determined that goodwill associated with the share exchange in which the Company acquired BHI ~~acquired all of its operating subsidiaries amounting~~amounted to $~~960,000~~29,493,398. The Company will evaluate goodwill annually for any impairment. The Company also determined that the acquisition of Soccer Partners (see Note 4) had provisional goodwill of $166,834. 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 2020-06, Debt with Conversion and Other Options, ~~had been impaired.~~which simplifies accounting for convertible instruments. The new guidance eliminates 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, 2021. The Company is currently evaluating the impact of ASU 2020-06 on its 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” or the “Company”)~~and CMA Soccer LLC entered into a ~~Share Exchange~~Consulting, Management and License Agreement ~~(the “Agreement”)~~ with ~~Breunich Holdings, Inc.~~Soccer Partners America (“Soccer Partners”), a ~~Delaware entity (“BHI”). The Agreement closed on July 23, 2021. BHI is a holding company~~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 ~~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~~will establish a Rush residential academy program and ~~Sanitizing LLC, and Altitude Wellness LLC. 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 management of Soccer Partners were granted a combined total of 10,000,000 shares of common stock of the Company ~~issued~~ ~~295,986,724~~ ~~shares of its common stock to the shareholders of BHI in exchange~~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~~0.056 per share per the closing price on ~~July 22, 2021,~~March 4, 2022, or $~~97,971,606~~556,000. The Company also pays consideration of $20,000 per year for a period of 20 years, or $400,000, to Soccer Partners. Management has recorded a provisional goodwill, as of ~~September~~June 30, ~~2021,~~2022, of $~~98,812,922~~166,834, ~~which is attributable to common synergies, the workforce,~~ and may be adjusted based on management’s final determination of the fair value of the assets and liabilities acquired.

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


Consideration given:

Common stock shares given	$	97,971,606		$	556,000
Future consideration					400,000
Total consideration given	$	97,971,606		$	956,000

Fair value of identifiable assets acquired, and liabilities assumed:
Cash	$	615,035		$	1,216,126
Accounts receivable		420,660			447,941
Due from ALTD		231,968
Inventory		192,038
Prepaid expenses		122,187			118,150
Other current assets					800
Fixed assets, net		266,981			4,065
Other assets		1,816
Accounts payable		(365,493	)
Accrued expenses		(9,811	)
Loan payable					(501,724	)
Accounts payable and accrued expenses					(176,275	)
Deferred revenue		(793,666	)		(219,917	)
Loans		(1,489,882	)
Total identifiable net liabilities		(808,167	)
Note payable					(100,000	)
Total identifiable net asset					789,166
Goodwill		98,779,773			166,834
Total consideration	$	97,971,606		$	956,000

~~Following~~The following unaudited pro-forma data summarizes the result of operations for the six months ended June 30, 2021, and 2020, as if the acquisition Rush Soccer had been completed on January 1, 2021. The pro-forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2021.

On April 27, 2022, the Company executed a Purchase and Sale Agreement (the “Agreement”) with Sandpiper Resort Properties, Inc. and Holiday Village of Sandpiper, Inc., for the sale of its property in Port Saint Lucie, Florida (the “Property”). The Property being sold in the Agreement ~~BHI~~ is ~~a wholly owned subsidiary of~~the Property on which the Company’s facilities are currently located and where the Company ~~with each of its subsidiaries operating as wholly owned subsidiaries.~~currently operates.

~~Accounting Treatment~~, with an initial refundable deposit of $500,000 due within five business days of the ~~Merger~~execution of the Agreement. This deposit was delivered by the Company on May 2, 2022. An additional non-refundable deposit of $500,000 was paid on June 6, 2022. With this payment, the first deposit became non-refundable. See Note 2.

~~For financial reporting purposes,~~The Closing Date of the ~~Share Exchange represented a “reverse merger” rather~~purchase of the Property shall occur no later than ~~a business combination and Private Company was deemed to be the accounting acquirer in the transaction. The Share Exchange has been accounted for as a reverse-merger and recapitalization.~~

~~Breunich Holdings, Inc. is deemed to be the acquirer for financial reporting purposes, and Altitude International Holdings, Inc. is treated~~August 31, 2022, or at such time as the ~~acquired company. Consequently,~~parties agree. The Company may assign the ~~assets and liabilities and~~Agreement to an affiliate of the ~~operations that are reflected in the historical financial statements~~Company no later than five days prior to the ~~Share Exchange are those~~Closing Date, as long as the Company is not released of ~~BHI and are recorded at~~its obligations under the ~~historical cost basis of BHI,~~Agreement 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 operations of both companies from the closing date of the Share Exchange.Company is responsible for any associated costs. See Note 12.

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 June 30, 2022, and December 31, 2021, the Company had fixed assets, net of accumulated depreciation, of $~~263,466~~74,154 and $071,036, respectively. The fixed assets are as ~~of September 30, 2021, and December 31, 2020, respectively. For~~follows:

Depreciation for the ~~nine~~six months ended ~~September~~June 30, 2022, and 2021 ~~and 2020, the Company has recorded depreciation expense of~~was $~~3,516~~12,794 and $~~1,745~~13,146, respectively.

The Company has goodwill related to the acquisition of Altitude International Holdings, Inc. As of June 30, 2022, and December 31, 2021, the Company had goodwill of $29,659,798 and $29,493,398, respectively.

The Company has intangible assets related to the license agreement between Altitude International, Inc. and Sporting Edge. The Company is amortizing this intangible asset over a period of ten years. As of June 30, 2022, and December 31, 2021, the intangible assets were $272,500 and $287,500, respectively. For the six months ended June 30, 2022, and 2021, the Company recorded amortization expense for intangible assets of $15,000 and $0, respectively.

~~The Company has notes payable for Altitude Holdings and Altitude International as follows:~~

~~On March 2, 2018, Frost, then a director, loaned 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, the Company paid this note and accrued interest.~~

~~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 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 May 5, 2020, the Company received $20,800 in the form of a loan through the CARES Act Paycheck Protection Program. The balance ~~at September~~on June 30, 2022 and December 31, 2021 was $20,800. and $20,800, respectively.

