Registration No. 333-______

As filed with the Securities and Exchange Commission on January 19, 2016

May 3, 2022

Registration Statement No. 333-


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-1

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

 

ALTITUDE INTERNATIONAL HOLDINGS, INC.

 
TITAN COMPUTER SERVICES, INC.

(Exact name of registrant as specified in its charter)

New York7371790013-3778988

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

(I.R.S. Employer
incorporation or organization)

Classification Code Number)

(I.R.S. Employer

Identification No.)

Leonard Rosenfield
92 Southgate Drive
Spring

4500 SE Pine Valley NY 10977

(212) 390-8311
Street

Port Saint Lucie, FL34952

772-323-0625

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Leonard Rosenfield
92 Southgate Drive
Spring Valley, NY 10977
(212) 390-8311
offices)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Irving Rothstein, Esq.
Feder Kaszovitz LLP
845 Third Avenue
New York, New York 10022
Telephone: (212) 888-8200
Facsimile: (212) 888-7776
service)

With copies to:
Joseph Lucosky, Esq.Ross D. Carmel, Esq.
Lucosky Brookman LLPPhilip Magri, Esq.
101 Wood Avenue SouthCarmel, Milazzo & Feil LLP
Woodbridge, NJ 0883055 West 39th Street, 18th Floor
Tel: (732) 395-4400New York, NY 10018

Fax: (732) 395-4401

Tel: (212) 658-0458

Fax: (646) 838-1314

Approximate date of commencement of proposed sale to the public:public: As soon as practicable after the effective date of this registration statement and from time to time after the effective date of this registration statement, as determined by the selling stockholders.

becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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

☐Large accelerated filer
☐
☐Accelerated filer
☐
☐
Non-accelerated filer ☒
☒Smaller reporting company
CALCULATION OF REGISTRATION FEE
Title of Class of Securities to be Registered 
Amount to be
Registered
  
Proposed Maximum Aggregate
Price Per Share
  
Proposed Maximum Aggregate
Offering Price
  
Amount of
Registration Fee
 
             
Common Stock, no par value per share (1)
  
16,523,865
(2)
 
$
0.35
(3)
 
$
5,783,352
  
$
582.38
 
(1)
Represents common stock currently outstanding to be sold by the selling stockholders. We have agreed to bear the expenses relating to the registration of the shares for the selling stockholders.
☒
(2)
Pursuant to Rule 416 under the Securities Act of 1933, as amended, there is also being registered hereby such indeterminate number of additional shares of common stock of the registrant as may be issued or issuable in respect of the registered shares to prevent dilution resulting from stock splits, stock dividends, stock distributions and similar transactions.
(3)
No current trading market exists for our common stock. Estimated solely for purposes of calculating the registration fee. In accordance with Rule 457(a), the offering price represents management’s bona fide estimate of the maximum offering price based upon the stock price of recent sales to unaffiliated purchasers in arms-length negotiation.
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this Registration Statementregistration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statementthe registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. 
PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED JANUARY 19, 2016
TITAN COMPUTER SERVICES, INC.
16,523,865 sharesOne Share of common stock issuedCommon Stock and outstanding

This prospectus relates

One Warrant to Purchase One Share of Common Stock

We are offering [●] units (each a “Unit” and collectively, the resale, from time to time,“Units”), at a public offering price of up to 16,523,865 shares$[●] per Unit, of Altitude International Holdings, Inc. (the “Company,” “Altitude,” “we,” “our,” or “us”) with each Unit consisting of one share of our common stock, no par value by selling stockholders. Such registration does not mean that the selling stockholders will actually offer or sell any(“Common Stock”) and one warrant (a “Warrant”) to purchase one share of these shares. WeCommon Stock. The Units have no stand-alone rights and will not receive any proceeds from the sales ofbe certificated or issued as stand-alone securities. The shares of our common stock byCommon Stock and the selling stockholders.

Warrants comprising the Units are immediately separable upon issuance and will be issued separately. The Warrants included in the Units will be exercisable immediately upon issuance, will expire [●] years from the date of issuance and have an exercise price of $[●] per share ([●]% of the price per unit sold in this offering). This offering also includes the shares of Common Stock issuable from time to time upon exercise of the Warrants. The Warrants will be issued in book-entry form pursuant to a warrant agency agreement between us and [●] as warrant agent.

There is currently a limited public trading market for our Common Stock. Our common stockCommon Stock is currently quoted on the over-the-counter trading market (“OTC”) under the symbol “ALTD.” In connection with this offering, we intend to apply to have our Common Stock and Warrants listed on the Nasdaq Capital Market under the symbols “ALTD” and “ALTDW,” respectively. No assurance can be given that our listing application will be approved or, if we receive approval, that a trading market will develop, if developed, that it will be sustained, or that the trading prices of our Common Stock on the OTC will be indicative of the prices of our Common Stock if our Common Stock were traded on the Nasdaq Capital Market. If our listing application is not currently traded on anyapproved by The Nasdaq Stock Market LLC (“Nasdaq”), we will not consummate the offering and will terminate this offering. The public offering price per share will be determined at the time of pricing and may be at a discount to the current market or securities exchange. However, we expect to have aprice. The recent market maker file an application with FINRA,price used throughout this prospectus may not be indicative of the final offering price.

On May 2, 2022, the last reported sales price for our common stock to be eligible for quotationCommon Stock as quoted on the OTCQB. There can be no assurance that suchOTC was $0.0275 per share.

Unless otherwise noted and other than in our historical financial statements and the notes thereto, the share and per share information in this prospectus reflects the proposed reverse split of the outstanding Common Stock and treasury stock of the Company at an application for quotation will be approved. We have agreedassumed [●]-for-[●] ratio to bear the expenses relatingoccur prior to the registrationclosing of the shares foroffering.

While we may be a “controlled company” under the selling shareholders.

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CONSIDER CAREFULLY THE SECTION ENTITLED "RISK FACTORS" IN THIS PROSPECTUS BEGINNING ON PAGE 2.
rules of Nasdaq, immediately after consummation of this offering, we do not intend to avail ourselves of the corporate governance exemptions afforded to a “controlled company” under the rules of Nasdaq. See “Risk Factors—Risks Related to Our Common Stock and this Offering.”

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 8 of this prospectus. You should carefully consider these risk factors, as well as the information contained in this prospectus, before purchasing any of the securities offered by this prospectus.

Per UnitTotal
Offering price$[●]$[●]
Underwriter’s discounts and commissions (1)$[●]$[●]
Proceeds to our company before expenses$[●]$[●]

(1)We have agreed to issue EF Hutton, division of Benchmark Investments, Inc., the representative of the underwriters (“EF Hutton” or the “Representative”), warrants to purchase shares of our Common Stock (the “Representative Warrants”), and to reimburse the underwriters for certain expenses. See “Underwriting” on page 67 for additional information regarding total underwriter compensation.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

We are an “emerging growth company” as definedhave granted a 45-day option to the Representative, exercisable one or more times in whole or in part, to purchase up to [●] additional shares of Common Stock and/or [●] additional warrants to purchase shares of Common Stock to be offered by us, solely to cover over-allotments, at the Jumpstart Our Business Startups Act (“JOBS Act”).

public offering price per Unit, less, in each case, the underwriting discounts payable by us. The datesecurities issuable upon exercise of this overallotment option are identical to those offered by this prospectus is _________, 2016.
which this prospectus forms a part.

The underwriters expect to deliver the securities against payment in New York, New York on or about __________________, 2022.

Sole Book-Running Manager

EF Hutton

division of Benchmark Investments, Inc.

TITAN COMPUTER SERVICES, INC.
TABLE OF CONTENTS
 

TABLE OF CONTENTS

Page
Prospectus Summary
1
Summary of Offering
5
Summary of Consolidated Financial Information6
Risk Factors28
Cautionary Note Regarding Forward-Looking Statements
23
Use of Proceeds725
Selling StockholdersMarket for Our Common Stock and Related Stockholder Matters
726
Plan of DistributionCapitalization
927
Description of SecuritiesDilution
1228
Interests of Named Experts and Counsel
13
Description of Business
13
Description of Property
17
Legal Proceedings
17
Management’s Discussion and Analysis of Financial Condition and Results of Operations
1729
Market Price of and Dividends on Registrant's Common EquityBusiness
36
Management48
Executive Compensation53
Certain Relationships and Related Stockholder MattersParty Transactions2055
Directors, Executive Officers, Promoters and Control Persons
20
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management
2256
Certain Relationships and Related Transactions, and Corporate GovernanceDescription of Our Securities
2357
Additional InformationShares Eligible for Future Sale
2361
Indemnification for Securities Act LiabilitiesMaterial U.S. Federal Income Tax Considerations62
Underwriting
67
Legal Matters2474
Experts
2474
Financial StatementsWhere You Can Find More Information
F-174
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriter and with respect to their unsold allotments or subscriptions.

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus contains “forward-looking statements”. Forward-looking statements reflectis an offer to sell only the current view about future events. When usedshares of Common Stock offered hereby, but only under circumstances and in this prospectus, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions, as they relatejurisdictions where it is lawful to us or our management, identify forward-looking statements. Such statements, include, but are not limited to, statementsdo so. The information contained in this prospectus relatingis current only as of its date.

You should rely only on the information contained in this prospectus. Neither we nor the placement agent have authorized anyone to our business strategy, our future operating resultsprovide any information or to make any representations other than those contained in this prospectus we have prepared. We take no responsibility for, and liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relatecan provide no assurance as to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, a continued decline in general economic conditions nationally and internationally; decreased demand for our products and services; market acceptance of our products and services; our ability to protect our intellectual property rights; the impactreliability of, any infringement actions or other litigation brought against us; competition from other providersinformation that others may give you. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and products; our abilityin jurisdictions where it is lawful to develop and commercialize new and improved products and services; our ability to raise capital to fund continuing operations; changes in government regulation; our ability to complete customer transactions and capital raising transactions; and other factors (including the risksdo so. The information contained in the section of this prospectus entitled “Risk Factors”) relatingis current only as of its date. You should also read this prospectus together with the additional information described under “Where You Can Find More Information.”

Unless the context otherwise requires, we use the terms “we,” “us,” “Company,” “Altitude,” and “our” to refer to Altitude International Holdings, Inc. and its consolidated subsidiaries.

Solely for convenience, our industrytrademarks and our operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. 

Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Incorporation by Reference and Disclaimer

This prospectus includes references to numerous websites. Any websitetradenames referred to in this prospectus, is solely formay appear without the purpose of allowing investors® or ™ symbols, but such references are not intended to verify certain statements contained herein. However, while we have no reason to believe any of such websites are unreliable, none of the information containedindicate in any website is incorporated herein. Furthermore,way that we accept no responsibility if your computer or device is harmed by accessing any of such referenced websiteswill not assert, to the fullest extent under applicable law, our rights to these trademarks and you are cautioned to only access those websites you find trustworthytradenames. All other trademarks, service marks and safe.

PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectustrade names included or incorporated by reference into this prospectus, or the accompanying prospectus are the property of their respective owners.

i

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before deciding to invest in making your investment decision.our Common Stock. You should read the entire prospectus carefully, especiallyincluding the discussion regarding the risks“Risk Factors,” “Management’s Discussion and Analysis of investing inFinancial Condition and Results of Operations,” and our securities under the heading “Risk Factors” beginning on page 2 of this prospectus and ourcombined financial statements and the related notes incorporated by referencethereto that are included elsewhere in this prospectus, before investingmaking an investment decision. Unless otherwise noted and other than in our securities. Inhistorical financial statements and the notes thereto, the share and per share information in this prospectus “Titan Computer,reflects a proposed reverse stock split of the outstanding Common Stock and treasury stock of the Company at an assumed 1-for-[●] ratio to occur prior to the closing of the offering. Except as otherwise indicated herein or as the context otherwise requires, references in this prospectus to “Altitude,” the “Company,” “we,” “us,” and “our” refer to Titan Computer Services,Altitude International Holdings, Inc., and its subsidiaries.

Overview

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

We operate through the following 11 wholly-owned subsidiaries: Breunich Holding, Inc., a Delaware corporation (“BHI”), Altitude International, Inc., a 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, a Florida limited liability company (“CMAS”), Trident Water, LLC, a Florida limited liability company (“Altitude Water”), Altitude Wellness, LLC, a Florida limited liability company (“Altitude Wellness”), NVL Academy, LLC, a Florida limited liability company (“Altitude Volleyball”), North Miami Beach Academy LLC, a Florida limited liability company (“NMBA”), Six Log Cleaning & Sanitizing LLC, a Florida limited liability company (“SLCS”), and Altitude Online, LLC, a Florida limited liability company (“Altitude Online”).

1

Overview

Business Revenue Streams

We were incorporated on July 13, 1994operate across three revenue streams: (i) Sport Tuition Properties, (ii) Academic Tuition Properties, and (iii) Sport Technology Properties. Our revenue streams are presented in the Statetable below:

Owned Sports Tuition Properties

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

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

Academic Tuition Properties

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

Sport Technology Properties

Altitude Water manufactures Atmospheric Water Generators (“AWGs”). AWGs produce pure water through the condensation process. Our AWGs range from smaller residential, light commercial, and heavy-duty military-grade machines. The machines supply up to 12, 100, and 200 gallons of IT personnelwater per day.

SLCS was formed to operate the operations and technology for businesses. We currently provide on-site IT programmers, analystsa wide variety of services to its corporate customers, including but not limited to general office cleaning, carpet cleaning, window cleaning, and other IT professionalsjanitorial protocols. Fogging to prevent and protect against exposure to various bacteria, fungi, and viruses. During the coronavirus (COVID-19) pandemic, SLCS performed, and continues to perform, weekly fogging and sanitizing services for businesses. InCMAS. SLCS provides SLCS carries numerous products for sanitizing using an electrostatic fogger to protect offices and their employees for an extended period depending on the client’s needs.

2

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

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

Recent Developments

Purchase Agreement

On April 2015, we purchased27, 2022, the Company entered into a 49%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.

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.

The Closing Date of the purchase of the Property shall occur no later than June 30, 2022, or at such earlier time as the parties agree. The Company may assign the Purchase Agreement to an affiliate of the Company no later than five days prior to the closing, as long as the Company is not released of its obligations under the Purchase Agreement and the Company is responsible for any associated costs.

Bridge Loan

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.

The RUSH Consulting, Management and License Agreement

On March 7, 2022, the Company and the Company’s wholly owned subsidiary, CMA Soccer, LLC (“CMAS”) entered into a Consulting, Management and License Agreement (the “RUSH Agreement”) with Soccer Partners America, a Colorado not for profit corporation (“RUSH Soccer”).

RUSH Soccer is a national competitive youth soccer club that administers boys’ and girls’ teams internationally (the “RUSH Programs”) with proprietary training methodology, documentation and materials (the “RUSH Materials”), proprietary technologies and platforms (the “RUSH Technologies”), and a database of individuals (the “RUSH Database”).

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

CMAS agreed to pay RUSH Soccer a fee of $20,000 per year annually during the term of the RUSH Agreement.

CMAS and the Company agreed to engage Timothy Schulz (“Schulz”), RUSH Soccer’s president and CEO, and other key personnel from RUSH Soccer, to perform work for CMAS.

Additionally, the Company, CMAS and RUSH Soccer agreed to establish a RUSH-branded men’s professional soccer team (the “Pro Team”) that shall be a wholly owned subsidiary of CMAS and shall be managed by Schulz. The Company, CMAS and RUSH Soccer agree to work together to raise $3,000,000, $2,700,000 of which when launched,shall be used for the establishment and operation of the Pro Team and $300,000 of which will be used for the administration of the RUSH Programs. If the amount for the Pro Team is not raised within the first three years of the RUSH Agreement, RUSH Soccer may terminate the Agreement within 90 days following the third year anniversary of the RUSH Agreement.

3

Market Opportunity

The Company’s core revenue generators are uniquely positioned in the sport and education space. The founders of Altitude have a database that will provide accesslong history in blending the benefits of sports, education, hospitality and real estate development to information on IT professionalscreate their own sustainable integrated marketplace. The new global Rush Soccer relationship adds to and complements this strategy. With the Rush transaction, the Company consolidated 61 clubs and more than 47,000 soccer players in the industry. In additionUnited States alone, positioning the Company for significant growth through multiple levels of programming offerings to technical qualifications of IT staff for companies includedthe Rush constituents. Altitude’s current destination full-time and weekly tuition operations are recognized among the top international sports academies in the database, itworld. Its location on 238 acres with more than 3,000 feet of waterfront in Port Saint Lucie, Florida, makes Altitude an attractive academy destination globally.

Growth Strategy

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

The addition of Altitude Online will provide business intelligence that allows companiesallow for growth in our academic component with our distance learning offering to find other businesses that may need their services. The databaseour customers. Through the acquisition of Rush Soccer, Altitude will include contact information, typeimplement added programs on the full-time, weekly, tournament, and regional soccer schools and transaction fees and member dues with growth.

Competitive Strengths

Our strengths reside in our 40-year management history, methodology and method of technology used, management informationdelivery, our ability to execute, our infrastructure and real-time leadslocation, our price in the market, and the fact that we believe will enable companies to better target their recruiting efforts.


are founding pioneers in the sports academy industry.

Corporate Information

Our corporate headquartersprincipal executive offices are located at 92 Southgate Drive, Spring4500 SE Pine Valley NY 10977 and ourStreet, Port Saint Lucie, Florida 34952. Our telephone number is (212) 390-8311.(772) 323-0625. Our corporate website address is located at https://altdintl.com. The information contained in, or accessible from, our website or any other website does not constitute a part of this prospectus.

Listing on the Nasdaq Capital Market

Our Common Stock is currently quoted on the OTC under the symbol “ALTD.” In connection with this offering, we intend to apply to have our Common Stock and Warrants listed on the Nasdaq Capital Market under the symbols “ALTD” and “ALTDW,” respectively. If approved, we expect to list our Common Stock and the Warrants offered in this offering on Nasdaq upon consummation of this offering, at which point our Common Stock will cease to be traded on the OTC. No assurance can be given that our listing application will be approved. This offering will occur only if Nasdaq or another securities exchange approves the listing of our Common Stock and Warrants. If Nasdaq or another U.S. securities exchange does not approve the listing of our Common Stock and Warrants, we will not proceed with this offering. There can be no assurance that our Common Stock and warrants will be listed on the Nasdaq or another securities exchange.

Impact of COVID-19 Pandemic

The recent outbreak of COVID-19 has spread across the globe and is impacting worldwide economic activity. In response to the COVID-19 pandemic, during 2020 and 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. It will depend on various factors including the duration and severity of the outbreak, the severity, or variants of COVID-19, including the omicron variant and its subvariants, and the effectiveness, acceptance, and availability of vaccines in countries throughout the world, and new information which may emerge concerning the appropriate responses if and to the extent that the availability of vaccines reduces restrictions imposed during the pandemic.

Inflation Risk

We do not believe that inflation has had a material effect on our business, results of operations, or financial condition. Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs. Our inability or failure to do so could harm our business, results of operations, or financial condition.

Implications of Being a Smaller Reporting Company

As a smaller reporting company, we are eligible for exemptions from various reporting requirements applicable to other public companies that are not smaller reporting companies, including, but not limited to:

●

Reduced disclosure obligations (e.g., matters regarding executive compensation) in our periodic reports, proxy statements and registration statements; and

●

Not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”).

We will remain a smaller reporting company until the end of the fiscal year in which (i) we have a public common equity float of more than $250 million, or (ii) we have annual revenues for the most recently completed fiscal year of more than $100 million plus we have a public common equity float or public float of more than $700 million. We also would not be eligible for status as smaller reporting company if we become an investment company, an asset-backed issuer or a majority-owned subsidiary of a parent company that is not a smaller reporting company.

We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our shareholders may be different from what you might receive from other public reporting companies in which you hold equity interests.

4

SUMMARY OF THE OFFERING

The following is a summary

Issuer:Altitude International Holdings, Inc.
Securities offered(1):[●] Units, at a public offering price of $[●] per Unit, each consisting of one share of the shares being offered by this prospectus: 
Common Stock offeredand one Warrant to purchase one share of Common Stock. The Units will not be certificated or issued in stand-alone form. The shares of our Common Stock and the Warrants comprising the Units are immediately separable upon issuance and will be issued separately; but will be purchased together in this offering.
Description of Warrants included in Units:The exercise price of the Warrants is $ [●] per share ([●]% of the public offering price per Unit). Each Warrant is exercisable for one share of Common Stock. Each Warrant will be exercisable immediately upon issuance and will expire five years after the initial issuance date. The terms of the Warrants will be governed by selling stockholders:a warrant agency agreement, dated as of the effective date of this offering, between us and [●], Inc. as the warrant agent (the “Warrant Agent”). This prospectus also relates to the offering of the shares of Common Stock issuable upon exercise of the Warrants. For more information regarding the Warrants, you should carefully read the section titled “Description of Our Securities—Warrants” in this prospectus.
16,523,865
Over-allotment option:We have granted to the Representative a 45-day option to purchase up to [●] additional shares of our Common Stock at a public offering price of $[●] per share, less the underwriting discounts payable by us, in any combination solely to cover over-allotments, if any.
Common Stock outstanding before this offering:369,608,405 shares
Common Stock outstanding after the offering(2):[●] shares, or [●] shares if the underwriters exercise their over-allotment option in full.
Use of proceeds:

We estimate that the net proceeds to us from this offering will be approximately $[●] million, or approximately $[●] million if the underwriters exercise their over-allotment option in full, assuming an offering price of $[●] per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use the net proceeds of this offering primarily for [general corporate purposes], including [●]. See “Use of Proceeds” for additional information.