~~As of September 30, 2020 and December 31, 2020, the balances of notes payable for BHI were $948,354~~ ~~and $1,177,068, respectively, comprised as follows:~~

On January 11, 2019, ~~ITA-USA Enterprise entered into a Revolving Loan Commitment (the “Credit Agreement”) with Feenix Payment Systems, 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 September 30, 2021 and December 31, 2020, the balances of loan notes payable were $200,000~~ ~~and $200,000, respectively. The loan note matured on January 15, 2021. On January 15, 2021, the Company converted the loan to a~~ 24~~-month terms loan. The balance on this note payable was paid on June 20, 2021.~~

~~In January 11, 2019, ITA-USA Enterprise~~ITA entered into a Term Loan Commitment (the “Loan Note”) with Feenix, ~~Payment Systems,~~ 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 ~~September 30, 2021, and~~ December 31, ~~2020,~~2021, the ~~balances~~balance of the loan note payable ~~were~~was $~~111,754~~91,758. This note was paid in full on January 3, 2022. The Loan Note had certain covenants regarding financial reporting and $~~169,208, respectively.~~new loans which Feenix has provided waivers in regard to those requirements.

On October 31, 2011, ~~ITA-USA Enterprise~~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, ~~Payor~~ITA shall pay an annual lump sum payment at the conclusion of each calendar year equal to the greater of 2525%% 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 ~~September~~June 30, ~~2021,~~2022 and December ~~31, 2020,~~30, 2021, the balances of the loan note payable were $~~442,637~~ 419,560and $~~494,560~~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 balances on June 30, 2022, and December 31, 2021, was $149,169 and $113,400, respectively, for both periods. These notes are secured by substantially all assets of ITA and NVL.

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 June 30, 2022, and December 31, 2021, the balances were $3,250,000 and $500,000, respectively. See Note 9.

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 June 30, 2022, the balance was $100,000.

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 ~~November 15, 2021,~~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 (see Note 1),~~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:~~territories:

All royalty amounts due under the 2017 license agreement were ~~waived, as were all royalty fees.~~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 ~~September 30, 2021, and December 31, 2020,~~the agreement, the Company ~~had leases~~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 per month. 16929 Wellness granted a waiver on the $20,000 payment for ~~three facilities. ITA pays~~November 2021. The Company will pay 16929 Wellness a monthly fee of $~~41,762~~1,250 ~~in annual rent~~ for ~~its facilities located in Port St. Lucie, FL. The leases run through August 2022 with an optional renewal clause.~~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.

~~On April~~For the six months ended June 30, ~~2021,~~2022, the Company compensated Gregory Breunich and Gabriel Jaramillo collectively $180,000, which was paid ~~Robert Kanuth $20,000~~ ~~as a settlement for all liabilities owed~~ to ~~him which totaled $20,395. See Note 4.~~their company, Trans World Performance LLC.

For the six months ended June 30, 2022, the Company compensated Gregory Breunich $20,000 in addition to the above compensation.

The above balances were paid during the period ended June 30, 2022. The payments are reflected in professional fees on the statement of operations for the six months ended June 30, 2022.

On February 5, 2015, the Board of Directors of the Company authorized 5,000,000 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.

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 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, with 358,070,905 shares of common stock outstanding, the 51 shares of Series A Preferred Stock would have 369,547,734 votes per share of Series A Preferred Stock.

On July 23, 2021, the Company issued 51 shares of preferred stock to Gregory Breunich ~~for services rendered to~~as part of the ~~Company.~~July 23, 2021 agreement between the Company and BHI.

As of ~~September~~June 30, ~~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, 0 par value, and (ii) 5,000,000 shares of preferred stock, 0 par value.

On January 1, ~~2021,~~2022, the Company ~~was contractually obligated to issue~~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 ~~was contractually obligated to issue~~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; Greg Whyte,1,500,000~~;related to consulting. The common stock of the Company is thinly traded and ~~Greg Anthony,~~ ~~5,000,000~~.

~~On February 8, 2021, Frost exercised~~ ~~250,000~~ ~~options at~~had a value of $~~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 ~~was contractually obligated to issue~~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 17, 2022, the Company issued a consultant 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 and employment agreements for five individuals. The common stock of the Company is thinly traded and had a value of $0.0556 per share, therefore the Company recorded the transaction at $556,000. See Note 3.

On April 1, ~~2021,~~2022, the Company ~~was contractually obligated to issue~~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 6), the Company ~~was contractually obligated to issue its legal counsel~~issued Feenix ~~12,500~~16,363,636 shares of common stock ~~for legal work for May 2021. The common stock of the Company is and had~~as a ~~value of $0.22~~ ~~per share, therefore the Company recorded the transaction at $2,750~~.loan discount.

~~On June 1, 2021, the Company was contractually obligated to issue its legal counsel~~ ~~12,500~~ ~~shares of common stock for legal work for June 2021. The common stock of the Company is and had a value of $0.201~~ ~~per share, therefore the Company recorded the transaction at $2,512~~.

~~On July 1, 2021, the Company was contractually obligated to issue its legal counsel~~ ~~12,500~~ ~~shares of common stock for legal work for June 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 was contractually obligated to issue its legal counsel~~ ~~12,500~~ ~~shares of common stock for legal work for June 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 was contractually obligated to issue its legal counsel~~ ~~12,500~~ ~~shares of common stock for legal work for June 2021. The common stock of the Company is and had a value of $0.201~~ ~~per share, therefore the Company recorded the transaction at $3,725~~.

~~As of September 30, 2021, and December 31, 2020, the Company has~~ ~~355,033,405~~ ~~shares of common stock and~~ ~~51,487,764~~ ~~shares of common stock of~~ 0 ~~par common stock issued, issuable, and outstanding.~~

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 Vincent.~~ ~~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. As of September 30, 2021, $5,912~~ ~~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~~ ~~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.