   
Offering Price:Underwriters’ compensation: 

In connection with this offering, the underwriters will receive an underwriting discount equal to 8% of the gross proceeds from the sale of Units in the offering. We will also reimburse the underwriters for certain out-of-pocket actual expenses related to the offering. For additional information regarding our arrangement with the underwriters, please see “Underwriting.”

Representative Warrants:

Upon the closing of this offering, we have agreed to issue to EF Hutton warrants that will expire on the fifth anniversary of the commencement date of sales in this offering, entitling the representative to purchase 4% of the number of shares of Common Stock sold in this offering. The selling stockholdersregistration statement of which this prospectus forms a part also covers the Representative Warrants and the shares of Common Stock issuable upon the exercise thereof.

Proposed Nasdaq Capital Market trading symbol and listing:We intend to apply to the Nasdaq Capital Market to list our Common Stock under the symbol “ALTD” and our Warrants under the symbol “ALTDW.” No assurance can be given that our listing application will be offering their sharesapproved.
Lock-up agreements:We, our directors, executive officers, and shareholders who own 5% or more of common stock at prevailing market pricesour outstanding Common Stock have agreed with the underwriters not to offer for sale, issue, sell, contract to sell, pledge or privately negotiated prices.otherwise dispose of any of our Common Stock or securities convertible into Common Stock for a period of 180 days, commencing on the date of this prospectus. See “Underwriting” for additional information.
   
Dividend policy:We have not historically paid dividends on our Common Stock outstanding prior toand do not anticipate paying dividends on our Common Stock for the offering:31,224,065 sharesforeseeable future.
Common

Transfer agent/Warrant Agent:

Action Stock to be outstanding after the offering:

31,224,065 sharesTransfer Corp.

Risk factors:
Market for our common stock:There is currently no public market for our common stock. However, we have commenced the process of having our common stock quoted on the OTCQB. We may never be approved for trading on any exchange. There is no assurance that a trading market for our stock will develop be sustained if developed.
ProceedsWe will not receive any proceeds from the sale of shares of our common stock by the selling stockholders.
See “Risk FactorsAn investment in our stock involves a high degree of risk. You should carefully read “Risk Factors”” beginning on page 8 and the other information contained in this prospectus for a discussion of factors that you should carefully consider before deciding to investinvesting in our common stock.securities.

(1)

The actual number of Units we will offer and the actual price per Unit will be determined based on the actual public offering.

(2)The total number of shares of Common Stock that will be outstanding after this offering is based on [●] shares of Common Stock outstanding as of [●], 2022. Unless otherwise indicated, the shares outstanding after this offering excludes the following:
●[●] shares of our Common Stock issuable upon the exercise of the Warrants to be issued as part of the Units;
●[●] shares of our Common Stock issuable upon exercise of the Warrants underlying the underwriter’s over-allotment option; and
●[●] shares of our Common Stock issuable upon exercise of the Representative Warrants.

5

SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION

The following summary consolidated statements of operations and balance sheet data for the fiscal years ended December 31, 2021 and 2020, have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The historical financial data presented below is not necessarily indicative of our financial results in future periods. You should read the summary consolidated financial data in conjunction with those financial statements and the accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our consolidated financial statements are prepared and presented in accordance with United States generally accepted accounting principles, or U.S. GAAP. Our consolidated financial statements have been prepared on a basis consistent with our audited financial statements and include all adjustments, consisting of normal and recurring adjustments that we consider necessary for a fair presentation of the financial position and results of operations as of and for such periods.

Consolidated Balance Sheets – As of December 31, 2021 and 2020:

  2021  2020 
ASSETS        
Current assets        
Cash $423,165  $134,003 
Accounts receivable, net  91,520   269,962 
Inventory  161,235   50,536 
Prepaid expense  88,134   202,003 
Total current assets  764,054   656,504 
         
Fixed assets, net  71,036   286,099 
Intangible assets, net  287,500   - 
Goodwill  29,493,398   - 
         
Total assets $30,615,988  $942,603 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT        
Current liabilities        
Notes payable – related party $-  $69,200 
Notes payable  -   934,568 
Accounts payable and accrued expenses  436,896   466,708 
Accounts payable and accrued expenses – related party  -   113,422 
Stockholders’ advance  36,211   36,211 
PPP loan  20,800   30,595 
Deferred revenue  1,388,126   1,378,502 
Total current liabilities  1,882,033   3,029,206 
         
Non-current liabilities        
Notes payable, net of current portion  1,288,887   263,300 
Total non-current liabilities  1,288,887   263,300 
Total liabilities  3,170,920   3,292,506 
         
Commitments and contingencies – Note 7  -   - 
         
Stockholders’ equity (deficit)        
Preferred stock – no par value, 5,000,000 shares authorized, 51 and 0 shares issued and outstanding at December 31, 2021 and 2020, respectively  -   - 
Common stock – no par value, 600,000,000 shares authorized, 358,070,905 and 51,487,764 shares issued, issuable, and outstanding at December 31, 2021 and 2020, respectively  30,362,949   3,091,136 
Members’ deficit  -   (1,981,343)
Additional paid in capital  -   (1,270,366)
Non-controlling members’ deficit  -   (44,454)
Accumulated deficit  (2,917,881)  (2,144,876)
Total stockholders’ equity (deficit)  27,445,068   (2,349,903)
Total liabilities and stockholders’ equity (deficit) $30,615,988  $942,603 

6

Consolidated Statements of Operations – Years Ended December 31, 2021 and 2020:

  2021  2020 
       
Revenue $6,595,867  $5,524,410 
         
Operating expenses        
Direct costs of revenue  2,862,941   2,217,974 
Professional fees  407,401   106,639 
Salary expenses  2,396,915   1,478,414 
Stock-based compensation  657,947   - 
Marketing expense  240,080   108,229 
Rent expense  648,080   98,209 
Impairment expense  -   378,433 
Other general and administrative expenses  1,804,505   1,723,531 
Total operating expenses  9,017,869   6,111,429 
         
Loss from operations  (2,422,002)  (587,019)
         
Other income (expenses)        
Loss on settlement of debt  (11,754)  - 
Gain on forgiveness of PPP loans  614,972   507,207 
Interest expense  (22,833)  (45,486)
Total other income (expenses)  580,385   461,721 
         
Net loss before non-controlling interest  (1,841,617)  (125,298)
Net loss attributable to non-controlling interests  -   (20,011)
Net loss $(1,841,617) $(105,287)
         
Earnings per share – basic and fully diluted $(0.01) $(0.00)
         
Weighted average number of shares of common stock – basic and fully diluted  189,059,461   45,323,448 

7
1

RISK FACTORS

An investment in theour securities offered involves a high degree of riskrisk. Before making a decision to invest in the Units, shares of our Common Stock, and represents a highly speculative investment. In additionthe Warrants, you should carefully consider the risks that are described in this section, in our most recent Annual Report on Form 10-K and in the other information that we file from time to time with the SEC. You should also read the sections entitled “Cautionary Note Regarding Forward-Looking Statements” on page 23 of this prospectus. Additional risks not presently known or that we currently deem immaterial could also materially and adversely affect us. You should consult your own financial and legal advisors as to the other informationrisks entailed by an investment in our securities and the suitability of investing in our securities in light of your particular circumstances. If any of the risks contained in this prospectus prospective investors should carefully consider the following risks before investing indevelop into actual events, our common stock. If anyassets, business, cash flows, condition (financial or otherwise), credit quality, financial performance, liquidity, long-term performance goals, prospects, and/or results of the following risks actually occur, our business, operating results and financial conditionoperations could be materially and adversely affected. As a result,affected, the trading price of our common stock could decline from the offer price and, if the common stock ever trades, the trading priceCommon Stock could decline and you may lose all or part of your investmentinvestment. Some statements in our common stock. The risks discussed below also include forward-lookingthis prospectus, including such statements and our actual results may differ substantially from those discussed in thesethe following risk factors, constitute forward-looking statements. See the section entitled “Cautionary Note Regarding Forward Looking Statements”Forward-Looking Statements.”

The Company operates in an environment that involves many risks and uncertainties. The risks and uncertainties described in this prospectus. 

section are not the only risks and uncertainties that we face. Additional risks and uncertainties that presently are not currentlyconsidered material or are not known to us, or that we presently deem to be immaterialand therefore are not mentioned herein, may also materially and adversely affectimpair our business prospects,operations. If any of the risks described actually occur, our business, operating results and financial condition, results of operationsposition and value of our stock. You should not purchasesecurities could be adversely affected.

Risks Related to Our Company

An occurrence of an uncontrollable event such as the securities offered unless you can affordCOVID-19 pandemic may negatively affect our operations.

The occurrence of an uncontrollable event such as the loss of your entire investment.

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

We rely heavily onCOVID-19 pandemic may negatively affect our information systemsoperations. A pandemic typically results in social distancing, travel bans and if ourquarantine, and this may limit access to this technology is impaired, our business could be significantly harmed.

Our success dependsfacilities, customers, management, support staff and professional advisors. These factors, in large part uponturn, may not only impact our operations, financial condition and demand for our goods and services but our overall ability to store, retrieve, processreact timely to mitigate the impact of this event. Also, it may hamper our efforts to comply with our filing obligations with the Securities and manage substantial amounts of information, includingExchange Commission (“SEC”).

Our revenues and profitability can fluctuate from period to period and are often difficult to predict due to factors beyond our employer customer and job seeker databases. This may require the acquisition of equipment and software and the development, either internally or through independent consultants, of new proprietary software. control.

Our inability to design, develop, implement and utilize, in a cost-effective manner, information systems that provide the capabilities necessary for us to compete effectively could significantly harm our business, results of operations or financial condition.in any particular period may not be indicative of results to be expected in future periods, and have historically been, and are expected to continue to be, subject to periodic fluctuations arising from a number of factors, including:

●

Introduction and market acceptance of new products and sales trends affecting specific existing products;

●

Variations in product selling prices and costs and the mix of products sold;

●

Size and timing of retail customer orders, which, in turn, often depend upon the success of our customers’ businesses or specific products;

●

Changes in the market conditions for consumer fitness equipment;

●

Changes in macroeconomic factors;

●

Availability of consumer credit;

●

Timing and availability of products coming from our offshore contract manufacturing suppliers;

●

Seasonality of markets, which vary from quarter-to-quarter and are influenced by outside factors such as overall consumer confidence and the availability and cost of television advertising time;

●

Effectiveness of our media and advertising programs;

●

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

●

Restructuring charges;

●

Goodwill and other intangible asset impairment charges; and

●

Legal and contract settlement charges.

8

If we are unable to keep up with rapid technological changes in our field, we will be unable to operate profitably.
Our industry is characterized by research efforts

These trends and rapid technological progress. If we fail to anticipate or respond adequately to technological developments, our ability to operate profitably could suffer. We cannot assure you that research by other companies will not render our potential products or services uneconomical or result in products superior to those we develop or that any technologies, products or services we develop will be preferred to any existing or newly-developed technologies, products or services.


Concerns relating to our privacy policies and our compliance with applicable data protection laws and regulations could damage our reputation and deter current and potential customers, job seekers and other Internet users from using our products and services and subject us to fines.

Concerns about our practices with regard to the collection, use, disclosure or security of personal information or other privacy-related matters, even if unfounded, could damage our reputation, which in turn could significantly harm our business, financial condition and operating results and while we strive to comply with all applicable data protection laws and regulations, as well as our own posted privacy policies, any actual failure or perceived failure to comply may result in proceedings or actions against us by government entities or others, which could potentially have an adverse impact on our business. Moreover, actual failure or perceived failure to comply with applicable laws, regulations, requirements or our policies related to the collection, use, sharing or security of personal information or other privacy-related matters could result in a loss of confidence in us by customers, job seekers and other Internet users and could expose us to fines and penalties and could require us to expend significant sums in connection with any failure or perceived failure, each of whichfactors could adversely affect our business, operating results, financial conditionposition and results ofcash flows in any particular period.

We may require substantial additional funding, which may not be available to us on acceptable terms, or at all, and, if not so available, may require us to delay, limit, reduce or cease our operations. Laws related

We have limited financial resources, no operating cash flow and no assurance that sufficient funding will be available to data protection continueus to evolve. It is possiblefund our operating expenses and to further develop our business. We expect the net proceeds from this offering, along with our current cash position, will enable us to fund our operating expenses and capital expenditure requirements for at least the next twelve months. Thereafter, unless we achieve profitability, we anticipate that certain jurisdictions may enact laws or regulations that impactwe will need to raise additional capital to fund our ability to offer our productsoperations while we implement and services and/or result in reduced traffic or contract terminations in those jurisdictions, which could harmexecute our business financial condition and results of operations.


Interruptions, delays or failures in the provision of our services could damage our brand and harm our operating results.

Our systems are susceptible to outages and interruptions due to fire, floods, power loss, telecommunications failures, terrorist attacks and similar events. Our systems’ continuing and uninterrupted performance is criticalplan. In addition, any additional equity financing may involve substantial dilution to our success. Customers, job seekers and other website users may become dissatisfied by any system failureexisting shareholders. There can be no assurance that interrupts our abilitysuch additional capital will be available on a timely basis or on terms that will be acceptable to provide our services to them. Moreover, negative publicity arising from these types of disruptions is damaging to our reputation and may adversely impact traffic to our sites.  We may not carry sufficient business interruption insurance to compensate us for losses that may occur as a result of any events that cause interruptions in our service.

Intrusions on our systems could damage our business.

Despite our implementation of network security measures, our servers are vulnerable to cyber-attacks, computer viruses, worms and other malicious software programs, physical and electronic break-ins, sabotage and similar disruptions from unauthorized tampering with our computer systems. Unauthorized access could jeopardize the security of information stored in our systems relating to our customers, job seekers and other website users, and can lead to “phishing” schemes whereby unauthorized persons pose as employers or Company representatives and seekus. Failure to obtain personal information from our customers and job seekers. In addition, malware or viruses could jeopardize the security of information stored or used in a user’s computer.  If we experience these intrusions in the future we may be required to expend significant sums and resources to safeguard against or remediate them. Moreover, negative publicity arising from any intrusion is damaging to our reputation and may adversely impact traffic to our sites. Accordingly, any intrusion could significantly harm our business, financial condition and results of operations.
RISKS ASSOCIATED WITH OUR COMPANY
Our management has no experience in managing and operating a public company. Any failure to comply or adequately comply with federal securities laws, rules or regulations could subject us to fines or regulatory actions, which may materially adversely affect our business, results of operations and financial condition.
Our current management has no experience managing and operating a public company and relies in many instances on the professional experience and advice of third parties including its attorneys and accountants. Failure to comply or adequately comply with any laws, rules, or regulations applicable to our business may result in fines or regulatory actions, which may materially adversely affect our business, results of operation, or financial condition andsuch additional financing could result in delays indelay or indefinite postponement of operations or the further development of an active and liquid trading market for our stock.
Webusiness with the possible loss of such properties or assets. If adequate funds are not available or are not available on acceptable terms, we may not be able to effectively control and manage our growth which would negatively impact our operations.
Iffund our business grows and develops, it will be necessary for usor the expansion thereof, take advantage of strategic acquisitions or investment opportunities or respond to finance and manage expansion in an orderly fashion. In addition, we may face challenges in managing expanding product and services and in integrating acquired businesses.competitive pressures. Such events would increase demands on our existing management, workforce and facilities. Failure to satisfy increased demands could interrupt or adversely affect our operations and cause backlogs and administrative inefficiencies. If we hire employees in the future, we will need to effectively train, motivate, and manage such employees. Our failure to manage our growth could negatively impact our operations and ultimately prevent us from generating desired revenues.
Many of our potential competitors are better established and have significantly greater resources which may make it difficult for us to compete in the markets in which we intend to sell our products.
The market for our products and services is highly competitive. Many of our potential competitors are well established with larger and better resources, longer relationships with customers and suppliers, greater name recognition and greater financial, technical and marketing resources than we have. We anticipate that our competitors will continue to expand and seekinability to obtain additional market share with competitive price and performance characteristics. Aggressive expansion by our competitors or the entrance of new competitors into our marketsfinancing when needed could have a material adverse effect on our business, results of operations, cash flow, financial condition and prospects.

If we are unable to anticipate consumer preferences or to effectively develop, market and sell future products, our future revenues and operating results could be adversely affected.

Our future success depends on our ability to effectively develop, market and sell new products that respond to new and evolving consumer preferences. Accordingly, our revenues and operating results may be adversely affected if we are unable to develop or acquire rights to new products that satisfy consumer preferences. In addition, any new products that we market may not generate sufficient revenues to recoup their acquisition, development, production, marketing, selling and other costs.

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

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

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

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

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

9

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

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

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

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

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

Our performance is substantially dependent on the performance of the members of our executive management and other key employees, as well as management of acquired businesses. We often rely on these individuals to conduct day-to-day operations and pursue growth. We cannot ensurebe sure that any member of our senior management will remain with us or that they will not compete with us in the future. The loss of any member of our senior management team could impair our ability to execute our business plan and growth strategy, have a negative impact on our revenues and the effective working relationships that our executive management have developed, and cause employee morale problems and the loss of additional key employees and customers.

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

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

10

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

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

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

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

We are subject to warranty claims for our products, which could result in unexpected expense.

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

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

There are inherent risks to participants and spectators involved with producing, attending, or participating in our training and education programs. Injuries and accidents have occurred and may occur from time to time in the future, which could subject us to substantial claims and liabilities for injuries. Incidents in connection with our training and education programs at any of our facilities or facilities that we rent could also result in claims, reducing operating income or reducing attendance at our events, causing a decrease in our revenues. There can be no assurance that the insurance we maintain will be ableadequate to compete successfully against future competitorscover any potential losses. The physical nature of many of our training and education programs exposes the athletes that participate to the risk of serious injury or death. These injuries could include concussions, and many sports leagues and organizations have been sued by athletes over alleged long-term neurocognitive impairment arising from concussions. Although the participants in certain of our training and education programs may be responsible for maintaining their own health, disability and life insurance, we may seek coverage under our accident insurance policies, if available, or our general liability insurance policies, for injuries that athletes incur while competing. To the competitive pressures willextent such injuries are not materially andcovered by our policies, we may self-insure medical costs for athletes for such injuries. Liability to us resulting from any death or serious injury, including concussions, sustained by athletes while competing, to the extent not covered by our insurance, could adversely affect our business, financial condition, and operating results and financial condition.results.

11

We rely on third party technology and if

Failure to protect or enforce our access is limited our businessintellectual property rights or the costs involved in such enforcement could be harmed.


We rely on certain technology licensed from third parties, and may be required to license additional technology in the future for use in managing our Internet sites and providing related services to users and advertising customers. Our ability to generate fees from Internet commerce may also depend on data encryption, authentication and other technologies that we may be required to license from third parties. These third-party technology licenses may not continue to be available to us on acceptable commercial terms or at all. The inability to enter into and maintain any of these technology licenses could significantly harm our business, financial condition, and operating results.
operations.

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

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

We may also infringe other intellectual property rights belonging to third parties, such as trademarks, copyrights, and confidential information. As with patent litigation, the infringement of trademarks, copyrights and confidential information involve complex legal and factual issues and our objectives.

Our future success depends in large part uponproducts, branding or associated marketing materials may be found to have infringed existing third-party rights. When any third-party infringement occurs, we may be required to stop using the leadershipinfringing intellectual property rights, pay damages and, performance of our president. The Company’s operations and business strategy are dependent uponif we wish to keep using the knowledge and business contacts of our executive officer. We do not have an employment agreement with our executive officer. Wethird-party intellectual property, purchase a license or otherwise redesign the product, branding, or associated marketing materials to avoid further infringement. Such a license may not be ableavailable or may require us to find qualified replacements for our president if his services were no longer available to us. Accordingly, the losspay substantial royalties.

Geopolitical conditions, including direct or indirect acts of our executive officerwar or terrorism, could have an adverse effect on our operations and financial results.

Recently, Russia initiated significant military action against Ukraine. In response, the U.S. and certain other countries imposed significant sanctions against Russia, Belarus and certain individuals and entities connected to Russian or Belarusian political, business, and financial organizations, and the U.S. and certain other countries could impose further sanctions and other retaliatory actions should the conflict continue or worsen. It is not possible to predict the broader consequences of the conflict, including related geopolitical tensions, and the measures and retaliatory actions taken by the U.S. and other countries in respect thereof as well as any counter measures or retaliatory actions by Russia or Belarus in response, including, for example, potential cyberattacks or the disruption of energy exports, is likely to cause regional instability, geopolitical shifts, and could materially adversely affect regional economies and the global economy. The situation remains uncertain, and while it is difficult to predict the impact of any of the foregoing, the conflict and actions taken in response to the conflict could increase our costs, reduce our sales and earnings, impair our ability to effectivelyraise additional capital when needed on acceptable terms, if at all, or otherwise adversely affect our business, financial condition, and results of operations.

Our financial statements contain an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern, which could prevent us from obtaining new financing on reasonable terms or at all.

We have incurred recurring losses since inception and expect to continue to incur losses as a result of legal and professional fees and our corporate general and administrative expenses. On December 31, 2021, we had $423,165 in cash. Our net losses incurred for the year ended December 31, 2021 were $1,841,617 and working capital deficit was $1,117,979 at December 31, 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 accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

Even after consummation of the offering as contemplated, we may need to raise additional capital to meet our business requirements in the future, and such capital raising may be costly or difficult to obtain and could dilute our stockholders’ ownership interests.