~~Balance Sheet, Statement of Stockholders’ Equity (Deficit) and Statement of Cash Flows~~

As of June 30, 2022, the Company has net operating loss carry forwards of $504,804 that $254,336 may be available to reduce future years’ taxable income through 2041. In ~~connection with the financial review~~2020, there were no tax impacts as ~~of September 30, 2021, certain errors associated with the Company’s accounting for the acquisition of~~ Breunich Holdings, Inc. ~~were required~~was taxed as a limited liability company. The Company’s net operating loss carry forwards may be subject to ~~be restated. The errors related to~~annual limitations, which could reduce or defer the ~~recording~~utilization of the ~~Company’s financials for the nine months ended September 30, 2021, and 2020. Subsequent to the filing, it was determined that the reported financials should have been reported~~losses as ~~follows:~~

~~On July 23, 2021, Altitude International Holdings, Inc. acquired all~~a result of an ownership change as defined in Section 382 of the outstanding common stock of Breunich Holdings, Inc. For accounting purposes, the acquisition should have been treated as a reverse merger recognizing that the acquiring company was an operational company.Internal Revenue Code.

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

The tax effects of the ~~misclassification on the Company’s previously reported unaudited consolidated balance sheets, unaudited consolidated~~temporary differences between reportable financial statement ~~of stockholders’ equity (deficit)~~income and ~~unaudited consolidated statement of cash flows.~~taxable income are recognized as deferred tax assets and liabilities.

~~SCHEDULE OF RESTATEMENT OF FINANCIAL STATEMENTS~~The tax years 2021 and 2020 remains 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 June 30, 2022, and December 31, 2021, are as follows:

SCHEDULE OF ~~RESTATEMENT OF STOCKHOLDERS EQUITY~~DEFERRED TAX ASSETS AND LIABILITIES

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 2022 and 2021 were fully offset by a 100% valuation allowance. The valuation allowance for the remaining net deferred tax assets was $504,804 and $254,336 as of June 30, 2022, and December 31, 2021, respectively. Due to the transaction between the Company and BHI, 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 six distinct revenue streams: altitude chambers, tuition-based sports academies, hosting events, membership fees, uniform sales and atmospheric water generators. Selected financial information for the Company’s operating revenue classes are as follows:

On ~~December 20, 2021, Altitude International Holdings, Inc~~July 27, 2022, the Company executed a Third Addendum to Purchase and Sale Agreement (the ~~“Company”~~“Addendum”) with Sandpiper Resort Properties, Inc. and ~~its wholly-owned subsidiary, Trident Water, LLC, entered into a Loan~~Holiday Village of Sandpiper, Inc. (collectively, “Sandpiper”), modifying that certain Purchase and Sale Agreement ~~with FVP Servicing, LLC, a Delaware limited liability company (“FVP”~~effective as of April 25, 2022 (the “Agreement”) for the purchase by the Company of property in Port Saint Lucie, Florida (the “Property”). See Note 3. The Property being sold is the Property on which the Company’s facilities are currently located and where the Company currently operates and includes approximately 216 acres and approximately 3,000 feet of waterfront property.

Under the terms of the ~~Loan~~Addendum, the Agreement is modified such that the Company ~~received~~shall pay a ~~loan from FVP in the amount~~Third Deposit of $~~500,000~~250,000 into Sandpiper by July 29, 2022. The Company’s total deposit shall then be $1,250,000. Additionally, the ~~form~~parties have agreed that the Closing Date shall be August 31, 2022.

Further, section 12.12.2 and 12.12.3 of ~~a promissory note secured~~the Agreement, discussing Material Loss and Nonmaterial Loss respectively, are amended by the ~~assets of the Company and its wholly-owned subsidiaries and guaranteed by the Company and its subsidiaries. The note bears interest at~~ ~~twelve~~ ~~percent per annum and the maturity date of the note~~Addendum. Section 12.12.2 is ~~December 20, 2023. The Company will pay FVP interest-only payments monthly for the first twelve months of the term, and will then pay accrued interest plus $20,833.33 in principal monthly for the last twelve months of the term.~~

~~The Loan Agreement and associated documents closed on Wednesday, December 22, 2021 and the loan was funded on~~changed such that ~~date.~~

~~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~~Casualty Renovation Cost exceeds $250,000 and either party elects not to ~~spread. In addition, one or more of our customers, partners, service providers or suppliers~~pay the excess then either party may ~~experience financial distress, delayed or defaults on payment, file for bankruptcy protection, sharp diminishing of business, or suffer disruptions in their business due~~terminate the Agreement by Notice delivered to the ~~outbreak. The extent~~other party, in which case the deposit shall be returned to ~~which~~ the ~~coronavirus impacts our results will depend on future developments and reactions throughout~~Company. Pursuant to the ~~world, which are highly uncertain and will include emerging information concerning~~amended 12.12.3 section, if the ~~severity of~~Casualty Renovation Cost is less than or equal to $250,000, neither party shall have any right to terminate 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.Agreement.

ITEM 2 - 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-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~~judgment 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~~2021 Form 10-K, and our financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q.

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.

On April 27, 2022, the Company entered into a purchase and sale agreement (the “Purchase Agreement”) by and among the Company, Sandpiper Resort Properties, Inc. (“SRP”) and Holiday Village of Sandpiper, Inc. (“HVS”, and together with SRP, the “Sellers”), whereby the Company agreed to purchase Sellers’ real estate property in Port Saint Lucie, Florida (the “Property”). The Property being sold in the Purchase Agreement is the Property on which the Company’s facilities are currently located and where the Company currently operates and includes approximately 216 acres and approximately 3,000 feet of waterfront property.

The purchase price for the Property is $55,000,000, with an initial deposit of $500,000 due within five business days of the execution of the Purchase Agreement. This deposit was delivered by the Company on May 2, 2022. The Company has until May 31, 2022 to complete its due diligence on the Property, until which time it can terminate the Purchase Agreement or elect to proceed to a closing. If the Company elects to proceed to a closing, an additional nonrefundable deposit of $500,000 is due within five days following the expiration of the due diligence period.

On May 31, 2022, the Company executed a First Addendum to Purchase and Sale Agreement (the “Addendum”) with Sandpiper, acknowledging the deposit became nonrefundable and allowing an extension of the Closing until July 29, 2022, if elected.