In order for us to pursue our business strategy and our operations may suffer. If we should lose his services before we are able to engage and retain qualified employees and consultants to execute our business plan,objectives, even after consummation of the offering as contemplated, we may not be ableneed to continue to develop our business as quickly or efficiently.

Developments or assertions by us or against us relating to intellectual property rights could materially impact our business.
We will attempt to protect proprietary and intellectual property rights to our products through available copyright and trademark laws and licensing and distribution arrangements with reputable companies. Despite these precautions, such laws afford only limited practical protection in certain countries. Litigation may also be necessary in the future to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others or to defend against claims of invalidity. Such litigation could result in substantial costs and the diversion of resources. If and when we create new technology, we will also face an inherent risk of exposure to the claims of others that we have allegedly violated their intellectual property rights.
Our products could infringe on the intellectual property rights of others which may result in costly litigation and, if we do not prevail, could also cause us to pay substantial damages and prohibit us from selling or licensing our products.
Third parties may assert infringement or other intellectual property claims against us. We may have to pay substantial damages, including damages for past infringement if it is ultimately determined that our products or technology infringe a third party’s proprietary rights. Even if claims are determined to be without merit, defending a lawsuit takes significant time, may be expensive and may divert management’s attention from our other business concerns. Any public announcements related to litigation initiated or threatened against us could cause our business to be harmed and our stock price to decline.
RISKS ASSOCIATED WITH OUR COMMON STOCK AND THE OFFERING
We may needraise additional capital, in the future, which additional capital may not be available to us on favorable terms, or at all, and may dilute your ownership of our common stock.
We expect our operations will require additional capital as our business develops. In particular, we may require additional capital from equity or debt financing in the future to further develop, commercialize, market and expand our products, fund our operations, respond to competitive pressures, take advantage of strategic opportunities, including expansion of our business or the acquisition of complementary products, technologies or businesses and protect our intellectual property. We may not be able to secure timely additional financing on favorablereasonable terms or at all. The terms of anyAny additional financing may place limits on our financial and operating flexibility. If we raise additional fundscapital raised through issuancesthe sale of equity convertible debtor equity-backed securities or other securities convertible into equity,may dilute our existing stockholdersshareholders’ ownership percentages and could suffer significant dilution in their percentage ownership of our company, and any new securities we issue could have rights, preferences and privileges senior to those of our common stock. If we are unable to obtain adequate financing or financing on terms satisfactory to us, if and when we require it, our ability to grow or support our business and to respond to business challenges could be significantly limited.
Our common stock is subject to the "penny stock" rules of the SEC. If a trading market in our securities is established, it will likely be limited, which will make transactions in our stock cumbersome and may reduce the value of an investment in our stock.
The SEC has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. The shares offered in this prospectus are “penny stocks”. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person's account for transactions in penny stocks; and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must: (i) obtain financial information and investment experience objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. 
The broker or dealer must also deliver, prior to any transactionresult in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a declinedecrease in the market value of our stock.
Disclosureequity securities. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, and may include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders of any of our securities then outstanding. In addition, we may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. We may also hasbe required to recognize non-cash expenses in connection with certain securities we issue, such as convertible notes and warrants, which may adversely impact our financial condition.

Risks Related to Investment in our Securities

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

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

●

variations in our operating results;

●

changes in expectations of our future financial performance, including financial estimates by securities analysts and investors;

●

changes in operating and stock price performance of other companies in our industry;

●

additions or departures of key personnel; and

●

future sales of our Common Stock.

Domestic and in secondary tradinginternational stock markets often experience significant price and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Because we do not intend to pay any cash dividends on our shares of common stock, our stockholders will not be able to receive a return on their shares unless they sell them.
We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them at a price higher than that which they initially paid for such shares.
Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters.
The Sarbanes-Oxley Act of 2002,volume fluctuations. These fluctuations, as well as rule changes proposedgeneral economic and enacted bypolitical conditions unrelated to our performance, may adversely affect the SEC, the New York Stock Exchange, the Amex Equities Exchanges and NASDAQ, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities which are listed on those exchanges or the NASAQ. Because we will not be seeking to be listed on any of the exchanges, we are not presently required to comply with many of the corporate governance provisions.
Because our directors are not independent, we do not currently have independent audit or compensation committees. As a result, the directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.

There is no established public market for our stock and a public market may not be obtained or be liquid and therefore investors may not be able to sell their shares.

There is no established public market for our common stock being offered under this prospectus. While we have commenced the process to have our common stock listed for quotation on the over-the-counter bulletin board system, there is no assurance that we will qualify for quotation on the OTCQB. Therefore, purchasersprice of our common stock in this offeringCommon Stock.

12

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

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

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

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

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

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

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

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

13

Stockholders’ voting power and ownership interest may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional shares.

Our Amended and Restated Articles of incorporation allowsIncorporation, as amended (“Articles of Incorporation”), authorizes our Board of Directors (“Board”) to issue up to 600,000,000 shares of Common Stock and up to 5,000,000 shares of preferred stock, of which we have designated 51 shares as Series A Preferred Stock (“Series A Preferred Stock”) (which were issued to our Chief Executive Officer, Gregory Breunich). The Series A Preferred Stock shares vote together with the Common Stock and has 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, resulting in nearly [●]% of the available stockholder votes upon the closing of the offering. The Series A Preferred Stock is not convertible into shares of Common Stock of the Company or redeemable by either the Company or another person. The power of the Board to issue shares of Common Stock, preferred stock or warrants or options to purchase shares of Common Stock or preferred stock is generally not subject to stockholder approval, except for our boardissuances of directorsmore than 20% of the company’s outstanding Common Stock or voting power.

Given that we do not have committed sources of financing, we may attempt to create newraise capital by selling shares, possibly at a deep discount to market. These actions may result in dilution of the ownership interests and voting power of existing stockholders, further dilute Common Stock book value, and may delay, defer or prevent a change of control. As of May 2, 2022, we had approximately 369,608,405 total shares of Common Stock.

Additionally, series of preferred stock without further approval by our stockholders which could adversely affect the rights of the holders of our common stock.

Our Board has the authority to fix and determine the relative rights and preferences of preferred stock. Our Board also has the authority to issue preferred stock without further stockholder approval. As a result, our Board could authorize the issuance of a series of preferred stock that would grant to such holders (i)may carry the preferred right to our assets upon liquidation, (ii) the right to receive dividend payments before dividends are distributed to the holders of common stockCommon Stock, superior voting or conversion rights and (iii) the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock. In addition, our Board could authorize the issuance of a series of preferred stock that has greater voting power thanCommon Stock.

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

The market for our Common Stock is characterized by significant price volatility as compared to seasoned issuers, and we expect that is convertible into our common stock, whichshare price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could decrease the relative voting power of our common stock or result in dilution to our existing common stockholders. Any such actions could significantly adversely affect the investment made by holders of our common stock. Holders of common stock could potentially not receive dividends that they might otherwise have received. In addition, holders of our common stock could receive less proceeds in connection with any future sale of the Company, whether in liquidation or on any other basis.

Preferred stock could be used to dilute a potential hostile acquirer. Accordingly, any future issuance of preferred stock or any rights to purchase preferred shares may have the effect of making it more difficult for a third party to acquire control of us. This may delay, defer or prevent a change of control or an unsolicited acquisition proposal. The issuance of preferred stock also could decrease the amount of earnings attributable to,substantial costs and assets available for distribution to, the holders of our common stockliabilities and could adversely affect the rightsdivert management’s attention and powers, including voting rights, of the holders of our common stock and preferred stock.
resources.

Our officers and directors beneficially own a substantial amount of our common stock and exercise significant control over ourbusiness is subject to changing regulations related to corporate governance and affairs whichpublic disclosure that have increased both our costs and the risk of noncompliance.

Because our Common Stock is publicly traded, we are subject to certain rules and regulations of federal, state and financial market exchange entities charged with the protection of investors and the oversight of companies whose securities are publicly traded. These entities, including the Public Company Accounting Oversight Board, the SEC and FINRA, have issued requirements and regulations and continue to develop additional regulations and requirements in response to corporate scandals and laws enacted by Congress, most notably the Sarbanes-Oxley Act. Our efforts to comply with these regulations have resulted in, and are likely to continue resulting in, increased general and administrative expenses and diversion of management time and attention from revenue-generating activities to compliance activities. Because new and modified laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This evolution may result in their taking actions which other shareholders do not agree.continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices.

14

Our executive officers

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

We will incur costs associated with our public company reporting requirements. We also anticipate that we will incur costs associated with recently adopted corporate governance requirements, including certain requirements under the Sarbanes-Oxley Act, as well as new rules implemented by the SEC and FINRA. We expect these rules and regulations, in particular Section 404 of the Sarbanes-Oxley Act (“Section 404”), to significantly increase our legal and financial compliance costs and to make some activities more time-consuming and costly. Like many smaller public companies, we face a significant impact from required compliance with Section 404. Section 404 requires management of public companies to evaluate the effectiveness of internal control over 50%financial reporting and the independent auditors to attest to the effectiveness of our outstanding common stock. These stockholders, if they act together,such internal controls and the evaluation performed by management. The SEC has adopted rules implementing Section 404 for public companies as well as disclosure requirements. The Public Company Accounting Oversight Board, or PCAOB, has adopted documentation and attestation standards that the independent auditors must follow in conducting its attestation under Section 404. We are currently preparing for compliance with Section 404; however, there can be no assurance that we will be able to exercise substantial influence overeffectively meet all of the outcomerequirements of all corporate actions requiring approvalSection 404 as currently known to us in the currently mandated timeframe. Any failure to implement effectively new or improved internal controls, or to resolve difficulties encountered in their implementation, could harm our operating results, cause us to fail to meet reporting obligations or result in management being required to give a qualified assessment of our stockholders, including the election of directors and approval of significant corporate transactions,internal controls over financial reporting or our independent auditors providing an adverse opinion regarding management’s assessment. Any such result could cause investors to lose confidence in our reported financial information, which may result in corporate action with which other stockholders do not agree. This concentration of ownership may alsocould have thea material adverse effect of delaying or preventing a change in control which might be in other stockholders’ best interest but which might negatively affect the market price of our common stock.

We do not have compensation or an audit committee, so shareholders will have to rely on the directors to perform these functions.
We do not have an audit or compensation committee comprised of independent directors. These functions are performed by the members of our board of directors. Until we have an audit committee or independent directors, there may less oversight of management decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.
We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:
● have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
● comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
● submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and
● disclose certain executive compensation related items such as the correlation between executive compensation and   performance and comparisons of the Chief Executive’s compensation to median employee compensation.
We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.
Until such time, however, we cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock priceprice.

We also expect these new rules and regulations may be more volatile.

Since we have elected under Section 107 of the JOBS Act to use the extended transition period with respect to complying with new or revised accounting standards, our financial statements may not be comparable to companies that comply with public company effective dates making it more difficult for an investor to compare our results with other public companies.
Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 102(b)(2)(B) of the Act for complying with new or revised accounting standards. In other words, as an emerging growth company we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
If we become a public reporting company, the costs of reporting and other requirements pursuant to the Exchange Act of 1934 are substantial and may result in us having insufficient funds to expand our business or even to meet routine business obligations.
If we become a public company subject to the reporting requirements of the Exchange Act of 1934, we will incur ongoing expenses associated with professional fees for accounting, legal and SEC filings and compliance. Upon the effectiveness of our registration statement, we will file periodic reports with the SEC, including financial statements. In order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be accurately predicted at this time because factors such as the number and type of transactions that we engage in and the complexity of our reports will effect on the amount of time to be spent by our auditors and attorneys. We estimate that these costs will increase if our business volume and activity increases. As a result of such expenses, we may not have sufficient funds to grow our operations.

Under new SEC rules we may be able to incorporate future documents by reference which will make it more difficult and more expensive for investorsus to locate all of our filings.
The SEC has recently publishedobtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a new interim rule which allows a public company which is current with its reporting obligations toresult, it may be able to incorporate future filings into registration statements on Form S-1, such as the registration statement of which this prospectus forms a part.  Prior to the adoption of such rule, issuers using a Form S-1 had to file post-effective amendments to make required disclosures.  Thus, investors wishing to view information about the offering and the issuer could locate all relevant information in one location.  However, we will now be able to incorporate all such future disclosures into this filing thereby requiring interested persons to search multiple filings to view all information about us.  This extra effort may have a chilling effect on potential investors who may choose not to pursue an interest in us which could reduce market activity for our stock and make it more difficult for an investor inus to attract and retain qualified individuals to serve on our Board or as executive officers. We are currently evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

Sales of our currently issued and outstanding stock may become freely tradable pursuant to sell their shares.  We intend to take advantage of this new rule.

THE OFFERING
This prospectus relates toRule 144 and may dilute the resale by selling stockholdersmarket for your shares and have a depressive effect on the price of the Company of up to 16,523,865 shares of our common stock, whichCommon Stock.

A majority of the outstanding shares were acquired byof our Common Stock are “restricted securities” within the selling stockholders from March through July 2015, in private placement offerings.  The Company sold an aggregatemeaning of 16,523,865 shares and raised an aggregate of $48,511 in gross proceeds from such offerings. Each issuance was made in reliance upon an exemption from registration providedRule 144 (“Rule 144”) under Section 4(2) of the Securities Act of 1933, as amended.

USE OF PROCEEDS
We will not receive any proceeds from the sales ofamended (the “Securities Act”). As restricted shares, of our common stock by the selling stockholders. We have agreed to bear the expenses relating to the registration of thethese shares for the selling stockholders.
SELLING STOCKHOLDERS 
The selling stockholders, may from time to time, offer and sellbe resold only pursuant to this prospectus anyan effective registration statement or all of the shares that we have issued to them under the Subscription Agreement. They may sell some, all or nonerequirements of their shares. We do not know how long the selling stockholders will hold the shares before selling them, and we currently have no agreements, arrangements or understandings with the selling stockholders regarding the sale of any of the shares.
The following table sets forth the shares beneficially owned, as of December 31, 2015, by the selling stockholders prior to the offering contemplated by this prospectus, the number of shares that the selling stockholders may offer and sell from time to time under this prospectus and the number of shares which the selling stockholders would own beneficially if all such offered shares are sold.
Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act. The percentage of shares beneficially owned prior to the offering is based on 31,224,065 shares of our common stock outstanding as of December 31, 2015.
None of the selling stockholders are a registered broker-dealer or an affiliate of a registered broker-dealer. None of the selling stockholders nor any of their respective affiliates have held a position or office, or had any other material relationship, with us or any of our predecessors or affiliates, except that Abraham Rosenblum is the managing member of Rosenweiss Capital LLC (“Rosenweiss”), a party to our software agreement with Greentree and the owner of 3,000,000 shares (plus an additional 422,406 shares issued pursuant to its anti-dilution rights), and Hershel Weiss is the other member of Rosenweiss. Leonard Rosenfield is our President and a director, and Moshe Stamm and Daniel Gastfreund are son-in-laws of Mr. Rosenfield and Adina Greenbaum and Shira Heineman are daughters of Mr. Rosenfield. Robert Klein was a director of the Company until December 1, 2015. The selling stockholders have acquired their shares solely for investment and not with a view to or for resale or distribution of such securities.  
Selling Stockholder 
Beneficial
Ownership
Before the
Offering
  
Number of
Shares
Being
Offered
  
Beneficial
Ownership
After the
Offering
  
Percentage of
Ownership
After the
Offering
 
Solomon Lousky  1,000   1,000   0   - 
Marsha Richton  3,000   3,000   0   - 
Moshe Rosenbaum  1,000   1,000   0   - 
Jacob Soofian  1,000   1,000   0   - 
Guillermo Alejandro Quan Ramazzini  1,200   1,200   0   - 
Naftali Steuer  1,000   1,000   0   - 
Jack Wercberger  1,000   1,000   0   - 
David Zelmanovic  1,000   1,000   0   - 
Naftoli Reich  1,000   1,000   0   - 
Avi Wiederman  1,000   1,000   0   - 
Ari Weber  1,000   1,000   0   - 
Michael Landau  1,430   1,430   0   - 
Mayer Weiss  2,857   2,857   0   - 
Juan Carlos Quan Chang  2,500   2,500   0   - 
Benjamin K. Weber  1,000   1,000   0   - 
Solomon Schwed  1,000   1,000   0   - 
Moshe Stamm  1,000   1,000   0   - 
Sasha Hill  1,000   1,000   0   - 
Diego Alejandro Quan Yon  1,100   1,100   0   - 
Andrew Blum  1,000   1,000   0   - 
Rosa Lucia Quan  2,000   2,000   0   - 
Saadia Hill  1,000   1,000   0   - 
Romilia Magdellana Lopez Guevara.  1,500   1,500   0   - 
Hershel Weiss  1,000   1,000   0   - 
Jordan Barham  1,000   1,000   0   - 
Valerie Brown  1,000   1,000   0   - 
Abraham Pines  14,285   14,285   0   - 
Roger Barker  2,000   2,000   0   - 
Lizy Chang Tanchez  1,000   1,000   0    -
Solomon Citronenbaum  2,000   2,000   0   - 
Tamar Dickel  500   500   0   - 
Toovia Frankel  1,000   1,000   0   - 
Shmuel Ainsworth  1,000   1,000   0   - 
Avrohom Mandel  1,000   1,000   0   - 
Bat Shesa Masinter  1,000   1,000   0   - 
David Schwartz  2,000   2,000   0   - 
Benzion Freundlich  1,000   1,000   0   - 
Leonard Friedman  500   500   0   - 
Tracey Glick  1,000   1,000   0   - 
Simon Goldbrener  3,000   3,000   0   - 
Moses Gross  1,000   1,000   0   - 
Gila Goodman  3,000   3,000   0   - 
Dino Guglietta  1,000   1,000   0   - 
Selling Stockholder 
Beneficial
Ownership
Before the
Offering
  
Number of
Shares
Being
Offered
  
Beneficial
Ownership
After the
Offering
  
Percentage of
Ownership
After the
Offering
 
Philip Hardt
  
2,000
   
2,000
   
0
   
-
 
Shalom Moskowitz
  
2,858
   
2,858
   
0
   
-
 
Martin Handler
  
1,429
   
1,429
   
0
   
-
 
Jose Rodrigo Quan Yon
  
1,500
   
1,500
   
0
   
-
 
Joel Hollender
  
1,000
   
1,000
   
0
   
-
 
Menachem Landwirt
  
1,000
   
1,000
   
0
   
-
 
Jorge Vicente Quan
  
1,971
   
1,971
   
0
   
-
 
Yanky Bochner
  
2,857
   
2,857
   
0
   
-
 
Tzvi D. Ainsworth
  
1,000
   
1,000
   
0
   
-
 
Ingrid Ainsworth
  
1,000
   
1,000
   
0
   
-
 
Abraham Joseph
  
1,000
   
1,000
   
0
   
-
 
Hymie Baker
  
500
   
500
   
0
   
-
 
Gershon Moskowitz
  
3,400
   
3,400
   
0
   
-
 
Donovan Barham
  
1,143
   
1,143
   
0
   
-
 
Aryeh Nissanian
  
1,000
   
1,000
   
0
   
-
 
Tzvi Dovid Obstfeld
  
1,429
   
1,429
   
0
   
-
 
Rivky Reich
  
2,000
   
2,000
   
0
   
-
 
Davis Dahan
  
500
   
500
   
0
   
-
 
Raizy Wertzberger
  
1,000
   
1,000
   
0
   
-
 
Yisroel Feiglin
  
2,000
   
2,000
   
0
   
-
 
Luis Guah
  
1,000
   
1,000
   
0
   
-
 
Leonard Rosenfield
  
1,100,000
   
1,100,000
   
0
   
-
 
Robert Klein
  
2,200,000
   
2,200,000
   
0
   
-
 
Shira Heinemann
  
2,000,000
   
2,000,000
   
0
   
-
 
Lauren Hellman
  
1,000,000
   
1,000,000
   
0
   
-
 
Adam and Yael Klein
  
1,000,000
   
1,000,000
   
0
   
-
 
Daniel Gastfreund
  
3,000,000
   
3,000,000
   
0
   
-
 
Adina Greenbaum
  
600,000
   
600,000
   
0
   
-
 
Chaviva Sharf
  
700,000
   
700,000
   
0
   
-
 
Jamie Shweky
  
1,400,000
   
1,400,000
   
0
   
-
 
Rosenweiss Capital LLC
  
3,422,406
   
3,422,406
   
0
   
-
 
DILUTION
The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders.
PLAN OF DISTRIBUTION
There has been no market for our securities. Our common stock is not traded on any exchange or on the over-the-counter market. Concurrent with the effective date of the registration statement relating to this prospectus, we hope to have our common stock be eligible for trading on the OTCQB. There is no guarantee that our common stock will be eligible for being quoted on the OTCQB. 

No of the shares are being offered or sold by us or for our account and we will not receive any proceeds from the sale of such shares. We will bear all costs associated with the offering and sale of these shares, other than any underwriting discounts, agency fees, brokerage commissions or similar costs applicable to the sale of any shares. These costs will be borne by the holder of the shares sold.

The common stock offered by this prospectus is being offered by the selling stockholders at prevailing market prices or privately negotiated prices. The common stock may be sold or distributed from time to time by the selling stockholders directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents. The sale of the common stock offered by this prospectus may be affected in one or more of the following methods, without limitation:
· privately negotiated transactions;
· ordinary brokerage transactions and transactions in which the broker solicits purchases;
· through one or more underwritten offerings on a firm commitment or best efforts basis;
· block trades in which the broker or dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
· purchases by a broker or dealer as principal and resale by the broker or dealer for its own account pursuant to this prospectus;
· short sales;
· through the writing of options on the shares, whether or not the options are listed on an options exchange;
· an exchange distribution in accordance with the rules of any stock exchange on which the shares are listed; or
· any combination of any of these methods of sale.
A holder of the shares may effect transactions by selling the shares directly to purchasers or through or to brokers or dealers, and brokers or dealers may receive compensation in the form of commissions, discounts or concessions from the selling stockholder or from the purchasers of the shares for whom they may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker or dealer may be in excess of customary commissions). Any brokers and dealers engaged by a selling stockholder may arrange for other brokers or dealers to participate in effecting sales of the shares.  These brokers or dealers may act as principals, or as agents of a selling stockholder. Broker-dealers may agree with a selling stockholder to sell a specified number of shares at a stipulated price per share. If the broker-dealer is unable to sell shares acting as agent for a selling stockholder, it may purchase as principal any unsold shares at the stipulated price. Broker-dealers who acquire shares as principals may thereafter resell the shares from time to time in transactions on any stock exchange or automated interdealer quotation system on which the shares are then listed, at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. Broker-dealers may use block transactions and sales to and through broker-dealers, including transactions of the nature described above.  Any of the shares being offered herein may be sold by a transferee, donee, pledgee or other successor of the selling stockholder.
Any of the shares which qualify for sale pursuant to Rule 144 or Rule 144A under the Securities Act of 1933 may be sold under those rules rather than under this prospectus.
A selling stockholder may enter into hedging transactions with broker-dealers, and the broker-dealers may engage in short sales of the shares in the course of hedging the positions they assume with that selling stockholder, including without limitation in connection with distributions of the shares by those broker-dealers. A selling stockholder may enter into option or other transactions with broker-dealers that involve the delivery of the shares to the broker-dealers, who may then resell or otherwise transfer those shares pursuant to this prospectus (as supplemented or amended to reflect that transaction). In addition, a selling stockholder may,applicable exemptions from time to time, sell the shares short, and in those instances, this prospectus may be delivered in connection with the short sales and the shares offered under this prospectus may be used to cover short sales. A selling stockholder may also pledge the shares offered hereby to a broker-dealer or other financial institution, and, upon a default, the broker-dealer or other financial institution may effect sales of the pledged shares under this prospectus (if required, as supplemented or amended to reflect those transactions).
At the time a particular offering of the shares is made, if required, a prospectus supplement will be distributed that will set forth the number of shares being so offered and the terms of the offering, including the name or names of any underwriters, brokers, dealers or agents, the purchase price paid by any underwriter for shares purchased, any discounts, commissions and other compensation and any discounts, commissions or concessions allowed or re-allowed or paid to dealers, and the proposed selling price to the public. Any underwriters, brokers, dealers or agents who participate in the distribution of such shares may be deemed to be "underwriters"registration under the Securities Act and as required under applicable state securities laws. A sale under Rule 144 or under any discounts, commissions or concessions received by them may be deemed to be underwriting compensation underother exemption from the Securities Act.
In connection with this offering, if made through an underwriter, the underwriterour shares of Common Stock, may engage in transactions that stabilize, maintain or otherwise affecthave a depressive effect upon the price of our common stock. Specifically, the underwriter may over-allot this offering, creating a syndicate short position. The underwriter may bid for and purchase shares of Common Stock in any active market that may develop.

We currently do not intend to pay dividends on our common stock in the open marketCommon Stock. As a result, your only opportunity to cover this syndicate short position or to stabilizeachieve a return on your investment is if the price of our common stock.Common Stock appreciates.

We currently do not expect to declare or pay dividends on our Common Stock. In addition, an underwriting syndicatein the future we may reclaim selling concessions from syndicate members and selected dealersenter into agreements that prohibit or restrict our ability to declare or pay dividends on our Common Stock. As a result, your only opportunity to achieve a return on your investment will be if a participating underwriter repurchases previously distributed common stock in syndicate covering transactions, in stabilization transactions or otherwise, or if a participating underwriter receives a report that indicates that the clients of such syndicate members have "flipped" the common stock. Also, in connection with this offering, certain underwriters and selling group members (if any) who are qualified market makers may engage in passive market making transactions in our common stock in accordance with Rule 103 of Regulation M under the Exchange Act. Passive market makers must comply with applicable volume and price limitations and must be identified as such. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for such security; if all independent bids are lowered below the passive market maker's bid, however, its bid must then be lowered when certain purchase limits are exceeded. These activities may stabilize or maintain the market price of our common stockCommon Stock appreciates and you sell your shares at a level above that which might otherwise prevailprofit.

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

We are in a capital-intensive business and we do not have sufficient funds to finance the growth of our business or to support our projected capital expenditures. As a result, we will require additional funds from future equity or debt financings, including sales of preferred shares or convertible debt, to complete the development of new projects and pay the general and administrative costs of our business. We may in the open market. The underwriters are not required to engage in these activitiesfuture issue our previously authorized and may end any of these activities at any time.

In order to comply with theunissued securities, laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.
The selling stockholders and any underwriters, broker-dealers or agents that participateresulting in the saledilution of the common stock may be “underwriters” within the meaningownership interests of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be deemed to be underwriting discounts and commissions under the Securities Act.
A selling stockholder who is an “underwriter” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to statutory liabilities, including, but not limited to, liability under Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act.
To our knowledge, there are currently no plans, arrangements or understandings between the selling stockholder and any underwriter, broker-dealer or agent regarding the sale of the common stock. The selling stockholder may not sell any common stock described in this prospectus and may not transfer, devise or gift these securities by other means not described in this prospectus. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 or Rule 144A of the Securities Act may be sold under Rule 144 or Rule 144A rather than pursuant to this prospectus.
We intend to use our reasonable best efforts to keep the registration statement of which this prospectus is a part effective until the earlier to occur of (i) the date when all of the securities registered hereby are disposed of in accordance with the terms of the shelf registration statement or (ii) the date when the registered shares can be immediately sold to the public without registration or restriction, although we have no obligation to do so.
When we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of the shares covered by this prospectus through a block trade, special offering, exchange distribution or secondary distribution or purchase by a broker or dealer, we will file a supplement to this prospectus, if required, pursuant to Rule 424(b) under the Securities Act, or, if appropriate, a post-effective amendment to the registration statement of which this prospectus is a part, disclosing (a) the name of the such selling stockholder and of the participating broker-dealer or dealers, (b) the number of shares of common stock involved, (c) the price at which the common stock was sold, (d) the commissions paid or discounts or concessions allowed to such broker-dealer or dealers, if applicable, and (e) other facts material to the transaction. In addition, when we are notified by any selling stockholder that a donee or pledgee intends to sell more than 500 shares, a supplement to this prospectus will be filed, if required.
We may suspend the use of this prospectus if we learn of any event that causes this prospectus to include an untrue statement of a material fact required to be stated in the prospectus or necessary to make the statements in the prospectus not misleading in light of the circumstances then existing. If this type of event occurs, a prospectus supplement or post-effective amendment, if required, will be distributed or otherwise made accessible to each selling stockholder. The selling stockholders may not trade securities from the time the selling stockholders receive notice from us of this type of event until the selling stockholders receive or are given access to a prospectus supplement or amendment.

Penny Stock Rules
Our shares of common stock are subject to the "penny stock" rules of the Securities Exchange Act of 1934 and various rules under this Act. In general terms, "penny stock" is defined as any equity security that has a market price less than $5.00 per share, subject to certain exceptions. The rules provide that any equity security is considered to be a penny stock unless that security is registered and traded on a national securities exchange meeting specified criteria set by the SEC, authorized for quotation from the NASDAQ stock market, issued by a registered investment company, and excluded from the definition on the basis of price (at least $5.00 per share), or based on the issuer's net tangible assets or revenues. In the last case, the issuer's net tangible assets must exceed $3,000,000 if in continuous operation for at least three years or $5,000,000 if in operation for less than three years, or the issuer's average revenues for each of the past three years must exceed $6,000,000.
Trading in shares of penny stock is subject to additional sales practice requirements for broker-dealers who sell penny stocks to persons other than established customers and accredited investors. Accredited investors, in general, include individuals with assets in excess of $1,000,000 (excluding the value of their primary residence) or annual income exceeding $200,000 (or $300,000 together with their spouse), and certain institutional investors. For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of the security and must have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the security. Finally, monthly statements must be sent disclosing recent price information for the penny stocks. These rules may restrict the ability of broker-dealers to trade or maintain a market in our common stock, to the extent it is penny stock, and may affect the ability of shareholders to sell their shares.
DESCRIPTION OF SECURITIES
The following descriptionholders of our capital stock is only a summary and is qualified in its entirety by the provisions of our articles of incorporation and bylaws. You should also refer to our certificate of incorporation, as amended, and bylaws, which have been filed as exhibits to the registration statement of which this prospectus forms a part before you make an investment decision with respect to our shares of common stock.   
Common Stock. We are currently authorized to issue 70,000,000600,000,000 shares of common stock, no par value,Common Stock and 5,000,000 shares of preferred stock, no par value. Asstock. Additionally, the Board may subsequently approve increases in authorized Common Stock. The potential issuance of December 31, 2015, we had 31,224,065such additional shares of common or preferred stock and noor convertible debt may create downward pressure on the trading price of our Common Stock. We may also issue additional shares of Common Stock or other securities that are convertible into or exercisable for Common Stock in future public offerings or private placements for capital raising purposes or for other business purposes. The future issuance of a substantial number of shares of Common Stock into the public market, or the perception that such issuance could occur, could adversely affect the prevailing market price of our shares of Common Stock. A decline in the price of our shares of Common Stock could make it more difficult to raise funds through future offerings of our shares of Common Stock or securities convertible into shares of Common Stock.

15

Our Articles of Incorporation allows for our Board to create new series of preferred stock issuedwithout further approval by our stockholders, which could have an anti-takeover effect and outstanding.

Common Stock
Each holder of sharescould adversely affect holders of our commonCommon Stock.

Our authorized capital includes preferred stock is entitled toissuable in one vote for each share held of record on all matters submitted toor more series. Our Board has the vote of stockholders, including the election of directors, although two shareholders, Rosenweiss (only until we become a public company) and Green Tree, each have the right to designate one director, which right has been exercised to date by Green Tree but not Rosenweiss.  The holders of shares of common stock have no preemptive, conversion, subscription or cumulative voting rights.  Other than the authorization of the Boardauthority to issue preferred stock with rights and designations which could make it difficult for a third party to effectuate a change of control in the company, there is no provision in our certificate of incorporation or bylaws that would delay, defer or prevent a change in control of our company.

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

There is currently only a limited public market for our Common Stock and no public market for our Warrants. Failure to develop or maintain a trading market could negatively affect their value and make it difficult or impossible for you to sell your shares.

There is currently only a limited public market for our Common Stock and no market for our Warrants and the public offering price of the units may bear no relationship to the price at which our Common Stock and Warrants will trade after this offering. An active public market for our Common Stock and/or Warrants may not develop or be sustained. Failure to develop or maintain an active trading market could make it difficult for you to sell your shares or Warrants without depressing the market price for such securities or recover any part of your investment in us. Even if an active market for our Common Stock and Warrants does develop, the market price of such securities may be highly volatile. In addition to the uncertainties relating to future operating performance and the profitability of operations, factors such as variations in interim financial results or various, as yet unpredictable, factors, many of which are beyond our control, may have a negative effect on the market price of our securities. Further, quotes for shares of our Common Stock on the OTC may not be indicative of the market price on a national securities exchange.

If and when a larger trading market for our securities develops, the market price of such securities is still likely to be highly volatile and subject to wide fluctuations, and you may be unable to resell your securities at or above the price at which you acquired them.

The market price for our securities may be influenced by many factors that are beyond our control, including, but not limited to:

●variations in our revenue and operating expenses;
●market conditions in our industry and the economy as a whole;
●actual or expected changes in our growth rates or our competitors’ growth rates;
●developments or disputes concerning proprietary rights;
●developments in the financial markets and worldwide or regional economies;
●variations in our financial results or those of companies that are perceived to be similar to us;
●announcements by the government relating to regulations that govern our industry;
●sales of our Common Stock or other securities by us or in the open market;
●changes in the market valuations of other comparable companies;
●general economic, industry and market conditions; and
●the other factors described in this “Risk Factors” section.

16

The trading price of our shares might also decline in reaction to events that affect other companies in our industry, even if these events do not directly affect us. Each of these factors, among others, could harm the value of your investment in our securities.

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

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

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

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

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

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

17

Risks Related to this Offering

Our executive officers, directors, and principal shareholders maintain the ability to control substantially all matters submitted to shareholders for approval.

As of May 2, 2022, our executive officers, directors, and shareholders who owned more than 5% of our outstanding Common Stock, in the aggregate, beneficially owned 164,723,108 shares of Common Stock representing approximately 44.62% of our outstanding capital stock after giving effect to the shares sold in this offering or [●]% if the underwriters exercise their overallotment option in full. As a result, if these shareholders were to choose to act together, they would be able to control substantially all matters submitted to our shareholders for approval, as well as our management and affairs. For example, these persons, if they choose to act together, would control the election of directors and approval of any merger, consolidation, or sale of all or substantially all of our assets. This concentration of voting power could delay or prevent an acquisition of us on terms that other shareholders may desire.

Shares eligible for future sale may have adverse effects on our share price.

Sales of substantial amounts of shares or the perception that such sales could occur may adversely affect the prevailing market price for our shares. We may issue additional shares in subsequent public offerings or private placements to make new investments or for other purposes. We are not required to offer any such shares to existing shareholders on a preemptive basis. Therefore, it may not be possible for existing shareholders to participate in such future share issuances, which may dilute the existing shareholders’ interests in us.

Holders of our Warrants will have no rights as a common stockholder until they acquire our Common Stock.

The Warrants included in the Units in this offering do not confer any rights of Common Stock ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire shares of our Common Stock at a fixed price for a limited period of time. Specifically, commencing on the date of issuance, holders of the Warrants may exercise their right to acquire the Common Stock and pay the exercise price per share, prior to five years from the date of issuance, after which date any unexercised Warrants will expire and have no further value. Until holders of the Warrants acquire Common Stock upon exercise of the Warrants, the holders will have no rights with respect to the Common Stock issuable upon exercise of the Warrants. Upon exercise of the Warrants, the holder will be entitled to exercise the rights of a stockholder as to the security exercised only as to matters for which the record date occurs after the exercise. There can be no assurance that the market price of the Common Stock will ever equal or exceed the exercise price of the Warrants, and consequently, whether it will ever be profitable for holders of the Warrants to exercise the Warrants.

Provisions of the Warrants offered by this prospectus could discourage an acquisition of us by a third party.

In addition to the discussion of the provisions of our governing organizational documents, certain provisions of the Warrants offered by this prospectus could make it more difficult or expensive for a third party to acquire us. The Warrants prohibit us from engaging in certain transactions constituting “fundamental transactions” unless, among other things, the surviving entity assumes our obligations under the Warrants. These and other provisions of the Warrants offered by this prospectus could prevent or deter a third party from acquiring us even where the acquisition could be beneficial to you.

The Warrants offered by this prospectus may not have any value.

The Warrants offered by this prospectus will be exercisable for five years from the date of issuance. There can be no assurance that the market price of our Common Stock will ever exceed the exercise price of the Warrants. In the event that our Common Stock price does not exceed the exercise price of the Warrants during the term of the Warrants, the Warrants may not have any value.

18

Warrants are speculative in nature.

The Warrants included in the Units in this offering do not confer any rights of Common Stock ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire shares of our Common Stock at a majorityfixed price for a limited period of time. Specifically, commencing on the date of issuance, holders of the Warrants may exercise their right to acquire the Common Stock and pay an exercise price of per share, prior to five years from the date of issuance, after which date any unexercised Warrants will expire and have no further value. Until holders of the Warrants acquire Common Stock upon exercise of the Warrants, the holders will have no rights with respect to the Common Stock issuable upon exercise of the Warrants. Upon exercise of the Warrants, the holder will be entitled to exercise the rights of a stockholder as to the security exercised only as to matters for which the record date occurs after the exercise. Moreover, following this offering, the market value of the Warrants is uncertain and there can be no assurance that the market value of the Warrants will equal or exceed their public offering price. There can be no assurance that the market price of the Common Stock will ever equal or exceed the exercise price of the Warrants and consequently, whether it will ever be profitable for holders of the Warrants to exercise the Warrants.

If we fail to comply with the rules and regulations under the Sarbanes-Oxley Act, our operating results, our ability to operate our business and investors’ views of us may be harmed.

Section 404 of the Sarbanes-Oxley Act requires public companies to conduct an annual review and evaluation of their internal controls. Ensuring that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate financial statements on a timely basis is a costly and time-consuming effort that will need to be evaluated frequently. As of December 31, 2021, the Company’s Principal Executive Officer and Principal Financial and Accounting Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective to provide reasonable assurance that information that it is required to disclose in reports that the Company files with the SEC is recorded, processed, summarized, and reported within the time periods specified by the Securities Exchange Act of 1934, as amended (the “Exchange Act”) rules and regulations. Our failure to maintain the effectiveness of our internal controls in accordance with the requirements of the Sarbanes-Oxley Act could have a material adverse effect on our business. We could lose investor confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on the price of our Common Stock. In addition, our efforts to comply with the rules and regulations under the Sarbanes-Oxley Act or new or changed laws, regulations, and standards may differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice. Regulatory authorities may investigate transactions disclosed in our “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and if legal proceedings are initiated against us, it may harm our business.

We do not anticipate paying any cash dividends on our capital stock in the foreseeable future.

We currently intend to retain all of our future earnings to finance the growth and development of our business, and therefore, we do not anticipate paying any cash dividends on our capital stock in the foreseeable future. We believe it is likely that our Board will continue to conclude, that it is in the best interests of the Company and its shareholders to retain all earnings (if any) for the development of our business. In addition, the terms of any future debt agreements may preclude us from paying dividends. As a result, capital appreciation, if any, of our Common Stock will be your sole source of gain for the foreseeable future.

Investors in this offering will experience immediate and substantial dilution in net tangible book value.

The public offering price per share is substantially higher than the net tangible book value per share of our outstanding voting stock. The rightsshares of holdersCommon Stock. As a result, investors in this offering will incur immediate dilution of $7.73 per share, based on the assumed public offering price of $[●] per share. Investors in this offering will pay a price per share that substantially exceeds the book value of our common stockassets after subtracting our liabilities. See “Dilution” for a more complete description of how the value of your investment will be diluted upon the completion of this offering.

19

There can be no assurances that our Common Stock once listed on the Nasdaq Capital Market will not be subject to potential delisting if we do not continue to maintain the listing requirements of the Nasdaq Capital Market.

We intend to apply to list the shares of our Common Stock and Warrants on the Nasdaq Capital Market under the symbols “ALTD” and “ALTDW”, respectively. An approval of our listing application by Nasdaq will be subject to, among other things, our fulfilling all of the listing requirements of Nasdaq. In addition, Nasdaq has rules for continued listing, including, without limitation, minimum market capitalization and other requirements. Failure to maintain our listing (i.e., being de-listed from Nasdaq), would make it more difficult for shareholders to sell our Common Stock and more difficult to obtain accurate price quotations on our Common Stock. This could have an adverse effect on the price of our Common Stock. Our ability to issue additional securities for financing or other purposes, or otherwise to arrange for any financing we may need in the future, may also be materially and adversely affected if our Common Stock is not traded on a national securities exchange.

We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds will be adversely affectedused appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Our management might not apply our net proceeds in ways that ultimately increase the value of your investment. We currently intend to use the net proceeds of this offering primarily for general corporate purposes, including an equity component of the real estate acquisition and expansion of sports’ academy facilities.

Our expected use of net proceeds from this offering represents our current intentions based upon our present plans and business condition. As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering, or the amounts that we will actually spend on the uses set forth above. The amounts and timing of our actual use of the net proceeds will vary depending on numerous factors, including the commercial success of our systems and the costs of our research and development activities, as well as the amount of cash used in our operations. As a result, our management will have broad discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the application of the net proceeds of this offering.

The failure by our management to apply these funds effectively could harm our business. Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return to our stockholders. If we do not invest or apply the net proceeds from this offering in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our Common Stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. Securities and industry analysts do not currently, and may never, publish research on our Company. If no securities or industry analysts commence coverage of our Company, the trading price for our stock would likely be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who covers us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price may decline. If one or more of these analysts ceases coverage of our Company or fails to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline.

20

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

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

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

The projections that our management may provide from time to time reflect numerous assumptions made by management, including assumptions with respect to our specific as well as general business, economic, market and issuefinancial conditions and other matters, all of which are difficult to predict and many of which are beyond our control. Accordingly, there is a risk that the assumptions made in preparing the projections, or the projections themselves, will prove inaccurate. There will be differences between actual and projected results, and actual results may be materially different from those contained in the future. Issuanceprojections. The inclusion of shares of preferred stock may dilute your percentage ownership interest in us.