On June 20, 2022, the Company’s second deposit in the amount of $500,000 to Sandpiper Resort Properties, Inc. and Holiday Village of Sandpiper, Inc. (collectively, “Sandpiper”), delivered according to the terms of that certain Purchase and Sale Agreement effective as of April 25, 2022 (the “Agreement”) for the purchase by the Company of property in Port Saint Lucie, Florida (the “Property”), became nonrefundable except in certain circumstances. The first deposit of $500,000 and the second deposit shall be applied to the Purchase Price of the Property upon closing and is nonrefundable to the Company except in the event of a default by Sandpiper of its obligations under the Agreement that is not cured within any applicable cure period provided in the Agreement or as otherwise specifically provided in this Agreement.

On July 27, 2022, the Company executed a Third Addendum to Purchase and Sale Agreement (the “Addendum”) with Sandpiper Resort Properties, Inc. and Holiday Village of Sandpiper, Inc. (collectively, “Sandpiper”), modifying that certain Purchase and Sale Agreement effective as of April 25, 2022 (the “Agreement”) for the purchase by the Company of property in Port Saint Lucie, Florida (the “Property”). The Property being sold is the Property on which the Company’s facilities are currently located and where the Company currently operates and includes approximately 216 acres and approximately 3,000 feet of waterfront property.

Under the terms of the Addendum, the Agreement is modified such that the Company shall pay a Third Deposit of $250,000 to Sandpiper by July 29, 2022. The Company’s total deposit shall then be $1,250,000. Additionally, the parties have agreed that the Closing Date shall be August 31, 2022.

Further, section 12.12.2 and 12.12.3 of the Agreement, discussing Material Loss and Nonmaterial Loss respectively, are amended by the Addendum. Section 12.12.2 is changed such that if the Casualty Renovation Cost exceeds $250,000 and either party elects not to pay the excess then either party may terminate the Agreement by Notice delivered to the other party, in which case the deposit shall be returned to the Company. Pursuant to the amended 12.12.3 section, if the Casualty Renovation Cost is less than or equal to $250,000, neither party shall have any right to terminate the Agreement.

On April 29, 2022, the Company and its wholly owned subsidiary, Trident Water, LLC, entered into a Second Amendment to Loan Agreement (the “Amended Loan Agreement”) with FVP Servicing, LLC, a Delaware limited liability company (“FVP”). The Amended Loan Agreement amends that certain loan agreement dated as of December 20, 2022, as amended on February 8, 2022 between the Company and FVP.

Under the terms of the Amended Loan Agreement, the Company received an increase to the amount of the loan from FVP in an incremental advance in the amount of $2,650,000 in the form of a promissory note (the “FVP Note”) secured by the assets of the Company and its wholly owned subsidiaries and guaranteed by the Company and its subsidiaries. The Amended Loan Agreement combines all amounts previously advanced under the FVP loan agreements and amends the principal amount of the FVP Note to $3,250,000. The FVP Note bears interest at eight percent (8%) per annum and the maturity date of the note is April 22, 2023. The Company will pay FVP interest-only payments monthly for the duration of the term.

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 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 three months ended ~~September~~June 30, ~~2021,~~2022, compared to the three months ended ~~September~~June 30, ~~2020~~2021

The Company had revenue of ~~$1,472,194~~$2,660,202 for the three months ended ~~September~~June 30, ~~2021,~~2022, compared to ~~$828,107~~$1,670,640 for the comparable period in ~~2020.~~ 2021. The increase in ~~2021~~2022 compared to ~~2020~~2021 is due to ~~2020~~2021 being impacted by COVID-19 restrictions whereas ~~2021~~2022 reflects the rebound in the tuition business as the Company works its way out of the impact of COVID-19.

Additionally, the acquisition of Soccer Partners (“Rush Soccer”) on March 7, 2022 provided $773,950 for the three months ended June 30, 2022.

The Company had direct costs of revenue of ~~$215,714~~$1,680,992 for the three months ended ~~September~~June 30, ~~2021,~~2022, compared to ~~$235,459~~$1,162,804 for the comparable period in ~~2020.~~2021. In ~~2020,~~2021, direct costs of revenue were at a higher percentage of sales, compared to the same period in ~~2021.~~2022. In ~~2021~~2022 the Company was able to reduce the expenses related to sales due to a renegotiated contract. Additionally, the acquisition of Rush Soccer added approximately $774,000 for the three months ended June 30, 2022.

The Company had operating expenses of ~~$1,696,732~~$3,396,320 for the three months ended ~~September~~June 30, ~~2021,~~2022, compared to ~~$1,413,504~~$1,786,785 for the three months ended ~~September~~June 30, ~~2020.~~2021. The increase was primarily due to ~~stock-based compensation of $85,077~~professional fees ($220,182 for the three months ended ~~September~~June 30, ~~2021~~2022, compared to ~~$2,367~~$108,681 for the same period in ~~2020.~~2021) and salary and related expenses ($1,103,576 for the three months ended June 30, 2022, compared to $223,681 for the same period in 2021). The operating expenses for the three months ended ~~September~~June 30, ~~2021~~2022 are comprised of the following: direct costs of revenue, ~~$215,714,~~$1,680,992, professional fees, ~~$133,358,~~$220,182, salary and related expenses, ~~$662,906,~~$1,103,576, stock-based compensation, ~~$85,077,~~$409, marketing expense, ~~$86,013,~~$97,373, rent expense, $57,183, and other general and administrative, ~~$513,665.~~$236,606. Additionally, the acquisition of Rush Soccer added approximately $359,000 for the three months ended June 30, 2022.

The Company had a net loss of ~~$226,319~~$911,806 for the three months ended ~~September~~June 30, ~~2021,~~2022, compared to ~~$663,755~~net income of $124,542 for the three months ended ~~September~~June 30, ~~2020.~~2021.

For the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021

The Company had revenue of ~~$5,522,499~~$4,781,938 for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, compared to ~~$4,091,315~~$3,575,979 for the comparable period in ~~2020.~~2021. The increase in ~~2021~~2022 compared to ~~2020~~2021 is due to ~~2020~~2021 being impacted by COVID-19 restrictions whereas ~~2021~~2022 reflects the rebound in the tuition business as the Company works its way out of the impact of COVID-19. Additionally, the acquisition of Soccer Partners (“Rush Soccer”) on March 7, 2022 provided approximately $1,012,000 for the six months ended June 30, 2022.