Warrants and Options

Currently, there are no warrants, options or other convertible securities outstanding.

INTEREST OF NAMED EXPERTS AND COUNSEL
No expert or counsel namedthe projections in this prospectus should not be regarded as an indication that we or our management or representatives considered or consider the projections to be a reliable prediction of future events, and the projections should not be relied upon as such.

We are a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

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

●had a public float of less than $250 million as of the last business day of its most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; or
●in the case of an initial registration statement under the Securities Act or the Exchange Act for shares of its common equity, had a public float of less than $250 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or
●in the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition was zero or whose public float was less than $700 million, had annual revenues of less than $100 million during the most recently completed fiscal year for which audited financial statements are available.

21

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

As a “smaller reporting company,” we may at some time in the future choose to exempt our Company from certain corporate governance requirements that could have an adverse effect on our public shareholders.

Under Nasdaq rules, a “smaller reporting company,” as defined in Rule 12b-2 under the Exchange Act, is not subject to certain corporate governance requirements otherwise applicable to companies listed on Nasdaq. For example, a smaller reporting company is exempt from the requirement of having prepareda compensation committee composed solely of directors meeting certain enhanced independence standards, as long as the compensation committee has at least two members who do meet such standards. Although we have determined not to avail ourselves of this or certifiedother exemptions from Nasdaq requirements that are or may be afforded to smaller reporting companies while we will seek to maintain our shares on Nasdaq, in the future we may elect to rely on any or all of these exemptions. By electing to utilize any such exemptions, our Company may be subject to greater risks of poor corporate governance, poorer management decision-making processes, and reduced results of operations from problems in our corporate organization. Consequently, if we were to avail ourselves of these exemptions, our stock price might suffer, and there is no assurance that we would be able to continue to meet all continuing listing requirements of Nasdaq from which we would not be exempt, including minimum stock price requirements.

As a “controlled company” under the rules of Nasdaq, we may choose to exempt our Company from certain corporate governance requirements that could have an adverse effect on our public stockholders.

Under Nasdaq’s rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including, without limitation, (i) the requirement that a majority of the Board consist of independent directors, (ii) the requirement that the compensation of our officers be determined or recommended to our Board by a compensation committee that is comprised solely of independent directors, and (iii) the requirement that director nominees be selected or recommended to the board of directors by a majority of independent directors or a nominating committee comprised solely of independent directors. Although we currently do not intend to rely on the “controlled company” exemption, we could elect to rely on this exemption in the future if we are a controlled company after this offering. If we elected to rely on the “controlled company” exemption, a majority of the members of our Board might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. Our status as a controlled company could cause our Common Stock to look less attractive to certain investors or otherwise harm our trading price.

If we were to dissolve, the holders of our securities may lose all or substantial amounts of their investments.

If we were to dissolve as a corporation, as part of this prospectusceasing to do business or having given an opinion uponotherwise, we may be required to pay all amounts owed to any creditors before distributing any assets to the validityinvestors. There is a risk that in the event of such a dissolution, there will be insufficient funds to repay amounts owed to holders of any of our indebtedness and insufficient assets to distribute to our other investors, in which case investors could lose their entire investment.

Our Warrant Agreement will designate the courts of the securities being registeredState of New York or upon other legal mattersthe United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our Warrants, which could limit the ability of Warrant holders to obtain a favorable judicial forum for disputes with our Company.

Our Warrant Agreement will provide that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in connection withany way to the registration or offeringWarrant Agreement, including under the Securities Act, will be brought and enforced in the courts of the common stock was employed onState of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the Warrant Agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our Warrants shall be deemed to have notice of and to have consented to the forum provisions in our Warrant Agreement.

If any action, the subject matter of which is within the scope of the forum provisions of the Warrant Agreement, is filed in a contingency basiscourt other than courts of the State of New York or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly,United States District Court for the Southern District of New York (a “foreign action”) in the registrant orname of any holder of its parents or subsidiaries. Nor was anyour Warrants, such person connected withholder shall be deemed to have consented to: (x) the registrant or anypersonal jurisdiction of its affiliates as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

DESCRIPTION OF BUSINESS 
 Overview
We were incorporated on July 13, 1994the state and federal courts located in the State of New York in connection with any action brought in any such court to recruitenforce the forum provisions (an “enforcement action”), and provide an array(y) having service of IT personnel for businesses. Due to the progressive nature of digital services, the Company evolved to provide on-site IT programmers, analysts and architects for corporations, and online services for sales and marketing professionals requiring sales data, marketing intelligence and real-time leads. Historically, our business was a traditional “head hunter” agency which provided on-site IT programmers, analysts and other IT professionals for businesses. In April 2015, we purchased a 49% interestprocess made upon such Warrant holder in GreenTree Magic Software, which is expected to be launched in February 2016, and has a database that provides access to information on IT professionalsany such enforcement action by service upon such Warrant holder’s counsel in the industry. In additionforeign action as agent for such Warrant holder.

This choice-of-forum provision may limit a Warrant holder’s ability to technical qualifications of IT staffbring a claim in a judicial forum that it finds favorable for companies included in the database, the software will also provide business intelligence that allows companiesdisputes with our Company, which may discourage such lawsuits. Alternatively, if a court were to find other businesses that may need their services. The database will include contact information, type of technology used, management information and real-time leads that we believe will enable companies to better target their recruiting efforts. As a resultthis provision of our purchase of the software known as Greentree Magic Software, the Company is also involved in the development of this software and upon its launch we will also be involved in its marketing.


Our corporate headquarters are located at 92 Southgate Drive, Spring Valley, NY 10977 and our telephone number is (212) 390-8311.
Business

IT Services 

Historically, our business was a traditional “head hunter” agency which provided personnel recruitment, programming and IT contingent staff to businesses.  Our clients have included Goldman Sachs, Panasonic, Federal Reserve Bank, and Xpress Scripts.  While our focus has switched from the provision of traditional placement agency services to development and marketing of software to create a technology based placement agency, commencing later in 2016, once the software is being marketed, we expect to once again devote resources to our traditional business of placement services.

We have provided, and expect to provide again in the future, the following IT services:
·Onsite programmers, analysts and architects – recruiting IT personnel for companies either on an hourly basis acting as a consulting firm or as full time employee positions for a one time placement fee acting as a staffing company.

·Programming - providing experienced consultants, offering programming languages such as JAVA C++ PHP C# .NET and supplying talent to work alongside the existing staff of a given company, giving technical advice and acumen to compliment and bolster the existing staff.

·Quality Assurance – providing experience quality assurance personal and business analysts in the same companies and clients as our programming staff.
GreenTree Magic Software

In connection with our agreement with Green Tree described under Green Tree Magic SoftwareWarrant Agreement below, we acquired 49% of the Green Tree Magic Software and we have, together with Green Tree, the exclusive rights to market and distribute the software worldwide. The software, which is currently developed and ready for market which we expect to occur during the first quarter of 2016, will provide business intelligence to companies for business development and professional IT recruiting. The software provides access to information for passive IT applicants in the industry. The software will provide a searchable list by company of the IT personnel within a company and list their technical abilities. We believe that this will provide a tool for companies searching for individuals with a particular array of software inapplicable or hardware expertise. The software will include contact information, type of technology used, management information, and other useful information that enables companies to better target their IT staffing efforts. Users will have access to work history, educational background, skills, technical abilities and specific accomplishments for various levels of IT professional within our listed companies.

We believe that the software will help companies generate sales leads by providing access to actionable triggers, for example, a change in management, use of new software, or the type of programming language used by companies in our database. We also believe that the software will also serve as a business intelligence tool by providing “Strategic Spending Alerts” of businesses throughout the United States, e.g. “Ford Motor Company is opening a new Data Center in Denver Colorado and Ford has allocated $23 million for this project which will require programming and networking personnel”.

From the initial version of the software, which is now fully developed and we currently anticipate launching on February 1, 2016, we will provide skills and contact information for over 30,000 IT professionals, over 2,000 companies and informationunenforceable with respect to one or more than 8,000 spending initiatives totaling millions of dollars,the specified types of actions or proceedings, we may incur additional costs associated with plans to continue buildingresolving such matters in other jurisdictions, which could materially and updating its database, withadversely affect our business, financial condition and results of operations and result in a diversion of the objective of obtaining relevant information for 20,000+ enterprise companies in the United States.

Our aim is to assist staffing firmstime and human resource departments capitalize on this knowledge to find candidates and increase business productivity by licensing to them the GreenTree Magic Software. After licensing the software, clients will be able to create an account. Each license provides access to one account. As an incentive, companies that help us update our database will receive a 5% discount towards their license for the following year. To meet this requirement, clients must provide a minimum of 10 updates. We believe this will increase opportunities to have return clients while keeping our information as current as possible.

The software is currently fully developed and will be marketed once the licensing documentation is in place. No software licenses have been sold to date. We currently expect to offer software licenses for an annual fee of $8,000, which we believe is approximately 50% less than the prices charged by our main competitors.

Although Green Tree has developed the software, we and Green Tree intend to collaborate to provide further enhancements and develop, market and sell the software. Our team of researchers continuously scan the Internet for additional data on companies and IT personnel to increase the scoperesources of our coveragemanagement and to monitor changes as personnel move from job to job.  We currently expect to add to the database, on a monthly basis, data with respect to an excess of 3,000 IT professionals, 200 companies and 2,400 spending initiatives.  These updates will be available, at no additional cost, to purchasers of a license during the 12 month term of the license.

We believe the following to be keys to success of our business:
Board.

·Flexibility to meet the demands of any corporate establishment, regardless of size and requirement.22

·Expertise and advice to tailor each offering to suit the needs of each client.

·Cost effective and competitively priced service.

·Excellent user experience with support from knowledgeable and experienced staff.

·Partnering and collaboration by outlining common goals and understanding of culture, values and approach, that builds trust and openness, resulting in a shared and transparent partnership.
Industry Overview

We believe many factors that have contributed to

Because the rise of the IT solutions market, including enterprise mobility and the expanding global mobile worker population. As the mobile workforce needs to remain in touch with its corporate headquarters and have access to business information at all times, the demand for working solutions such as document sharing and web conferencing, need to be available on all platforms. We believe that the global recession also became a catalyst for companies looking for cost saving strategies, with cloud solutions potentially reducing IT costs by over 35% according to openviewpartners.com.


We believe that demand for efficient business continuity will continue to rise, with the necessity of such technologies not only limited to huge multinationals but for businesses of all sizes. We believe that the market is growing and end-to end, cloud-computing solutions with multiple functionalities and streamlining of business processes and workflow will continue to thrive.

According to Forrester Research Inc., global IT services and products was $1,690 billion in 2011 (comprised 15% of outsourcing and maintenance, 18% consulting and system integration, 20% communications equipment, 21% computer equipment and 25% software) and $2,069 billion in 2013 (comprised 16% communications equipment, 19% consulting and system integration, 20% computer equipment, 20% consulting and system integration and 26% software). (source: https://www.forrester.com/2010+To+2012+Global+Tech+Industry+Outlook/fulltext/-/E-RES58291).

In 2015, 13.1% of worldwide software spending will be in analytics, applications and software-as a-service (“SaaS”) with the mobile SaaS market reaching $1.2 billion in 2011 and expected to grow to $3.7 billion by 2016, at a five-year compound growth rate (Cloud Analytics Growth Rate) of 25.8%. The cloud computing market grew at 36.6% between 2008 and 2013 and was at $55.2 billion by the end of 2013. It is expected to grow further to $241 billion by 2020, according to softwarestrategiesblog.com.

We believe that improving economies in the US and elsewhere will generate cash flow to support the purchases of new mobile, cloud and smart technologies that are transforming businesses and that growing middle classes in emerging markets have created a potential global market for IT services. We believe that SaaS applications will be the fastest growth of any IT spending category.

The IT support and services market has seen a 28% growth on average in 2014, which we believe is due to the growth of the small to medium business market globally and will be $95.7 billion by 2015. (Source: http://www.thewhir.com/web-hosting-news/global-smb-cloud-market-annual-revenue-reach-95b-2015-report).

The United States Department of Labor, Bureau of Labor Statistics has state that employment of computer and information technology occupations is projected to grow 12 percent from 2014 to 2024, faster than the average for all occupations. These occupations are expected to add about 488,500 new jobs, from about 3.9 million jobs to about 4.4 million jobs from 2014 to 2024, in part due to a greater emphasis on cloud computing, the collection and storage of big data, more everyday items becoming connected to the Internet in what is commonlyrisk factors referred to as the “Internet of things,” and the continued demand for mobile computing. (Source: http://www.bls.gov/ooh/computer-and-information-technology/home.htm)

Marketing
Our initial target market will be the existing B2B sector with which we have existing relationships, meaning our current and past staffing customer relationships. In an effort to expand our network we intend to contact prior clients and incentivize them through free trials and below market price licensing fees to try our new technology based services.  By utilizing our software to identify qualified personnel, companies looking to fill an IT position can directly approach potential candidates and hire them without having to pay placement fees to traditional placement agencies.  In addition to the B2B sector, we believe our software will be attractive to traditional placement agencies as a way for them to expand their own databases to increase their ability to locate qualified IT personnel for their clients.  Finally, we believe that at our $5,000 price point, there may be individuals looking to upgrade their positions that would purchase the software to assist in their own job search.
Besides cultivating existing relationships, we plan to engage with businesses and other potential customers through online marketing. To focus our marketing efforts, we plan to segment the market by geography and demographics, such as the location and size of company. Client acquisition is expected to be accomplished through a promotional mix of social network marketing and networking, and by:

• Building relationships - developing and retaining relationships will convey how we believe that our solutions will provide the ability to reach more consumers at a low cost.  We believe that this will also result in referrals to other customers.
• Content Marketing - using targeted and carefully selected content through ad networks, social media and video networks (e.g. YouTube, Website) to develop relationships with clients through “shares” (i.e. sharing our product information and successes through the above, media outlets.)
• Online advertising - specifically targeted at businesses, using professional networks, such as LinkedIn.
• Networking - at major industry conferences and technology events, seeking partners in the industry through the distribution of both on and offline marketing material.
• Website - increased SEO and banner promotion, in order to drive more traffic to our website.
• Blogs – we intend to develop and support blogs which we expect will be constantly updated in order to keep content fresh.

Competition
We believe that Tekmark Global Solutions LLC, a company that offers a range of IT, telecom, financial, consulting and staffing services, Galaxy Systems Inc., a company providing IT consulting and recruiting in the placement industry and Pivotal Solutions, Inc., an IT staffing company of which our director, Steven Edelman, is the chief executive officer, are staffing solutions competitors and Green Tree, Rainking Software, Inc., Monster Worldwide, Inc. and DiscoverOrg Inc. are providers of software for IT staffing and business intelligence with which we compete.

However, there is no comparable offer currently in the market of which we are aware that provides:

·The full range of personnel at each company from management level all the way down to junior IT staff; and
·The depth of information for a passive IT professional candidate (phone, email, place of employment, position, technical skills used in last 5 years).
We expect that GreenTree Magic Software will separate itself from the competition through an affordable pricing structure. We initially intend to charge licensing fees at prices below industry standards in order to increase market share and develop brand awareness. In addition to targeting large companies, we believe his will allow us to also target mid-size companies seeking a strategic edge over the competition as well as smaller price-conscious companies, traditional placement agencies and individuals. Our clients will be ableother risks not mentioned above, could cause actual results or outcomes to use the business intelligencediffer materially from those expressed in our software to improve their staffing practices through enhanced recruiting methods, and generate sales leads through targeted business intelligence. We aim to make the most up to date business intelligence readily available for our clients.
However, larger companies with greater resources and recognition thanany forward-looking statements made by us, may enter the market which may make competition more difficult.

Customers

Our target customer base is expected to include IT staffing firms, IT consulting firms, IT placement agencies, the human resource departments withinyou should not place undue reliance on any company with an IT department and individuals. During the years ended December 31, 2014 and 2013, one customer accounted for 83% and 87% of total sales, respectively, and 100% during the first nine months of 2015.  We expect our dependence on this customer to diminish over timesuch forward-looking statements. Further, any forward-looking statement speaks only as we roll out the GreenTree Magic software and increase our customer base.
Intellectual Property

The Company does not have any patents. The Company is in the process of applying for copyright protection of the Green Tree Magic software.
Government Regulation

date on which it is made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which ones will be subjectarise. In addition, we cannot assess the impact of each factor on our business or the extent to local and international laws and regulations that relate directlywhich any factor, or indirectlycombination of factors, may cause actual results to our operations. We will also be subject to common business and tax rules and regulations pertaining todiffer materially from those contained in any forward-looking statements.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the operation of our business. However, to our knowledge, there are no laws or regulations specifically directed to our industry and proposed business activities.  While general laws about privacy are applicable, we only incorporate publicly available data in our databases.

Employees
The Company currently has two employees, one of which is a full-time employee.  There are currently two persons overseas providing Data Entry and Quality Assurance Services at an expected annual cost of $24,000 of which we will be responsible for 49%meaning of the cost with the balance payable by Green Tree.

Green Tree Magic Software Agreement

On April 27, 2015, we entered into a software purchase agreement with Green Tree Software LLC (“Green Tree”), Steven Edelman, the principalPrivate Securities Litigation Reform Act of Green Tree1995 and Rosenweiss Capital LLC (“Rosenweiss”), pursuant to which we purchased a 49% interest in the software known as “Greentree Magic Software”. We issued 14,700,000 shares of our common stock to Green Tree, representing 49% of our issued and outstanding shares at that time, and $54,000 in cash.

Concurrent with the closing of the software purchase, Rosenweiss purchased 3,000,000 shares of our common stock, representing 10% of our issued and outstanding shares of common stock, for a purchase price of $70,000, which percentage ownership is non-dilutable until we become a public company and to date has resulted in the issuance of an additional 422,406 shares. The agreement also provides that Rosenweiss will make a four year loan of $50,000 to us to use for our working capital.

The agreement provides that Green Tree and Rosenweiss shall each be entitled to appoint one member to our board of directors, although to date, Rosenweiss has not exercised this right and its right expires when we become public. We also agreed that until we become a public company certain corporate actions, such as the issuance of securities, the sale of assets and assumption of liabilities (other than in the ordinary course and liabilities less than $5,000), hiring personnel, setting salaries, declaring or paying distributions require the approval of the director appointed by Rosenweiss.

If the software is not functional and ready for market and has not generated at least $25,000 in revenues by April 2017, Green Tree will return 7,350,000 shares to the treasury of the Company and 7,350,000 shares to Rosenweiss. In such situation, we would retain a 5% interest in the software. As a result of this obligation, Green Tree agreed not to sell or transfer any of the 14,700,000 shares until April 2017, provided that if it desires to transfer any of such shares it must obtain the consent of Rosenweiss and one person who was an original shareholder of the Company.

The agreement also provides that if we do not become a publicly traded company subject to the reporting requirementsSection 21E of the Securities Exchange Act of 1934, prioras amended (the “Exchange Act”). These statements relate to April 2017,future events including, without limitation, the 49% interestterms, timing and closing of our proposed acquisitions or our future financial performance. We have attempted to identify forward-looking statements by using terminology such as “anticipates,” “believes,” “expects,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predict,” “should,” “will,” or the negative of these terms or other comparable terminology. These statements are only predictions; uncertainties and other factors may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels or activity, performance, or achievements expressed or implied by these forward-looking statements. Although we havebelieve that the expectations reflected in the software shall revert backforward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Our expectations are as of the date this prospectus is filed, and we do not intend to Green Treeupdate any of the forward-looking statements after the date this prospectus is filed to confirm these statements to actual results, unless required by law.

You should not place undue reliance on forward looking statements. The cautionary statements set forth in this prospectus identify important factors which you should consider in evaluating our forward-looking statements. These factors include, among other things:

●Our ability to effectively execute our business plan;
●Our ability to manage our expansion, growth, and operating expenses;
●Our ability to protect our brands and reputation;
●Our ability to repay our debts;
●Our ability to comply with new regulations that affect our business;
●Our ability to evaluate and measure our business, prospects, and performance metrics;
●Our ability to compete and succeed in a highly competitive and evolving industry;
●Our ability to respond and adapt to changes in technology and customer behavior;
●Risks in connection with completed or potential acquisitions, dispositions and other strategic growth opportunities and initiatives;
●Risks related to the anticipated timing of the closing of any potential acquisitions;
●Risks related to the integration with regards to potential or completed acquisitions;
●Various risks related to health epidemics, pandemics and similar outbreaks, such as the coronavirus disease 2019 pandemic, which may have material adverse effects on our business, financial position, results of operations and/or cash flows;

23

●Our ability to obtain, maintain and defend patent protection for our technology and products or if the scope of the patent protection obtained is not sufficiently broad, we may not be able to compete effectively; and
●We depend on our proprietary technology which we may not be able to protect.

The foregoing list of important factors does not include all such factors, nor necessarily present them in order of importance. In addition, you should consult other disclosures made by the Company (such as in our other filings with the SEC or in our press releases) for other factors that may cause actual results to differ materially from those projected by the Company. For additional information regarding risk factors that could affect the Company’s results, see “Risk Factors” beginning on page 8 of this prospectus, and Green Tree shall return 7,350,000 sharesas may be included from time-to-time in our reports filed with the SEC.

The Company intends the forward-looking statements to speak only as of the time of such statements and does not undertake or plan to update or revise such forward-looking statements as more information becomes available or to reflect changes in expectations, assumptions, or results. The Company can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this prospectus, could materially and adversely affect our results of operations, financial condition, and liquidity, and our future performance.

Industry Data and Forecasts

This prospectus also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other industry data. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We have not independently verified the statistical and other industry data generated by independent parties and contained in this prospectus. In addition, projections, assumptions, and estimates of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including, but not limited to, the treasurypossibility that we may fail to preserve our expertise in consumer product development; that existing and potential distribution partners may opt to work with, or favor the products of, the Companycompetitors if our competitors offer more favorable products or pricing terms; that we may be unable to maintain or grow sources of revenue; that we may be unable maintain profitability; that we may be unable to attract and 7,350,000 sharesretain key personnel; or that we may not be able to Rosenweiss sucheffectively manage, or to increase, our relationships with customers; and that each party shallwe may have an equal ownershipunexpected increases in costs and expenses. These and other factors could cause results to differ materially from those expressed in the Company.estimates made by the independent parties and by us.

24

DESCRIPTION

USE OF PROPERTY

The Company currently uses office space providedPROCEEDS

Based upon an assumed public offering price of $[●] per share, we estimate that we will receive net proceeds from this offering, after deducting the underwriting discounts and the estimated offering expenses payable by our President at no charge. us, of approximately $[●] million assuming the Representative does not exercise its over-allotment option.

We plan to use the net proceeds we receive from this offering for the following purposes:

Use of

Net

Proceeds

Working Capital$[●]
[●]$[●]
[●]$[●]
[●]$[●]

We believe that our existing cash and cash equivalents, along with the net proceeds from this offering and any proceeds from the exercise of Warrants, together with interest on cash balances, will be sufficient to fund our operating expenses and capital expenditure requirements through at least the next [12 months]. The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. However, the nature, amounts and timing of our actual expenditures may vary significantly depending on numerous factors. As a result, our management has and will retain broad discretion over the allocation of the net proceeds from this offering. We may find it necessary or advisable to use the net proceeds from this offering for other purposes, and we will have broad discretion in the application of net proceeds from this offering. To the extent that the net proceeds we receive from this offering are not immediately used for the above purposes, we intend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments.

25

MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Market and Other Information

Our Common Stock is currently quoted on the OTC under the trading symbol “ALTD.” Quotations on the OTC reflect inter-dealer prices, without retail mark-up, mark-down commission, and may not represent actual transactions. On May 2, 2022, the reported closing price of our Common Stock was $0.0275 per share.

Nasdaq Listing Application

Our Common Stock is currently quoted on the OTC under the symbol “ALTD.” In connection with this space is adequate.

LEGAL PROCEEDINGS 
offering, we intend to apply to have our Common Stock and Warrants listed on the Nasdaq Capital Market under the symbols “ALTD” and “ALTDW,” respectively. If approved, we expect to list our Common Stock and the Warrants offered in this offering on Nasdaq upon consummation of this offering, at which point our Common Stock will cease to be traded on the OTC. No assurance can be given that our listing application will be approved. This offering will occur only if Nasdaq or another securities exchange approves the listing of our Common Stock and Warrants. If Nasdaq or another U.S. securities exchange does not approve the listing of our Common Stock and Warrants, we will not proceed with this offering. There arecan be no pending legal proceedings to which we are a partyassurance that our Common Stock and warrants will be listed on the Nasdaq or in which any director, officer or affiliateanother securities exchange. For more information see the section “Risk Factors.”

Holders

As of ours, any ownerMay 2, 2022, there were 369,608,405 shares of Common Stock issued and outstanding and approximately 181 registered holders of record or beneficially of more than 5% of any class of our voting securities, or security holderCommon Stock. The number of shareholders of record does not include certain beneficial owners of our Common Stock whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other fiduciaries.

Transfer Agent

Action Stock Transfer Corp. with offices located at 2469 E. Fort Union Blvd., Suite 214, Salt Lake City, UT 84121, and a telephone number of (801) 274-1088. Our transfer agent will also serve as the Warrant Agent for the warrants underlying the Units sold in this offering.

Dividend Policy

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

26

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of December 31, 2021. Such information is a party adverse to us or has a material interest adverse to us. Toset forth on the following basis:

●

an actual basis (giving effect on a retroactive basis, to a 1-for [●] reverse stock split which was effected on [●], 2022); and

●

on a pro-forma basis to give effect to our sale of $[●] of Units in this offering at the assumed public offering price of $[●] per share, which is the last reported sale price of our Common Stock on the OTC on [●], 2022, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The as adjusted information below is illustrative only and our knowledge,capitalization following the closing of this offering will be adjusted based on the actual public offering price and other terms of this offering determined at pricing. You should read this information together with our property is notfinancial statements and the subject of any pending legal proceedings. 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 
Our related notes thereto included elsewhere in this prospectus and the information set forth under the heading “Management’s Discussion and Analysis contains not only statements that are historical facts, but also forward-looking statements which involve risksof Financial Condition and uncertainties and assumptions. Because forward-looking statements are inherently subject to risks and uncertainties, our actual results may differ materially from the results discussed in the forward-looking statements. The following discussion and analysisResults of financial condition and results of operations of the Company is based upon, and should be read in conjunction with, the audited financial statements and related notesOperations” included elsewhere in this prospectus.

  As of December 31, 2021 
  Unaudited 
  Actual  Pro Forma 
Cash and cash equivalents $423,165  $[●] 
Stockholders’ equity        
Preferred stock – no par value, 5,000,000 shares authorized, 51 shares issued and outstanding  —   [●] 
Common Stock – no par value, 600,000,000 shares authorized, 358,070,905 shares issued, issuable, and outstanding  30,362,949   [●] 
Accumulated deficit  (2,917,881)  [●] 
Total stockholders’ equity $27,445,068  $[●] 
Total capitalization $27,868,233  $[●] 

Each $1.00 increase (decrease) in the assumed public offering price of $[●] per Unit would increase (decrease) the as adjusted amount of cash and cash equivalents, additional paid-in capital, total stockholders’ equity (deficit) and total capitalization by approximately $[●] million, assuming that the number of Units offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We qualify as an “emerging growth company” undermay also increase or decrease the JOBS Act. As a result,number of Units we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long asoffering. Each increase (decrease) of [●] Units in the number of Units we are an emerging growth company, weoffering would increase (decrease) the as adjusted amount of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $[●] million, assuming that the assumed public offering price remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. The as adjusted information discussed above is illustrative only and will not be required to:

adjusted based on the actual public offering price and other terms of this offering determined at pricing.

The number of shares of our Common Stock to be outstanding after this offering is based on 358,070,905 shares of our Common Stock outstanding as of December 31, 2021, and excludes:

●

have an auditor report on

[●] shares of our internal controls over financial reporting pursuant to Section 404(b)Common Stock issuable upon the exercise of the Sarbanes-Oxley Act;Warrants to be issued as part of the Units;

●

[●] shares of our Common Stock issuable upon exercise of the Warrants underlying the underwriter’s over-allotment option; and
   
 ●comply with any requirement that may be adopted by[●] shares of our Common Stock issuable upon exercise of the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplementRepresentative Warrants.

27

DILUTION

Each Unit, with an assumed public offering price of $[●] per Unit, which is the last reported sale price of our Common Stock on the OTC Markets on [●], 2022, consists of one share of Common Stock and a Warrant to purchase one share of Common Stock.

If you invest in our Units, your interest will be diluted immediately to the extent of the difference between the offering price per share of our Common Stock that is part of the Unit and the as adjusted net tangible book value per share of our Common Stock immediately after giving effect to this offering.

As of December 31, 2021, our historical net tangible book value was $[●] or $[●] per share of Common Stock. Historical net tangible book value per share represents the amount of our total tangible assets reduced by total liabilities, divided by [●] the number of shares of Common Stock outstanding on December 31, 2021.

After giving effect to the sale of [●] Units, at the assumed offering price of $[●] per Unit, which is the last reported sale price of our Common Stock on the OTC Markets on [●], 2022, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our net tangible book value as of December 31, 2021 would have been $[●] or $[●] per share of Common Stock. This amount represents an immediate increase in net tangible book value of $[●] per share to our existing stockholders. Investors purchasing our Common Stock in this offering will have paid $[●] more than the as adjusted net tangible book value per share of Common Stock after this offering.

The following table illustrates this dilution on a per share basis:

Assumed offering price per share (attributing no value to the auditor’s report providing additional information aboutWarrants)$[●]
Historical net tangible book value per share as of December 31, 2021$[●]
Increase in net tangible book value per share attributable to new investors$[●]
Net tangible book value per share after the auditoffering$[●]
Dilution per share to new investors$[●]

Each $1.00 increase (decrease) in the assumed public offering price of $[●] per Unit would increase (decrease) our net tangible book value after this offering by approximately $[●] per share, and increase (decrease) the dilution per share to new investors by approximately $[●] per share, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us full.

The number of shares of our Common Stock to be outstanding after this offering is based on 358,070,905 shares of our Common Stock outstanding as of December 31, 2021, and excludes:

·

[●] shares of our Common Stock issuable upon the exercise of the Warrants to be issued as part of the Units;

·

[●] shares of our Common Stock issuable upon exercise of the Warrants underlying the underwriter’s over-allotment option; and the financial statements (i.e., an auditor discussion and analysis);

   
● submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

·

[●

disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons] shares of our Common Stock issuable upon exercise of the CEO’s compensation to median employee compensation.Representative Warrants.

If we issue additional shares of Common Stock in the future, there could be further dilution to investors participating in this offering. In addition, we anticipate needing to raise additional capital before generating positive cash flows and we may choose to raise additional capital because of market conditions or strategic considerations, even if we believe that we have sufficient funds for our current or future operating plans. If we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

28

In addition, Section 107

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations for the years ended December 31, 2021 and 2020 should be read in conjunction with the information included under “Business,” “Selected Consolidated Financial Data” and our consolidated financial statements and the accompanying notes included elsewhere in this prospectus. The discussion and analysis below are based on comparisons between our historical financial data for different periods and include certain forward-looking statements about our business, operations, and financial performance. These forward-looking statements are subject to risks, uncertainties, assumptions, and other factors described in “Risk Factors.” Our actual results may differ materially from those expressed in, or implied by, those forward-looking statements. See “Special Note Regarding Forward-Looking Statements.”

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

Certain information contained in this discussion and elsewhere in this prospectus may include “forward-looking statements” within the meaning of the JOBSPrivate Securities Litigation Reform Act also providesof 1995 and is subject to the safe harbor created by that an emerging growth company can take advantage ofact. The safe harbor created by the extended transition period providedPrivate Securities Litigation Reform Act will not apply to certain “forward looking statements” because we issued “penny stock” (as defined in Section 7(a)(2)(B)3(a)(51) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, and Rule 3(a)(51-1) under the Exchange Act) during the three year period preceding the date(s) on which would occur ifthose forward looking statements were first made, except to the market valueextent otherwise specifically provided by rule, regulation or order of the Securities and Exchange Commission (the “SEC”). We caution readers that certain important factors may affect our actual results and could cause such results to differ materially from any forward-looking statements which may be deemed to have been made in this prospectus or which are otherwise made by or on our behalf. For this purpose, any statements contained in this prospectus that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “explore,” “consider,” “anticipate,” “intend,” “could,” “estimate,” “plan,” or “propose” or the negative variations of those words or comparable terminology are intended to identify forward-looking statements. Factors that may affect our results include, but are not limited to, the risks and uncertainties associated with:

●

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

●

Our ability to implement our business plan;

●

Our ability to generate sufficient cash to survive;

●

The degree and nature of our competition;

●

The lack of diversification of our business plan;

●

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

●

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

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

29

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

Overview

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

Business Revenue Streams

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

Owned Sports Tuition Properties

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

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

Academic Tuition Properties

Altitude Online was established to support and address the global demand for distance learning. This is a natural extension of our ordinary shares thatexisting brick-and-mortar academic operations. Through our corporation system status, Altitude Online is held by non-affiliates exceeds $700 millionfully accredited school. The economics of an online distance school presents a significant potential opportunity. Now students from around the world will have the opportunity to earn an American high school diploma in their home countries while attending Altitude Online. The curriculum for both the regular and distance delivery is digital with built-in course sequencing, pacing, and student, and parent-teacher transparency. There are 60 languages incorporated with the platform, making it easy to onboard students from around the world. Altitude can support the destination student residing in Port Saint Lucie, Florida, as well as students in the United States or around the world.

Sport Technology Properties

Altitude Water manufactures Atmospheric Water Generators (“AWGs”). AWGs produce pure water through the condensation process. Our AWGs range from smaller residential, light commercial, and heavy-duty military-grade machines. The machines supply up to 12, 100, and 200 gallons of water per day.

SLCS was formed to operate the operations and technology for 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. During the coronavirus (COVID-19) pandemic, SLCS performed, and continues to perform, weekly fogging and sanitizing services for CMAS. SLCS provides SLCS carries numerous products for sanitizing using an electrostatic fogger to protect offices and their employees for an extended period depending on the client’s needs.

Altitude Chambers specializes in creating uniquely engineered, membrane-based designs for simulated altitude training environments. Altitude Chambers entered into an exclusive, perpetual licensing agreement with Sporting Edge UK Ltd., Inc. (“Sporting Edge UK”), a UK company, which granted Altitude International, Inc. a license and access to Sporting Edge’s intellectual property and proprietary technology related to properly engineered, membrane-based designs for simulated altitude training equipment. The product line ranges from personal at-home use machines to fully integrated environmental rooms and chambers. Altitude has the licensing rights to use all technology to manufacture the products and to sell them (directly or through distributors) in North, Central, and South America. The manufacturing of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

Plan of Operation
Since our incorporation in July 1994 we have beenenvironmental rooms and chambers takes place in the business of placing IT professionals for businessUnited States.

Altitude Wellness will focus on helping its future members reach their individual health goals by offering various experiences that enhance the way members look and derived revenuesfeel. Multiple modalities ranging from the payment of “head hunting” or placement fees, the amount of which fees varies depending upon the seniorityaltitude chambers, cryo chambers, ozone chamber, red light therapy, IV therapy, infrared sauna, and neuro feedback are just a few of the employee being placed and the sizetreatments that will be available.

Effects of the new employer, uponCOVID-19 Pandemic

The current outbreak of COVID-19 has globally resulted in loss of life, business closures, restrictions on travel, and widespread cancellation of social gatherings. While the successful placement. disruption is currently expected to be temporary, there is considerable uncertainty around the duration. The extent to which the COVID-19 pandemic impacts our business will depend on future developments, which are highly uncertain and cannot be predicted at this time, including:

●

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

●

the duration and spread of the outbreak;

●

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

●

regulatory actions taken in response to the pandemic;

●

other business disruptions that affect our workforce;

●

the impact on capital and financial markets; and

●

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

In April 2015, we purchasedaddition, the current outbreak of COVID-19 has resulted in a 49% interest in GreenTree Magic Software, which when launched, will have a database that will provide access to information on IT professionalswidespread global health crisis and adversely affected global economies and financial markets, and similar public health threats could do so in the industry andfuture. If the disruptions posed by the COVID-19 pandemic or other business intelligence that will allow companies to find other businesses that may need their services. The database will include contact information, typematters of technology used, management information and real-time leads that we believe will enable companies to better target their recruiting efforts. Under our agreement with Green Tree, we will be entitled to 49%global concern continue for an extensive period of any revenues earned in connection withtime, the licensing of the Green Tree Magic Software and 49% of future development costs of the software, although we will not be responsible for any of Green Tree’s marketing expenses.


Our plan of operations for the next 12 months is to commence marketing the Green Tree Magic Software in the first quarter of 2016 and promoting the software to our current and former clients through email, telephone, and on-site sales calls. In the medium term (2-3 years) we hope to acquire 3 to 7 new client accounts per month at $8,000 per user and thereafter to expand the customer base and reach of clients targeting emerging markets. While the focal point of our business willmay be the sale of licenses to the Green Tree Software, we still intend to continue our historical business of placing individuals tomaterially adversely affected.

To the extent wethe COVID-19 pandemic or a similar public health threat has an impact on our business, it is likely to also have the time to devote to it.


Resultseffect of Operations
Forheightening many of the years ended December 31, 2014 and December 31, 2013

Revenues

We generated revenues of $173,455 for the year ended December 31, 2014 as compared to revenues of $330,398 for the year ended December 31, 2013, a decrease of $155,943 or 47.2%. The revenues were derived from placement fees paid by employers upon the successful placement of our clients. The decrease in revenues was due to management devoting less time and resources to our individual placement business due to its concentration on acquiring and/or developing software to become a technology based placement business, ultimately leading us to the Green Tree software.
Operating Expenses

Operating expenses for the year ended December 31, 2014 were $25,953 which was comprised of insurance expenses of $6,695 and general and administrative expenses of $19,258 as compared with operating expenses of $56,420 for the year ended December 31, 2013 which was comprised of insurance expenses of $8,134, payroll expenses of $28,000 and general and administrative expenses of $20,286.  The decrease is primarily due to having fewer employees resulting in lower payroll expenses.

Net Income

Net income for the year ended December 31, 2014 was $6,998 as compared with net income of $48,351 for the year ended December 31, 2013, a decrease of $41,353 or 85.5%.  The decrease in net income was primarily due to lower revenues.

For the nine months ended September 30, 2015 and September 30, 2014
Revenues

We generated revenues of $90,042 for the nine months ended September 30, 2015 as compared to revenues of $135,831 for the nine months ended September 30, 2014, a decrease of $45,789 or 33.7%.  The revenues were derived from placement fees paid by employers upon the successful placement of our clients. The decrease in revenues was due to management devoting less time and resources to our individual placement business due to their concentration on acquiring and then developing the Green Tree software. 

Operating Expenses

Operating expenses for the nine months ended September 30, 2015 were $34,505 which was comprised of legal and professional expenses of $20,000, insurance expenses of $3,560 and general and administrative expenses of $10,945 as compared with operating expenses of $22,736 for the nine months ended September 30, 2014 which was comprised of insurance expenses of $7,041 and general and administrative expenses of $15,695.  The increase is primarily due to incurring legal fees in connection with the acquisition of Green Tree and the financing.

Net Income

Net profit for the nine months ended September 30, 2015 was $14,778 as compared with net loss of $27,046 for the nine months ended September 30, 2014. The increase in net income was due to lower cost of services provided which is primarily attributable to employee related expenses being charged during the period and there being an additional consultantother risks described in the prior period.

Liquidity and Capital Resources
We had a cash balance of $121,416 and working capital of $117,222 at September 30, 2015.

Between March 2015 and July 2015, we raised a total of $118,511 through the sale of our common stock.  We also received proceeds from a $50,000 note.  We believe that current cash on hand, along with anticipated revenues, will be sufficient to fund all of the Company’s requirements for the next twelve months.

The Company’s capital requirements for the next 12 months will consist of expenses of becoming a public company, software enhancements and development and expenses for obtaining copyrights all of which we currently estimate will cost $75,000.  In the event there are unanticipated expenses and we need additional funds, we may seek to raise additional funding that we require in the form of equity financing from the sale of our common stock.  However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund such additional expenses.  We currently do not have any agreements, arrangements or understandings with any person or entity to obtain funds through bank loans, lines of credit or any other sources.
Sources and Uses of Cash

 Net cash provided by operating activities during the nine months ended September 30, 2015 was $30,357 compared to net cash of $3,672 used in operating activities during the nine months ended September 30, 2014. Net cash provided by financing activities of $145,059 was received from the issuance of common stock and a promissory note during the nine months ended September 30, 2015, compared to $33,049 net cash used in financing activities during the nine months ended September 30, 2014. Net cash of $54,000 was used in the nine months ended September 30, 2015 to purchase the Green Tree Magic Software. There was no net cash used in investing activities for the nine months ended September 30, 2014.

 Off Balance Sheet Arrangements
We currently have no off-sheet balance arrangements.
“Risk Factors” section.

Critical Accounting Policies,

Estimates and Assumptions

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

Changes in Accounting Principles. No significant changes in accounting policiesprinciples were adopted during fiscal 2020 and 2019.

30

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

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

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

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

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

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

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

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

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

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

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

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

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

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

31

Plan of Operation

The 2022 operational plan consists of:

1.

Continue establishing and expanding the different segments associated with the expanded ALTD operations. The divisions include:

a.Altitude Chamber Technology Division
b.Tennis, Golf, Basketball, and Academic Academies Division
c.Soccer Academy Division, including RUSH Soccer
d.Water Manufacturing / Technology Division
e.Cleaning and Sanitation Division
f.Altitude Wellness Division
g.

Altitude Online Learning Division

2.

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

3.

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

4.Plan to expand in complementary ways, including establishing a basketball division (estimated to be ready for student athletes in 2022) and swimming and lacrosse divisions (estimated to be ready for student athletes in 2023).

Commercial operations are in Port Saint Lucie, Florida.

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.

32

Results of Operations

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

Revenue

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

Direct Costs of Revenue

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

Operating Expenses

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

Other Income (Expenses)

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

Net Loss

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

Liquidity and Capital Resources

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

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

Going Concern

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

Sources and Uses of Cash

Operating activities during the period ended December 31, 2021 used $1,690,239 of net cash. Net cash provided by investing activities was $2,155 for the period ended December 31, 2021. Net cash provided by financing activities of $1,977,246 was received from the issuance of Common Stock and shareholder advances during the period ended December 31, 2021. Operating activities during the period ended December 31, 2020 used $898,792 of net cash. Net cash used in investing activities was $11,667 for the period ended December 31, 2020. Net cash provided by financing activities of $794,187 was received from the issuance of Common Stock and shareholder advances during the period ended December 31, 2020.