The Company had direct costs of revenue of ~~$924,110~~$2,376,997 for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, compared to ~~$622,654~~$1,964,315 for the comparable period in ~~2020. As~~2021. In 2021, direct costs of revenue were at a higher percentage of ~~revenue,~~sales, compared to the same period in 2022. In 2022 the Company was able to reduce the expenses ~~were relatively~~related to sales due to a renegotiated contract. Additionally, the ~~same between 2021 and 2020.~~acquisition of Rush Soccer added approximately $699,000 for the six months ended June 30, 2022.

The Company had operating expenses of ~~$8,860,978~~$5,806,369 for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, compared to ~~$4,483,438~~$3,664,026 for the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. The increase was primarily due to stock-based compensation ~~of $3,063,185~~($86,309 for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022, compared to ~~$9,701~~$0 for the same period in ~~2020 and the increase in salaries from $1,904,495~~2021), professional fees ($536,330 for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2022, compared to ~~$2,642,602~~$162,047 for the ~~nine~~same period in 2021), and marketing expense ($145,687 for the six months ended ~~September~~June 30, ~~2021 due~~2022, compared to ~~increased services as~~$80,888 for the ~~Company is coming out of the impact of COVID-19.~~same period in 2021). The operating expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 are comprised of the following: direct costs of revenue, ~~$924,110,~~$2,376,997, professional fees, ~~$475,910,~~$536,330, salary and related expenses, ~~$2,642,602,~~$1,821,671, stock-based compensation, ~~$3,063,185,~~$86,309, marketing expense, ~~$183,169,~~$145,687, rent expense, $223,673, and other general and administrative, ~~$1,572,003.~~$615,703. Additionally, the acquisition of Rush Soccer added approximately $486,000 for the six months ended June 30, 2022.

The Company had a net loss of ~~$4,281,791~~$1,216,089 for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, compared to ~~$493,294~~$105,912 for the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021.

As of ~~September~~June 30, ~~2021,~~2022, the Company had cash and cash equivalents of ~~$324,764.~~$1,699,450. We do not have sufficient resources to effectuate our business. We expect to incur expenses offset by revenues during the next twelve months of operations. We estimate that these expenses will be comprised primarily of general expenses including overhead, legal and accounting fees. To maintain our plan of growth, we need to raise a minimum of an additional $750,000. These factors raise substantial doubts about the Company’s ability to continue as a going concern.

Operations used cash of ~~$716,572~~$1,025,539 for the ~~nine~~six months ended ~~September~~June 30, 2022 compared to $1,284,820 for the same period in 2021.

We ~~used~~provided cash infrom investing for financing activities of $0$78,807 for the ~~nine~~six months ended ~~September~~June 30, 2022 compared to $139,976 for the same period in 2021.

We had cash provided by financing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, of ~~$907,333.~~$2,223,017 compared to $1,673,155 for the same period in 2021.

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.

Altitude International Holdings, Inc. is a multi-faceted organization focused on integrating advanced training and hydration technology with specialized sports training. Commercial operations are centered in Florida.

~~Since 2017,~~ Altitude has specialized 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 has access to facilities that have been sold in the US to demonstrate system design and function. The Company has sold chambers to a college, an NBA team and an NFL team.~~

Since the Share Exchange Agreement with Breunich Holdings, Inc. (“BHI”) closed in July 2021, the Company has expanded its operations through its acquisition of BHI and its several operating subsidiaries: Altitude Academies (formerly “ITA-USA Enterprise, LLC D.B.A. Club Med Academies”), Altitude Soccer (formerly “CMA Soccer, LLC”), Altitude Volleyball (formerly “NVL Academy LLC”), North Miami Beach Academy LLC, Altitude Water (formerly “Trident Water, LLC”), Six Log Cleaning & Sanitizing LLC, and Altitude Wellness.

Altitude now operates in various business divisions through its subsidiaries, mainly within performance training and specialized academic environments. It also manages and operates a subsidiary that manufactures Pure Water Generators utilizing a patented ozonated water treatment technology. This technology produces pure, oxygenated drinking water from the humidity in the air.

It’s “business as usual” with the Academy tuition operations. The Company is seeing signs of its full-time enrollment momentum heading back toward pre-COVID levels. The short-time weekly tuition volume and revenue this past August was another indication that customers are actively getting back on track with travel and boarding options for their children. The capture rates are up across the board on less volume with the exception of Altitude Soccer which went through a transition losing two of its top-tier coaches during the height of our annual re-enrollment period. Despite this temporary obstacle, the Company rebounded making replacements of equal talent quickly while at the same time increasing enrollment.

Altitude Academies’ new recruiting relationship has proven positive. Already, the group has sent ten full-time student athletes from Brazil, Ecquador, Boliva, and the Philippines. The majority of the customers recruited are soccer players, although there were two golfers and plan to send ten full-time athletes that will start this Spring semester. All of these new students will likely attend on multi-year stays. The group activity as well as the professional soccer pre-season team activity has re-engaged.

Altitude recently established a relationship with the team that will be managing Altitude Wellness, allowing a recurring revenue strategy for the altitude chamber business and moving beyond Altitude’s previous one-time sales model. The Altitude Wellness program format will be a blend of membership, private pay and insurance reimbursable rehab services

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. RussKapp has also made purchases of Altitude machines that are going in regional government facilities. This segment has experienced supply change challenges but has been innovative in securing promising alternate sources to deal with the global situation. Our water business is expanding into new market segments.

Altitude Online Learning LLC was recently established to support and address the global demand in distance learning. This is an 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 summary, after completing the acquisition of BHI, Altitude’s marketing team has spent the past months integrating the re-branding and revamping process of the Altitude and all of the subsidiaries. This initiative consisted of the updating or new creation of all websites, social media platforms, ad campaigns, collateral material, apparel, and gear, all of which, now reflect the Altitude name and new initiatives of the company. From this point forward, our energies will be focused on synergistic acquisitions and partnerships, as evidenced with the addition of Altitude Wellness and Altitude Online Learning. We are currently evaluating other opportunities in the Academy, learning, and wellness sectors.

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company’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~~that 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’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.

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 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 officers 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.

During the fiscal quarter covered by this Quarterly Report, there has been a significant 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. With the acquisition of Breunich Holdings, Inc., the Company now has a staffed accounting department with a separation of duties.

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.

~~As a smaller reporting company, we~~We believe there are ~~not required to include disclosure under this item. We refer readers to~~no changes that constitute material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for ~~additional risk factor disclosures.~~the year ended December 31, 2021, filed with the SEC on March 15, 2022.

~~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.

On ~~July~~April 1, ~~2021,~~2022, 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.

~~On July 23, 2021, 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.

~~On August 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 ~~September 1, 2021,~~April 29, 2022, the Company issued ~~12,500~~16,363,636 shares of common stock ~~its legal counsel for services rendered~~ to ~~the Company.~~Feenix as part of financing. 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 October 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 November 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 December 20, 2021, Altitude International Holdings, Inc (the “Company”) and its wholly-owned subsidiary, Trident Water, LLC, entered into a Loan Agreement with FVP Servicing, LLC, a Delaware limited liability company (“FVP”). Under the terms of the Loan Agreement, the Company received a loan from FVP in the amount of $500,000 in the form of a promissory note secured by the assets of the Company and its wholly-owned subsidiaries and guaranteed by the Company and its subsidiaries. The note bears interest at twelve percent per annum and the maturity date of the note is December 20, 2023. The Company will pay FVP interest-only payments monthly for the first twelve months of the term, and will then pay accrued interest plus $20,833.33 in principal monthly for the last twelve months of the term.None.

~~The Loan Agreement and associated documents closed on Wednesday, December 22, 2021 and the loan was funded on that date.~~

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.

New York	000-55639	13-3778988
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

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

		Page
PART I.	FINANCIAL INFORMATION	3

Item 1.	Condensed Consolidated Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets (unaudited)	4
	Condensed Consolidated Statements of Operations (unaudited)	5
	Condensed Consolidated Statement of Changes in Stockholders’ Equity (unaudited)	6
	Condensed Consolidated Statements of Cash Flows (unaudited)	7
	Notes to the Condensed Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (including cautionary statement)	23
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2627
Item 4.	Controls and Procedures	2627

PART II.	OTHER INFORMATION	2728

Item 1.	Legal Proceedings	2728
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2829
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits		2930
	Signatures		3031

		Page
Condensed Consolidated Financial Statements (unaudited)
Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2021,~~2022, and December 31, ~~2020~~2021 (unaudited)		4
Condensed Consolidated Statements of Operations for the three and ~~nine~~six months ended ~~September~~June 30, 2022, and 2021 ~~and 2020~~ (unaudited)		5
Condensed Consolidated Statement of Changes in Stockholders’ Equity for the ~~three and nine~~six months ended ~~September~~June 30, ~~2021,~~2022, and ~~2020~~2021 (unaudited)		6
Condensed Consolidated Statement of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, and ~~2020~~2021 (unaudited)		7
Notes to the Condensed Consolidated Financial Statements (unaudited)		8-22


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

Balance, December 31, 2020		-	$	-		-	$	-	$	100	$	(1,981,343	)	$	(44,454	)	$	(26,005	)	$	(2,051,702	)
Net loss for the period ended March 31, 2021		-		-		-		-		-		-			-			18,630			18,630
Balance, March 31, 2021		-	$	-		-	$	-	$	100	$	(1,981,343	)	$	(44,454	)	$	(7,375	)	$	(2,033,072	)
Net loss for the period ended June 30, 2021		-		-		-		-		-		-			-			(124,542	)		(124,542	)
Balance, June 30, 2021		-	$	-		-	$	-	$	100	$	(1,981,343	)	$	(44,454	)	$	(131,917	)	$	(2,157,614	)

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		-		-		1,537,500		85,900		-		-			-			-			85,900
Net loss for the period ended March 31, 2022		-		-		-		-		-		-			-			(304,282	)		(304,282	)
Balance, March 31, 2022		51	$	-		369,608,405	$	30,979,945	$	-	$	-		$	-		$	(3,222,163	)	$	27,757,782
Beginning balance, value		51	$	-		369,608,405	$	30,979,945	$	-	$	-		$	-		$	(3,222,163	)	$	27,757,782
Issuance of common stock for services		-		-		12,500		409		-		-			-			-			409
Issuance of common stock as debt discount to loan		-		-		16,363,636		451,636		-		-			-			-			451,636
Amortization of debt discount		-		-		-				-		-			-			-			-
Net loss for the period ended June 30, 2022		-		-		-		-		-		-			-			(911,806	)		(911,806	)
Balance, June 30, 2022		51	$	-		385,984,541	$	31,431,990	$	-	$	-		$	-		$	(4,133,969	)	$	27,298,021
Ending balance, value		51	$	-		385,984,541	$	31,431,990	$	-	$	-		$	-		$	(4,133,969	)	$	27,298,021

	1.	Altitude Academies – The tuition is paid typically in two installments but, on a case-by-case basis, modifications do occur.

	2.	Rush Soccer – Rebates for soccer kits purchased by club members and membership rebates.

	3.	Altitude Water – The normal credit terms are 50% down with final payment upon delivery.

	4.	Altitude Chambers – The normal credit terms are 50% down with progress payments until final payment upon delivery.

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

	●	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.


	For the Six Months Ended June 30, 2022
				Rush			Pro-forma
	ALTD			Soccer			Adjustments		Total
Revenue and income, net	$	3,770,318		$	1,444,875		$	-	$	5,215,193
Operating expenses		5,320,287			1,785,438			-		7,105,725
Loss from operations		(1,549,970	)		(340,563	)		-		(1,890,533	)
Other income (expense)		(191,658	)		140,800			-		(50,858	)
Net loss	$	(1,741,627	)	$	(199,763	)	$	-	$	(1,941,390	)
Net loss per common share - basic and fully diluted	$	(0.00	)						$	(0.01	)
Weighted average number of common shares outstanding during the period - basic and fully diluted		370,937,178								370,995,488