33

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

Off Balance Sheet Arrangements

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

Critical Accounting Policies

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates aboutand assumptions that affect the effectreported amounts of mattersassets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the amortization period for intangible assets, valuation and impairment valuation of intangible assets, depreciable lives of the web site and property and equipment, valuation of warrant and beneficial conversion feature debt discounts, valuation of share-based payments and the valuation allowance on deferred tax assets.

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

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

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

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

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

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

34

Level 3: Unobservable inputs in subsequent periods. In applying these critical accounting policies, our management uses its judgment towhich little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

Revenue Recognition. Revenue is recognized in accordance with ASC 606. The Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the appropriate assumptionstransaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be usedwithin the scope of Topic 606, the Company evaluates the goods or services promised within each contract related performance obligation and assesses whether each promised good or service is distinct. The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

The Company recognizes revenue upon completion of our performance obligations or expiration of the contractual time to use services such as professional service hours purchased in makingbulk for a given time period.

Stock-Based Compensation. In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees except for certain estimates. Actualcircumstances. Any transition impact will be a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. This ASU is effective for the annual period beginning after December 15, 2018, including interim periods within that annual period and early adoption is permitted. We adopted this guidance on January 1, 2019, and the adoption of ASU No. 2018-07 did not have a material impact on our financial statements.

Inflation Risk

In the opinion of management, inflation has not had a material effect on the Company’s financial condition or results may differ from these estimates.

We define critical accounting policies as those that are reflective of significant judgments and uncertainties and which may potentially result in materially different results under different assumptions and conditions. In applying these critical accounting policies,its operations. Nonetheless, if our management uses its judgmentcosts were to determine the appropriate assumptions to be used in making certain estimates. These estimates arebecome subject to an inherent degree of uncertainty.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None 
MARKET PRICE FOR OUR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
No public market currently exists for the securities being offered. Consequently, our stockholders willsignificant inflationary pressures, we may not be able to sell their sharesfully offset such higher costs. Our inability or failure to do so could harm our business, results of operations, or financial condition.

35

BUSINESS

Overview

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

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

Altitude’s growth initiatives include scaling the existing tuition categories, adding new ones in sports, arts, and sciences in the coming years, pursuing a consolidation strategy within the soccer club system in the United States, and exponentially growing our shares is an illiquid investment.

However, we anticipate applying for tradingaccredited academic model. Strategic to our continued growth, the establishment of Altitude’s headquarters in Port Saint Lucie, Florida marked our international destination footprint by adding to our asset base and securing control of the hospitality side of our securitiesbusiness. The management team of Altitude is well versed in developing an ecosystem where the business sectors drive network and growth impact between one another, providing increased earnings and value to the Altitude properties.

Altitude Headquarters

Recent Acquisition

On March 7, 2022, Altitude Soccer entered into a Management Consulting and License Agreement (the “RUSH Agreement”) with Soccer Partners America, a Colorado not-for-profit corporation (“RUSH Soccer”). Rush Soccer is a nationally competitive youth soccer club network that administers boys’ and girls’ teams internationally (the “RUSH Programs”) with proprietary training methodology, documentation, and materials (the “RUSH Material”), proprietary technologies and platforms (the “RUSH Technologies”), and a database of individuals (the “RUSH Database”). The Company issued 10,000,000 shares of common stock for the acquisition.

36

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

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

Business Revenue Streams

We operate across three revenue streams: (i) Sport Tuition Properties, (ii) Academic Tuition Properties, and (iii) Sport Technology Properties. Our revenue streams are presented in the table below:

We operate through the following wholly-owned eleven subsidiaries: Breunich Holding, Inc., a Delaware corporation (“BHI”), Altitude International, Inc., a 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, a Florida limited liability company (“CMAS”), Trident Water, LLC, a Florida limited liability company (“Altitude Water”), Altitude Wellness, LLC, a Florida limited liability company (“Altitude Wellness”), NVL Academy, LLC, a Florida limited liability company (“Altitude Volleyball”), North Miami Beach Academy LLC, a Florida limited liability company (“NMBA”), Six Log Cleaning & Sanitizing LLC, a Florida limited liability company (“SLCS”), and Altitude Online, LLC, a Florida limited liability company (“Altitude Online Learning”).

37

Altitude Sports Properties

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

The Altitude Academies’ operations were formed in 2010 and reside on a 258-acre property located in Sandpiper Bay, Florida, which is owned by Holiday Village of Sandpiper, Inc., a Florida corporation (“Club Med”), located at 3500 SE Morningside Boulevard, Port St. Lucie, FL 34952. Altitude Academies maintains an Operating and Licensing Agreement (the “Club Med Agreement”) with Club Med.

The Club Med Agreement stipulates that Altitude Academies is allowed to use the facilities at Club Med for its academy and athletic programs. The Club Med Agreement runs for a term of one year beginning May 1, 2021 and as of April 27, 2022, the Company has a Purchase and Sale Agreement for the property. Altitude Academies agreed to promote, staff, and deliver the academy programs, as well as provide and maintain all necessary supplies and equipment, for Altitude Academies’ clients and students. Altitude Academies also provides Club Med with client feedback and complies with all standard operating procedures and guidelines provided by Club Med. Club Med agreed to provide room and board to Altitude Academies and repairs and maintenance of all infrastructure utilized by Club Med Academies, including utilities and capital costs associated with Club Med-owned facilities. Club Med provides all-inclusive programming delivered to its resort guests. Both parties are required to maintain insurance policies that will cover their operations, ensure their employees abide by all laws and facility rules, pass background checks, and indemnify Altitude sports properties.

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

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

38

The programs are delivered by world-class directors and coaches and key administrated support is centrally supported with marketing, sales, and back-office support.

●Gabriel Jaramillo, an officer of Altitude International Holdings, Inc., leads tennis. Mr. Jaramillo and Gregory Breunich, alongside Nick Bolletteri, have a long-standing reputation for having assisted in the building and development of many of the finest professional athletes ever to play the game of tennis (e.g., Agassi, Sampras, Kournikova, Sharapova, Seles, and the Williams sisters) in the world.
●Matthew Fields leads the golf program having a similar background and formerly the head of the International Junior Golf Academy. Mr. Fields has assisted in the development of Morgan Hoffman, ShanShan Feng, Richy Werenski, and Stephanie Meadow.
●Piotr and Kaya Marciniak – both current AVP Professional Beach players and former Poland Indoor National Team players. Mellissa Piazza is a former All-American in the US Collegiate indoor volleyball circuit. These three individuals round out the team for Altitude’s volleyball offerings.
●Ferdinando De Mattheis a Soccer Hall of Fame Coach who, since 1999, coached four teams in Italy, and one team in the U.S., heads up our soccer operations.

The programs follow a sport-specific methodology employing in-depth cyclical training plans covering all aspects of player development. All sports at the academies require a long-term outlook for building a sound and complete athlete. There are two groups and two shifts of training every morning and afternoon with academics alternated in the same manner. In the programs, there are full-time, short-time, junior, and professional regimens available, each focusing on the OTCQB maintained by FINRA,building process designed to ensure participants’ long-term success. Over the directors’ 40-year history, the program has placed thousands of kids into every national college division and expecttrained and placed hundreds of athletes into the professional ranks.

Marketing and Customers

Our academies market internationally to a target audience of young soccer, volleyball, tennis and golf players and their families through websites and social media channels, delivering in-person clinics in specific regions. Our academies have developed a global agent network that refers athletes, students, professional and college teams from Europe, Asia, North America and South America. Their target audience comprises young individuals possessing the passion and drive to excel as collegiate and professional athletes. Because our academies offer training and education to student-athletes from around the world, the academic model also provides support in language and cultural awareness as students acclimate to our unique environment.

North Miami Beach Academy LLC

A picture containing tree, outdoor, sport Description automatically generated

NMBA was formed in Florida in February 2017. Through a bid process, the City of North Miami Beach awarded NMBA the right to operate a stand-alone academy at Judge Arthur Snyders Tennis Center. The bid process occurs every three to four years. The bid is currently underway for another term. In the event Altitude is not successful winning the re-bid, we have already taken precautions and moved the education component of the business and secured the tennis courts at Florida International University Bay Biscayne campus (“FIU”) in North Miami. The new relationship with FIU may prove to be a long-term academy operation for Altitude whether we win or lose the bid.

39

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

Altitude’s Education Properties

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

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

Altitude Online, LLC was recently established in 2021 to support and address the global demand for distance learning. This is a natural extension of our existing brick-and-mortar academic operations. Through our 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. The curriculum for both the regular and distance delivery is digital with built-in course sequencing, pacing, and student, and parent-teacher transparency. There are 60 languages incorporated with the platform making it easy to onboard students from around the world. Altitude can support the destination student residing in Port Saint Lucie, Florida, as well as students in the United States or around the world. Effectively the student-athlete will be able to receive and American diploma from anywhere in the world from Altitude’s educational offering.

40

Altitude Technology Properties

Our Atmospheric Water Generators

Altitude Water manufactures Atmospheric Water Generators (“AWGs”). AWGs produce pure water through the condensation process. Our AWGs range from smaller residential, light commercial, and heavy-duty military-grade machines. The machines supply up to 12, 100, and 200 gallons of water per day.

The competitive advantage of Altitude Water’s patented ozone purification process is that it keeps the water and the system free from contaminants. The water is then put through filters replenishing the calcium and magnesium minerals to make what we believe is the finest drinking water on the market today. The Company-owned patented EnviroGuard™ (Ozone Generator) purification process assists the natural water cycle by infusing Ozone into the water produced from the air’s humidity. After approximately 20 minutes, the Ozone (O3) then reverts into oxygen (O2), adding additional oxygen into every glass of water. In the final step, the process adds the minerals calcium and magnesium to raise the pH (7.6 to 8.1 on average) and provides a great taste. Altitude Water’s process is green, sustainable, and lowers the carbon footprint. Through a third-party, our water machines are currently being used by many branches of the United States military (“Military”) as part of the Military’s exploratory program with atmospheric water generation. Other noted industry sectors in need of quality water solutions are targets of Altitude Water such as humanitarian organizations, non-governmental organizations, Federal Emergency Management Agency, and sustainable real estate development.

Altitude Water has made significant strides with its manufacturing, assembly, and production capabilities. The relationship with our sales arm, RussKapp, has proven productive with the Military, with multiple sales, including sales to the U.S. Marines, U.S. Army, U.S. Navy, and the U.S. Space Force. RussKapp has also made purchases of Altitude Water machines that are going in regional government facilities.

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

A picture containing indoor, kitchen, floor, stove Description automatically generated 

A picture containing handcart Description automatically generated

41

Our Competitive Strengths

AWGs extract water from humid ambient air and render it potable, making it safe for drinking. Altitude Water uses its patented process to distinguish itself from the competition by not only providing potable water but adds the element of providing oxygenated water. Altitude Water can provide the benefits of oxygenated water. It allows for better absorption for the body’s cells based on osmosis through a sustainable product that can make water even in areas where it may not always be readily available. Thus, Altitude Water operates within the pure water generation industry as well as the oxygenated water industry, carving out a unique niche product market for customers. The competitive advantage of Altitude Water’s patented ozone purification process is that it keeps the water and the system free from contaminants. Altitude Water’s process is also green, sustainable, and lowers the carbon footprint. Altitude Water offers several levels of its AWGs at various price points, enabling it to target a larger variety of potential customers.

Competition

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

Marketing and Customers

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

Cleaning and Sanitizing Operations

SLCS was formed in 2020 to provide 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 offering. SLCS carries numerous products for sanitizing using an electrostatic fogger to protect offices and their employees for an extended period depending on the client’s needs. During COVID-19, SLCS performed, and continues to perform, weekly fogging and sanitizing services for CMAS.

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

42

SLCS focuses on customers that would issue larger contracts, such as H&R Block, wherein SLCS is able to clean multiple commercial locations and build a relationship with the customer by showing high-level cleaning performance at each location.

Altitude Chambers: Climate-Controlled Rooms

Since 2017, the Company, through its operating subsidiary, Altitude International, Inc., specializes in creating uniquely engineered, membrane-based designs for simulated altitude training environments. The product line ranges from personal at-home use machines to fully integrated environmental rooms and chambers.

On June 27, 2017, Altitude International, Inc. entered into a License Agreement with Sporting Edge UK (the “Sporting Edge License Agreement”), a brand established in the United Kingdom (“Sporting Edge”), granting the Company a license and access to Sporting Edge’s intellectual property and proprietary technology related to properly engineered, membrane-based designs for simulated altitude training equipment. The license is exclusive in North, Central and South Americas, and is perpetual, with termination by Sporting Edge UK only upon uncured, material breach. The product line ranges from personal at-home use machines to fully integrated environmental rooms and chambers. Altitude has the licensing rights to use all technology to manufacture the products and to sell them (directly or through distributors) in North, Central, and South America. The Sporting Edge License Agreement may cover other territories as may be agreed from time to time, on a temporary or permanent basis.

We have established the manufacturing of the environmental rooms and chambers in Florida. Manufacturing consists primarily of the assembly of components into unique licensed designs provided by Sporting Edge. The product designs licensed from Sporting Edge UK are proven and cover a wide range of room sizes. The only requirement is to change from metric to imperial sizes where necessary.

There are three unique elements to our systems:

●

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

●

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

●

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

The impact of COVID-19 stalled most sports activities, including closures and no season, for much of 2020 and 2021. However, in recent months, the Company has experienced a renewed interest in the university, college, military, and therapy sectors and professional sports teams.

43

Our Competitive Strengths

We believe the industry operating environment is ready for our simulated altitude training environments. The blended business approach that Altitude has adopted has substantiated our climate-controlled rooms in the marketplace through education and applied use of our systems and protocols. In the academies’ operations alone, participants attend from 40 nations around the world. Professional athletes and professional teams utilize the facilities from Europe, South America, and Asia.

Competition

Currently, membrane-based technology is not being well used in the United States. In North America, there exist some companies that provide altitude training masks, but the equipment is on a much smaller scale, intended for personal use. This type of equipment employs PSA technology, which has reliability issues and a restricted altitude capacity. There have been recent climate-controlled chamber successes in therapy and rehab environments. While used in the United States and North America, much of the membrane-based technology reflects continued use on a more personal basis. Our competitors include companies such as Ace Cleaning Systems and ClarityFresh.

Marketing and Customers

We plan to market to franchise, college, military and therapy institutions interested in installing climate-controlled chambers in their performance facilities. Our outreach utilizes far-reaching relational capital as the point of entry for prospective targets. Our products and services support junior, adult, and professional individuals.

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

Our Wellness Offerings

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

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 Altitude App and available to the experience specialists upon each check-in. As of December 31, 2021, Altitude Wellness was not operating but projects being in operation in the fourth quarter of 2022.

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

1.Membership: 300-400 members paying a monthly fee of $350 per person on average. With a firm commitment to a limited number of members, this will cause a sense of urgency and create a fear of missing out. This membership model and token-based platform is different from any other franchise on the market today. It will allow the franchise owner to know their minimum monthly revenue and budget expenses accordingly. The projections also call out for additional spending of members over and above the monthly membership cost. Corporate and group discounts of 5 or more will also help dramatically in the sales of memberships.

2.Private Pay, Medical Pay and Corporate: This will include walk in business and daily rental of entire facility to corporations for their staff.

44

3.Franchise: Altitude Wellness will franchise the concept to other locations around the country. A franchise company is currently engaged for proper set up and lead generation. Altitude Wellness franchise fee will be $40,000 plus 5% of gross plus an additional advertising fee. All fees and costs as well as scheduling of equipment will be coordinated through the Altitude App, which will hold the franchisee accountable for proper fees.

Our Competitive Strengths

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

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

Competition

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

Marketing and Customers

Altitude Wellness unique membership program allows for flexibility in outreach and awareness. By developing a marketing program focusing on influencers and celebrity types, we intend to achieve low-cost marketing and target members of like-minded individuals. Each outreach membership will vary between the Silver, Gold, and Platinum membership, based on the success of the personality. Altitude will also have the ability to donate monthly memberships to many local organizations. Marketing and advertising will be done on a very specific target and demographic of the area. Through Instagram and Facebook advertisements, a local campaign per location will be established. Altitude Wellness will also use local advertising, influencers, celebrities as well as chamber lists and relationships with corporations to secure memberships. Altitude Wellness intends to utilize the wellness center for “renting” to local businesses for their employees, in blocks of time. The wellness center will also be “donated” to people in the community such as first responders, schoolteachers, victims of domestic violence and other organizations within the community to help “heal” people who may not have the means and resources to utilize our facility.

Corporate History

The Company was incorporated in the State of New York on July 13, 1994, as “Titan Computer Services, Inc.” It subsequently changed its name to Altitude International, Inc. and now to Altitude International Holdings, Inc.

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

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

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

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

45

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

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

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

Six Log Cleaning & Sanitizing LLC, a Florida limited liability company, was formed in May 2020 to operate the former operations and technology used by Big Russ Cleaning. During COVID-19, SLCS performed weekly fogging and sanitizing services for CMAS.

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

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

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

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

Following the 2017 Share Exchange, the Company, through its operating subsidiary, specializes in creating uniquely engineered, membrane-based designs for simulated altitude training environments. The product line ranges from personal at home use machines to fully integrated environmental rooms and chambers.

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

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

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

46

Intellectual Property

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

●

The continent of North America, Central America and the continent of South America.

●

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

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

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

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

Properties

Currently, the Company operates from a leased property located at 4500 SE Pine Valley Street, Port Saint Lucie, FL 34952. The lease is a blended lease with a flat monthly rate of $55,000 for various sections of the property and a variable rate based on occupancy and other factors. The lease expires in May 2022. On April 27, 2022, the Company entered into Purchase Agreement whereby the Company agreed to purchase the Property.

Seasonality

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

Employees and Human Capital

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

Impact of COVID-19 Pandemic

In response to the COVID-19 pandemic, during 2020 and 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. It will depend on various factors including the duration and severity of the outbreak, the severity, or variants of COVID-19, including the omicron variant and its subvariants, and the effectiveness, acceptance, and availability of vaccines in countries throughout the world, and new information which may emerge concerning the appropriate responses if and to the extent that the availability of vaccines reduces restrictions imposed during the pandemic.

Government Regulation

We are subject to local, state, federal and international laws, statutes, rules, policies, and regulations (collectively “Regulations”) that relate directly or indirectly to our operations. These include privacy and data protection regulations. Our business operations involve the collection, transfer, use, disclosure, security, and disposal of personal or sensitive information. As a result, our business is subject to complex and evolving U.S. and international laws and regulations regarding privacy and data protection. Other Regulations that we are subject to, include the following: licensing, permitting, and zoning requirements for the operations of our offices and other facilities; health, safety, and sanitation requirements; the service of food; working conditions, labor, minimum wage and hour, citizenship, immigration, visas, harassment and discrimination, and other labor and employments laws and regulations; marketing activities; and environmental protection regulations. We are also subject to common business and tax rules and regulations pertaining to the operation of our business.

In regard to the production of water, the Company is required to be compliant with the United States Environmental Protection Agency. Outside of the United States, the Company must be compliant with each country’s applicable regulations or water authorities.

Legal Proceedings

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

47

MANAGEMENT

Directors and Executive Officers

The following table sets forth information about our directors and executive officers as of May 2, 2022. We intend to appoint three independent directors upon the consummation of this offering.

Name

Age

Position

Director Since

Gregory Breunich

64

Chief Executive Officer, Acting Chief Financial Officer and Chairman

(Principal Executive Officer)

(Principal Financial and Accounting Officer)

January 2021

Gregory Anthony

52

Chief Communications Officer, President and Director

July 2021

Gabriel Jaramillo

66

Executive Vice President, Director of Tennis Training and Director

July 2021

Scott Del Mastro

55

Executive Vice President, Chief Operating Officer and Director

July 2021

Biographies of Directors and Officers

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

The following noteworthy experience, qualifications, attributes, and skills for each Board member, together with the biographical information for each nominee described below, led to our conclusion that the person should serve as a director in light of our business and structure:

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

Mr. Breunich, age 62, created and began building the IMG Academy in 1978, at the age of 21. Under his stewardship and service as the Senior Vice President and Managing Director, IMG became the international gold standard in elite athletic training and education, producing some of the most famous athletes in the world. Mr. Breunich left IMG in 2009 and for the last ten years has been developing his next generation of sports academies in Port St. Lucie, Florida and North Miami Beach. He is the co-founder of Nick Bollettieri Tennis Academy, founder of the David Leadbetter Golf Academy, IMG Soccer Academy, IMG Basketball Academy, IMG Baseball Academy, IMG International Performance Institute, IMG Academy (Pendleton School), Bollettieri Sports Medicine Institute, IMG Mountain Sports Academy (Speed Skiing, Snowboarding, FreeStyle), Bollettieri Development Co., Academy Park Development Company, IMG Academy Golf and Country Club, Legends Bay Development Co., Legends Cove Development Co. He co-developed Sagemont Online High School (a private labeled University of Miami Online High School later acquired re-named Kaplan Online High School) & Virtual Sage (online academic curriculum publishing company), Med Group development company, Celebrity Auto Company, JMC Landscaping, North Miami Beach Academy, Trident Water Company, and numerous other development companies and real estate partnerships.