	For the Six Months Ended June 30, 2021
				Rush			Pro-forma
	ALTD			Soccer			Adjustments		Total
Revenue and income, net	$	3,575,979		$	985,229		$	-	$	4,561,208
Operating expenses		3,664,026			1,099,105			-		4,763,131
Income (loss) from operations		(88,047	)		(113,876	)		-		(201,923	)
Other income (expense)		(17,865	)		-			-		(17,865	)
Net income (loss)	$	(105,912	)	$	(113,876	)	$	-	$	(219,788	)
Net income (loss) per common share - basic and fully diluted	$	(0.00	)						$	(0.00	)
Weighted average number of common shares outstanding during the period - basic and fully diluted		56,940,822								65,241,426


2022	$	15,000
2023		30,000
2024		30,000
2025		30,000
2026		30,000
Thereafter		137,500
Total	$	272,500

	September 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

	June 30, 2022								December 31, 2021
				Accrued							Accrued
	Principal			Interest		Total			Principal		Interest		Total
SBA EIDL	$	149,169		$	-	$	149,169		$	149,169	$	-	$	149,169
FVPO Funds		-			-		-			91,758		20,574		112,332
Grand Slam		419,560			-		419,560			434,560		-		434,560
FVPO Funds (a)		3,250,000			-		3,250,000			500,000		-		500,000
SBA EIDL		113,400			-		113,400			113,400		-		113,400
SBA		100,000			-		100,000			-		-		-
Subtotal		4,032,129			-		4,032,129			1,288,887		20,574		1,309,461
Debt Discounts (a)		(580,922	)		-		(580,922	)		-		-		-
Total	$	3,451,207		$	-	$	3,451,207		$	1,288,887	$	20,574	$	1,309,461

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

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

	Reported			Adjustments		Restated			Reported			Adjustments			Restated
	September 30, 2021								December 30, 2020
	As					As			As						As
	Reported			Adjustments		Restated			Reported			Adjustments			Restated
ASSETS
Current assets
Cash	$	324,764		$	-	$	324,764		$	485		$	133,518		$	134,003
Accounts receivable		525,379			-		525,379			-			269,962			269,962
Inventory		215,641			-		215,641			-			50,536			50,536
Prepaid expense		167,896			-		167,896			3,000			199,003			202,003
Total current assets		1,233,680			-		1,233,680			3,485			653,019			656,504

Fixed assets, net		263,466			-		263,466			-			286,099			286,099

Goodwill		-			98,779,773		98,779,773			-			-			-

Total assets	$	1,497,146		$	98,779,773	$	100,276,919		$	3,485		$	939,118		$	942,603

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Notes payable - related party	$	-		$	-	$	-		$	69,200		$	-		$	69,200
Notes payable		100,800			-		100,800			20,800			913,768			934,568
Accounts payable and accrued expenses		516,038			-		516,038			62,053			404,655			466,708
Accounts payable and accrued expenses - related party		-			-		-			113,422			-			113,422
Stockholders’ advance		36,211			-		36,211			36,211			-			36,211
PPP loan		-			-		-			-			30,595			30,595
Deferred revenue		1,370,871			-		1,370,871			-			1,378,502			1,378,502
Total current liabilities		2,023,920			-		2,023,920			301,686			2,727,520			3,029,206

Non-current liabilities
Capital deficit		33,150			-		33,150			-			-			-
Notes payable		847,554			-		847,554			-			263,300			263,300
Total non-current liabilities		880,704			-		880,704			-			263,300			263,300
Total liabilities		2,904,624			-		2,904,624			301,686			2,990,820			3,292,506

Stockholders’ deficit
Preferred stock		-			-		-			-			-			-
Common stock		6,181,050			-		6,181,050			3,091,136			-			3,091,136
Members’ deficit		-			-		-			-			(1,981,343	)		(1,981,343	)
Additional paid in capital		(1,161,861	)		98,779,773		97,617,912			(175,279	)		(1,095,087	)		(1,270,366	)
Non-controlling members’ deficit		-			-		-			-			(44,454	)		(44,454	)
Accumulated deficit		(6,426,667	)		0		(6,426,667	)		(3,214,058	)		1,069,182			(2,144,876	)
Total stockholders’ equity (deficit)		(1,407,478	)		98,779,773		97,372,295			(298,201	)		(2,051,702	)		(2,349,903	)
Total liabilities and stockholders’ deficit	$	1,497,146		$	98,779,773	$	100,276,919		$	3,485		$	939,118		$	942,603


Finished Goods	$	32,000
Parts		224,450
Total	$	256,450

	Shares		Par Value		Shares		Par Value		Capital			Deficit		Deficit		Deficit			Total
														Non
	Preferred Stock				Common Stock				Additional					controlling
	No of		No				No		Paid in			Members’		Members’		Accumulated
	Shares		Par Value		Shares		Par Value		Capital			Deficit		Deficit		Deficit			Total
As Reported
Balance, December 31, 2019		-	$	-		36,075,995	$	2,669,024	$	(183,183	)	$	-	$	-	$	(2,885,511	)	$	(399,670	)
Issuance of common stock for services		-		-		87,500		3,789		-			-		-		-			3,789
Conversion of debt to common stock		-		-		15,336,769		416,848		39,734			-		-		-			456,582
Business combination		-		-		-		-		(575,911	)		-		-		575,911			-
Amortization of stock options		-		-		-		-		5,912			-		-		-			5,912
Net loss for the period ended September 30, 2020		-		-		-		-		-			-		-		(844,474	)		(844,474	)
Balance, September 30, 2020		-	$	-		51,500,264	$	3,089,661	$	(713,446	)	$	-	$	-	$	(3,154,074	)	$	(777,859	)

	S		1	S		2		3			4		5		6			7
As Restated
Balance, December 31, 2019	-	$	-	36,075,995	$	2,669,024	$	(183,183	)	$	-	$	-	$	(2,885,511	)	$	(399,670	)
Beginning balance	-	$	-	36,075,995	$	2,669,024	$	(183,183	)	$	-	$	-	$	(2,885,511	)	$	(399,670	)
Issuance of common stock for services	-		-	87,500		3,789		-			-		-		-			3,789
Conversion of debt to common stock	-		-	15,336,769		416,848		39,734										456,582
Amortization of stock options	-		-	-		-		5,912			-		-		-			5,912
Net loss for the period ended September 30, 2020	-		-	-		-		-			-		-		(493,294	)		(493,294	)
Balance, September 30, 2020	-	$	-	51,500,264	$	3,089,661	$	(137,537	)	$	-	$	-	$	(3,378,805	)	$	(426,681	)
Ending balance	-	$	-	51,500,264	$	3,089,661	$	(137,537	)	$	-	$	-	$	(3,378,805	)	$	(426,681	)

	For the Six		For the Six
	Months ended		Months ended
	June 30, 2022		June 30, 2021
Revenues:
Altitude chambers	$	420,913	$	-
Tuition-based sports academies		3,250,660		3,277,555
Hosting events		737,393		-
Uniform sales		71,730		-
Membership fees		202,497		-
Atmospheric water generators		98,745		298,424
Total	$	4,781,938	$	3,575,979

	a.	Altitude Chamber Technology Division

	b.	Tennis, Golf, Basketball, Volleyball 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 2022) and swimming and lacrosse divisions) estimated to be ready for student athletes in 2023).

	●	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: as funding permits, the Company will add sufficient accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements; the Company will hire staff technically proficient at applying U.S. GAAP to financial transactions and reporting; and upon the hiring of additional accounting personnel, the Company will develop and maintain adequate written accounting policies and procedures.

Exhibit
Number		Description
3.1		Articles of Incorporation (incorporated by reference from the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on January 19, 2016).
3.1.1		Amended Articles of Incorporation (incorporated by reference from the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on January 19, 2016).
3.1.2		Articles of Incorporation of Altitude International (incorporated by reference to the ~~form~~Form 8-K filed by the Company on July 3, 2017).
~~3.2~~3.1.3		Amended Articles of Incorporation ~~filed on~~dated June 4, 2018 (incorporated by reference to the ~~form~~Form 10-K filed by the Company on March 30, 2021).
3.1.4		Amended Articles of Incorporation dated August 21, 2020 (incorporated by reference to the Form 10-K filed by the Company on March 30, 2021).
3.1.5		Amended Articles of Incorporation dated February 10, 2021(incorporated by reference to the Form 10-K filed by the Company on March 30, 2021).
3.1.6		Certificate of Amendment for Series A Preferred Stock dated July 21, 2021. (incorporated by reference from the Form 8-K filed by the Company on ~~August 8, 2018)~~July 27, 2021).
10.1		Share Exchange Agreement (incorporated by reference ~~to exhibit 3.2 to~~from the ~~form~~Form 8-K filed by the Company on July 3, 2017).
10.2		Revised and Restated Licensing Agreement (incorporated by reference ~~to exhibit 10.1 to~~from the ~~form~~Form 8-K filed by the Company on ~~July 3, 2017)~~January 28, 2019).
10.3		~~Sole Distribution Agreement~~Proposal for Services with Orlando Magic Ltd. dated February 17, 2021 (incorporated by reference ~~to exhibit 10.2 to~~from the ~~form~~Form 8-K filed by the Company on ~~July 3, 2017)~~February 23, 2021).
10.4		Share Exchange Agreement ~~dated July 6, 2021 and effective July 23, 2021~~with Breunich Holdings, Inc. (incorporated by reference ~~to exhibit 10.1 to~~from the Form 8-K filed by the Company on July ~~26,~~7, 2021).
~~31.1~~10.5		Loan Agreement with FVP Servicing, LLC (incorporated by reference from the Form 8-K filed by the Company on December 27, 2021).
10.6		Security Agreement in favor of FVP Servicing, LLC (incorporated by reference from the Form 8-K filed by the Company on December 27, 2021).
10.7		Payment Guaranty (incorporated by reference from the Form 8-K filed by the Company on December 27, 2021).
10.8		Consulting, Management and License Agreement by and among Altitude International Holdings, Inc, CMA Soccer, LLC and Soccer Partners America, dated March 7, 2022 (incorporated by reference from the Form 8-K filed by the Company on March 9, 2022).
10.9*		Purchase and Sale Agreement executed on April 27, 2022, and dated April 25, 2022 (incorporated herein by reference to Exhibit 10.1 to Current Report on Form 8-K filed by the Company on May 3, 2022).
10.10		Second Amendment to Loan Agreement with FVP Servicing, LLC and Amended and Restated Note (incorporated herein by reference to Exhibit 10.1 to Current Report on Form 8-K filed by the Company on May 5, 2022).
10.11		First Addendum to Purchase and Sale Agreement dated May 31, 2022 (incorporated herein by reference to Exhibit 10.1 to Current Report on Form 8-K filed by the Company on June 2, 2022).
16.1		Letter Re: Change in Certifying Accountant (incorporated by reference from the Form 8-K filed by the Company on January 19, 2022),
99.1		Audited financial statements of Soccer Partners America as of and for year ended June 30, 2021 with the related notes to the financial statements (incorporated herein by reference to Exhibit 99.1 to Current Report on Form 8-K filed by the Company on May 19, 2022).
99.2		Unaudited condensed financial statements of Soccer Partners America as of March 31, 2022 and for the nine months ended March 31, 2022 and 2021, together with the related notes to the unaudited condensed financial statements (incorporated herein by reference to Exhibit 99.2 to Current Report on Form 8-K filed by the Company on May 19, 2022).
99.3		Unaudited pro-forma combined financial statements of Altitude International Holdings, Inc. and Soccer Partners America for the three months ended March 31, 2022 and 2021 and the years ended December 31, 2021 and 2020 (incorporated herein by reference to Exhibit 99.3 to Current Report on Form 8-K filed by the Company on May 19, 2022).
31.1**		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
~~31.2~~31.2**		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
~~32.1~~32.1**		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
~~32.2~~32.2**		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
101 INS		Inline XBRL Instance Document *
101 SCH		Inline XBRL Taxonomy Extension Schema Document *
101 CAL		Inline XBRL Taxonomy Calculation Linkbase Document *
101 DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document *
101 LAB		Inline XBRL Taxonomy Labels Linkbase Document *
101 PRE		Inline XBRL Taxonomy Presentation Linkbase Document *
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE	TITLE	DATE

/s/ ~~Greg~~Gregory Breunich	Principal Executive Officer and Principal Financial and Accounting Officer	~~January 11,~~July 29, 2022
~~Greg~~Gregory Breunich	~~and Accounting Officer~~