Gregory Anthony, Director, Chief Communications Officer, and President

Mr. Anthony, 52, is an American former professional basketball player who is a television analyst for NBA TV and Turner Sports. He played 12 seasons in the National Basketball Association. Mr. Anthony also contributes to Yahoo! Sports as a college basketball analyst and serves as a co-host/analyst on SiriusXM NBA Radio. Mr. Anthony played his freshman year of college basketball for the University of Portland where he was the West Coast Conference Freshman of the Year before transferring to the University of Nevada, Las Vegas (“UNLV”). In his junior season with UNLV, the Runnin’ Rebels won the 1990 NCAA Championship game.

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

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

48

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

Scott Del Mastro, Director and Director of Operations

Mr. Del Mastro, 54, received his Bachelor’s in Psychology with an emphasis in Biomechanics from San Diego State University. He then received his Master’s degree in Sport Psychology also from San Diego State University. He has owned, operated, and served as the Director of Operations at ITA-USA Enterprise, LLC, dba Club Med Academies, since 2009. Previously, he was the owner and operator of the International Tennis Academy (“ITA”) in Delray Beach, Florida, for 14 years, before relocating to Port Saint Lucie, Florida in 2009 to launch Club Med Academies High Performance Multi-Sport Training Program and Fully Accredited K-12 Academic School. He has coached and trained professional and junior tennis players on the U.S. and World Circuits (ATP, WTA, ITF) for more than 30 years. Mr. Del Mastro specializes in ENERGY Management, Tennis Specific Movement, Mental Performance, and Fitness. He conceptualized, developed, and delivered Club Med Academies College Placement Program, which has assisted thousands of athletes in the college entrance process, leading to millions of dollars in collegiate athletic and academic scholarships. Additionally, he is an internationally acknowledged speaker and clinician in Sport Psychology and other various tennis-related topics.

Indemnification of Directors and Officers

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

Family Relationships

There are no family relationships between our officers and members of our Board of Directors.

Significant Employees

The significant employees are Gregory Breunich, Scott Del Mastro, and Gabriel Jaramillo.

Director Compensation

There are no formal agreements with our directors for compensation, although they have received shares for their services from time to time.

Director Independence

The listing rules of Nasdaq require that independent directors must comprise a majority of a listed company’s board of directors. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and governance committees be independent. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

49

Our Board has undertaken a review of the independence of our directors and considered whether any director has a material relationship with it that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, the Board has determined that three members are “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing standards of Nasdaq. In making these determinations, our Board considered the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of the Company’s capital stock by each non-employee director, and any transactions involving them described in the section captioned “Certain Relationships and Related Party Transactions.”

Board Leadership Structure and Risk Oversight

The Board oversees our business and considers the risks associated with our business strategy and decisions. The Board currently implements its risk oversight function as a whole. As such, it is important for us to have our Chief Executive Officer serve on the Board as he plays key roles in the risk oversight of our Company. Each of the Board committees, when established prior to the effectiveness of the registration statement of which this prospectus formsis a part.

There are several requirementspart, will also provide risk oversight in respect of its areas of concentration and report material risks to the Board for listingfurther consideration.

Board Committees

As of the closing of the offering, our sharesBoard will have established the following three standing committees: audit committee (the “Audit Committee”); compensation committee (the “Compensation Committee”); and nominating and governance committee (the “Nominating Committee”). Each of our independent directors, [●], will serve on each committee. Our Board will adopt written charters for each of these committees. Upon completion of this offering, copies of the OTCQB, including:

charters will be available on our website at https://altdintl.com. Our Board may establish other committees as it deems necessary or appropriate from time to time.

Audit Committee

The Audit Committee, among other things, will be responsible for:

●  we must make filings pursuant to Sections 13appointing; approving the compensation of; overseeing the work of; and 15(d)assessing the independence, qualifications, and performance of the Securities Exchange Actindependent auditor;
●reviewing the internal audit function, including its independence, plans, and budget;
●approving, in advance, audit and any permissible non-audit services performed by our independent auditor;
●reviewing our internal controls with the independent auditor, the internal auditor, and management;
●reviewing the adequacy of 1934;our accounting and financial controls as reported by the independent auditor, the internal auditor, and management;
●overseeing our financial compliance system; and
●overseeing our major risk exposures regarding the Company’s accounting and financial reporting policies, the activities of our internal audit function, and information technology.
●  we must remain current in our filings;
●  we must have a

The Board has affirmatively determined that each member of FINRA to file a form 211 on our behalf.

As of December 31, 2015, there were 78 stockholders of record of our common stock.
Dividend Policy
The Company has never paid dividends on its common stock and does not anticipate that it will pay dividends in the foreseeable future. It intends to use any future earnings for the expansion of its business. Any future determination of applicable dividends will be made at the discretion of the board of directors and will depend on the results of operations, financial condition, capital requirements and other factors deemed relevant.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
There are currently no equity compensation plans extant but it is likely we will adopt a plan if the company grows and we determine it is necessary to attract qualified employees.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Executive officers and directors of the Company
The following table sets forth the names, ages and positions of our current board members and executive officers:
NameAgePosition
Leonard Rosenfield60President and Director
Steven Edelman55Director

Our directors are elected for a term of one year and serve until such director’s successor is duly elected and qualified. Our executive officer serves at the pleasure of the Board.  Pursuant to the terms of the Green Tree Software Purchase Agreement, Green Tree and Rosenweiss each have the right to nominate one member of our board of directors.  Green Tree has nominated Mr. Edelman. Rosenweiss has yet to exercise this right and the right terminates when we go public.
The Company has no nominating, audit or compensation committees at this time. 
Background Information
The following summarizes the occupational and business experience of our officers and directors.
Leonard Rosenfield has been our President and a director since our incorporation in 1994. Mr. Rosenfield has been active in the IT markets for over 30 years starting his career as a programmer and owning his own programming business. Mr. Rosenfield’s experience in computer programming, business operations and knowledge of the Company led to his appointment as a director of the Company,
Steven Edelman has been a director of the Company since December 1, 2015. Mr. Edelman has been the chief executive officer of Green Tree Software, LLC, since July 2013 where he designed and developed business intelligence tools to help companies generate job openings and find IT human capital and headed the sales operations. Since July 2002, Mr. Edelman has been the chief executive officer of Pivotal Solutions, Inc., an IT staffing and consulting company, where he placed all levels of IT professionals and built company relationships. Mr. Edelman has a B.S. in Computer Science and Management Science from Kean College.

Audit Committee and Financial Expert; Committees
The Company does not have anmeets the additional independence criteria applicable to audit committee. We are not a "listed company"committee members under SEC rules and are therefore not requiredNasdaq listing rules. Effective upon the completion of this offering the Board will adopt a written charter setting forth the authority and responsibilities of the Audit Committee. The Board has affirmatively determined that each member of the Audit Committee is financially literate, and that [●] meets the qualifications of an Audit Committee financial expert under the rules promulgated by the SEC.

The Audit Committee will consist of [●], [●] and [●]. [●] will chair the Audit Committee. We believe that, after consummation of this offering, the functioning of the Audit Committee will comply with the applicable requirements of the rules and regulations of the Nasdaq listing rules and the SEC.

50

Compensation Committee

The Compensation Committee will be responsible for:

●reviewing and making recommendations to the Board with respect to the compensation of our officers and directors, including the CEO;
●overseeing and administering the Company’s executive compensation plans, including equity-based awards;
●negotiating and overseeing employment agreements with officers and directors; and
●overseeing how the Company’s compensation policies and practices may affect the Company’s risk management practices and/or risk-taking incentives.

Effective upon the completion of this offering, the Board will adopt a written charter setting forth the authority and responsibilities of the Compensation Committee.

The Compensation Committee will consist of [●], [●] will serve as chairman of the Compensation Committee. The Board has affirmatively determined that each member of the Compensation Committee meets the independence criteria applicable to have an auditcompensation committee comprised of independent directors.

members under SEC rules and Nasdaq listing rules. The Company believes that, after the consummation of the offering, the composition of the Compensation Committee will meet the requirements for independence under, and the functioning of such Compensation Committee will comply with, any applicable requirements of the rules and regulations of Nasdaq listing rules and the SEC.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee, among other things, will be responsible for:

●reviewing and assessing the development of the executive officers and considering and making recommendations to the Board regarding promotion and succession issues;
●evaluating and reporting to the Board on the performance and effectiveness of the directors, committees and the Board as a whole;
●working with the Board to determine the appropriate and desirable mix of characteristics, skills, expertise and experience, including diversity considerations, for the full Board and each committee;
●annually presenting to the Board a list of individuals recommended to be nominated for election to the Board;
●reviewing, evaluating, and recommending changes to the Company’s corporate governance principles and committee charters;
●recommending to the Board individuals to be elected to fill vacancies and newly created directorships;
●overseeing the Company’s compliance program, including the code of business conduct and ethics; and
●overseeing and evaluating how the Company’s corporate governance and legal and regulatory compliance policies and practices, including leadership, structure, and succession planning, may affect the Company’s major risk exposures.

Effective upon completion of this offering, the Board will adopt a written charter setting forth the authority and responsibilities of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee will consist of [●], [●] will serve as chairperson. The Board has no nominatingdetermined that each member of the Nominating and Corporate Governance Committee is independent within the meaning of the independent director guidelines of Nasdaq listing rules.

Compensation Committee Interlocks and Insider Participation

None of the Company’s executive officers serves, or compensation committees at this time. The entire Board participates in the nomination and audit oversight processes and considers executive and director compensation. Given the sizepast has served, as a member of the CompanyBoard or the Compensation Committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of the Board or its Compensation Committee. None of the members of the Compensation Committee is, or has ever been, an officer or employee of the company.

51

Code of Business Conduct and Ethics

Prior to the completion of this offering, the Board will adopt a code of business conduct and ethics applicable to its stage of development, the entire Board is involved in such decision making processes. Thus, there is a potential conflict of interest in that ouremployees, directors, and officers, havein accordance with applicable U.S. federal securities laws and the authoritycorporate governance rules of Nasdaq. The code of business conduct and ethics will be publicly available on the Company’s website at https://altdintl.com. Any substantive amendments or waivers of the code of business conduct and ethics or code of ethics for senior financial officers may be made only by the Board and will be promptly disclosed as required by applicable U.S. federal securities laws and the corporate governance rules of Nasdaq.

Corporate Governance Guidelines

Prior to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not awarethe completion of any other conflictsthis offering, the Board will adopt corporate governance guidelines in accordance with the corporate governance rules of interest with any of our executive officers or directors.

Family relationships
There are no family relationships among any of our officers or directors.
Nasdaq.

Involvement in legal proceedings

There are no legal proceedings that have occurred withinon Certain Material Legal Proceedings During the Last Ten Years

During the past ten years, concerningnone of our current directors or executive officers has been:

●

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

●

convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

●

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

●

found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, that has not been reversed, suspended, or vacated;

●

subject of, or a party to, any order, judgment, decree or finding, not subsequently reversed, suspended, or vacated, relating to an alleged violation of a federal or state securities or commodities law or regulation, law or regulation respecting financial institutions or insurance companies, law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

●

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

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

Meetings of the Board of Directors

During its fiscal year ended December 31, 2021, there were no meetings of the Board. The Board acted by written consent on numerous occasions.

Directors’ and Officers’ Liability Insurance

The Company plans on obtaining directors’ and officers’ liability insurance insuring its directors and officers against liability for acts or omissions in their capacities as directors or officers, subject to certain exclusions. Such insurance may also insure the Company against losses, which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one's participationit may incur in indemnifying its officers and directors. In addition, officers and directors also have indemnification rights under applicable laws, and the securities or banking industries, or a findingArticles of securities or commodities law violations.Incorporation and bylaws.

52

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table provides certain information regardingbelow sets forth, for our last two fiscal years, the compensation awarded to, earned by or paid to our chief executive officer during the three most recent fiscal years.

Name and Principal Position 
Fiscal
Year
 
Salary
Paid
($)
  
Bonus
($)
  
Stock Awards
($)
  
Option
Awards
($)
  
All Other
Compensation
($)
  
Total
($)
 
Leonard Rosenfield 2015  0   0   0   0   0   0 
  2014  0   0   0   0   0   0 
  2013  28,000   0   0   0   0   28,000 
officers.

                All Other    
  Fiscal Salary     Stock  Option  Compen-    
Name and Principal Position Year Paid  Bonus  Awards  Awards  sation  Total 
    ($)  ($)  ($)  ($)  ($)  ($) 
Gregory Breunich, CEO and 2021  -       -      -       -   180,000   180,000 
Acting CFO (a) 2020  -   -   -   -   167,052   167,052 
                           
Joseph B. Frost, COO (b) 2021  -   -   -   -   56,469   56,469 
  2020  125,000   -   -   -   -   125,000 
                           
Robert Kanuth, CEO (c) 2021  -   -   -   -   -   - 
  2020  -   -   -   -   -   - 
                           
Gregory Anthony, CCO (d) 2021  -   -   -   -   -   - 
  2020  -   -   -   -   -   - 
                           
Gabriel Jaramillo, EVP, Director 2021  -   -   -   -   180,000   180,000 
of Tennis Operations I (e) 2020  -   -   -   -   167,052   167,052 
                           
Scott Del Mastro, Director 2021  120,000   -   -   -   -   120,000 
of Operations (e) 2020  120,000   -   -   -   -   120,000 
                           
Gregory Whyte, Director of 2021  -   -   -   -   -   - 
Sports Science & Performance (e) 2020  -   -   -   -   -   - 

(a)Appointed as CEO and Acting CFO, January 2021.
(b)Appointed as COO, January 2018, and resigned on March 19, 2021.
(c)Appointed as CEO and CFO, January 2019, and resigned in January 2021.
(d)Appointed as President and Director, September 2019 and CCO in February 2021.
(e)Appointed on July 23, 2021.

We have nohealth insurance benefits and a 2022 bonus plan for the officers but do not have pension, health, annuity, bonus, insurance, stock option, profit sharing or similar benefit plans.


Employment Agreements

We currently have no employment

On June 28, 2021, the Board approved a conditional performance bonus for then-principals of ITA-USA Enterprise, LLC (Gregory Breunich, Scott Del Mastro, and Gabriel Jaramillo) in the amount of $2.5 million if the Company raises $6 million or consulting agreements and all of our employees are “at will” employees.


more in a future offering.

Outstanding Equity Awards

There were no equity awards made to any named executive officer that were outstanding at December 31, 2015.2021.

53

Director Compensation

No compensation

On February 10, 2021, Mr. Anthony received shares of Common Stock for his services as a director and officer of the Company.

Change-in-Control Agreements

On January 17, 2021, the Company entered into a Letter of Intent (the “LOI”) with 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.

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 stockholders would own approximately 80% of the shares of Common Stock of Altitude, and Altitude shareholders would own approximately 20% of the shares of Common Stock of Altitude, with such percentages calculated on a fully diluted basis; (iii) BHI has the right to appoint a majority of the directors of Altitude following the Share Exchange.

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”). These conditions may not ever be satisfied, the Company may never enter into a definitive Share Exchange Agreement with BHI, the Share Exchange with BHI may never be consummated, and even if it is, it may not be consummated on the terms described therein.

2017 Incentive Stock Plan

On February 13, 2018, the Company’s shareholders and Board approved the 2017 Incentive Stock Plan (the “2017 Plan”). The 2017 Plan provides for the grant of two types of options: (1) incentive stock options, which are options that meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) non-statutory options. Shareholder approval will make available a total of 3,000,000 shares of the Company’s authorized but unissued Common Stock for purchase upon exercise of options granted under the 2017 Plan. The term of the 2017 Plan is ten years, subject to earlier termination by the Board.

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

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

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

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

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

Indemnification

The Company shall indemnify any and all of its directors, officers, former directors, former officers and any person who may have served at its request as a director or officer of another company in which it owns shares or of which it is a creditor, who were or are made a party or are threatened to be made a party to or are involved in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (each a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, against any and all liabilities, damages, reasonable and documented expenses (including reasonably incurred and substantiated attorneys’ fees), financial effects of judgments, fines, penalties (including excise and similar taxes and punitive damages) and amounts paid in settlement in connection with such Proceeding by any of them. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled otherwise.

To the extent that indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our Company pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. If a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid toby a director, officer or controlling person of our Company in the successful defense of any action, suit or proceeding) is asserted by any of our directors, officers or controlling persons in considerationconnection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of that issue.

54

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

SEC rules require us to disclose any transaction since the beginning of our last fiscal year and for the two fiscal years preceding our last fiscal year, or any currently proposed transaction in which we are a participant in which the amount involved exceeded or will exceed $120,000 and in which any related person has or will have a direct or indirect material interest. A related person is any executive officer, director, nominee for director, or holder of 5% or more of our Common Stock, or an immediate family member of any of those persons.

In 2021, as compensation for their services, rendered inthe Company compensated Gregory Breunich and Gabriel Jaramillo collectively $360,000, which was paid to their capacities as directors.company, Trans World Performance LLC.

55

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table lists, as of December 31, 2015,[●], 2022, the number of shares of common stockCommon Stock of our Company that are beneficially owned by (i) each person entity or group (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934)entity known to theour Company to be the beneficial owner of more than 5%10% of the outstanding common stock;Common Stock; (ii) each officer and director of our named executive officers and directorsCompany; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stockCommon Stock by our principal stockholdersshareholders and management is based upon information furnished by each person using “beneficial ownership”beneficial ownership’ concepts under the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person directly or indirectly has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to disposevote or direct the dispositionvoting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power with respect to the shares beneficially owned and each stockholder’s address is c/o Titan Computer Services, Inc., 92 Southgate Drive, Spring Valley, NY 10977.

power.

The percentages below are calculated based on 31,224,065369,608,405 shares of our Common Stock issued and outstanding as of [●], 2022. Except as disclosed herein, we do not have any outstanding options, or other securities exercisable for or convertible into shares of our Common Stock. Unless otherwise indicated, the address of each person listed is c/o Altitude International Holdings, Inc., 4500 SE Pine Valley Street, Port Saint Lucie, Florida 34952.

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

Name and Address of Beneficial Owner Title  Title of Class Beneficially Owned Before Offering(1)  Beneficially Owned After Offering  Percent of Class Before Offering(2)  Percent of Class After Offering 
Officers and Directors                      
Gregory Anthony     Common Stock  21,000,000    [●]   5.68%   [●] 
Gregory Breunich (3)     Common Stock  79,308,804   [●]   21.46%   [●] 
      Preferred Stock  51   [●]   100.00%   [●] 
Scott Del Mastro     Common Stock  43,039,295   [●]   11.64%   [●] 
Gabriel Jaramillo     Common Stock  42,375,009   [●]   11.46%   [●] 
Officers and Directors as a Group (total of 4 persons)                      
      Common Stock  185,723,108    [●]   50.25%   [●] 
      Preferred Stock  51   51   100.00%  100.00%
5% Stockholders of a Class of Voting Stock                      
                       
[●]     [Common Stock]  [●]   [●]   [●]    [●] 

(1)The number and percentage of shares beneficially owned is determined under the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares, which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.
(2)SEC Rule 13d-3 generally provides that beneficial owners of securities include any person who, directly or indirectly, has or shares voting power and/or investment power with respect to such securities, and any person who has the right to acquire beneficial ownership of such security within 60 days. Any securities not outstanding which are subject to such options, warrants or conversion privileges exercisable within 60 days are treated as outstanding for the purpose of computing the percentage of outstanding securities owned by that person. Such securities are not treated as outstanding for the purpose of computing the percentage of the class owned by any other person. At the present time there are no outstanding options or warrants.
(3)Mr. Breunich owns 51 shares of preferred stock with voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (x) the Numerator.

56

DESCRIPTION OF OUR SECURITIES

General

The following description of our Common Stock and provisions of our Articles of Incorporation and bylaws are summaries and are qualified by reference to such Articles of Incorporation and bylaws that will be in effect upon the closing of this offering. By becoming a shareholder in our Company, you will be deemed to have notice of and consented to these provisions of our Articles of Incorporation and bylaws.

Authorized Stock

Our Articles of Incorporation authorizes us to issue up to 600,000,000 shares of Common Stock and up to 5,000,000 shares of Preferred Stock (the “Preferred Stock��), of which 51 shares are designated as Series A Preferred Stock (the number of authorized shares of Preferred Stock will be unchanged following the effectuation of the Reverse Split). The authorized but unissued shares of our Common Stock and Preferred Stock are available for future issuance without shareholder approval. These additional shares may be used for a variety of corporate finance transactions, acquisitions, and employee benefit plans. The existence of authorized but unissued and unreserved Common Stock and Preferred Stock could make more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Voting Rights

Every shareholder entitled to vote at any meeting shall be entitled to one vote for each share of stock entitled to vote and held by him of record on the date fixed as the record date for said meeting and may so vote in person or by proxy. Any corporate action, other than the election of directors, shall be authorized by a simple majority of the votes cast in favor of or against such action by the holders of shares entitled to vote thereon except as may otherwise be provided by statute or the Articles of Incorporation. An abstention shall not count as a vote cast.

Liquidation or Dissolution

In the event of our liquidation or dissolution, the holders of Common Stock are entitled to receive proportionately all assets available for distribution to shareholders after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of Common Stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences, and privileges of holders of Common Stock are subject to and may be adversely affected by the rights of the holders of shares of any series of Preferred Stock that we may designate and issue in the future.

Dividends

The dividend rights, if any, of such class or series, the dividend preferences, if any, as between such class or series and any other class or series of stock, whether and the extent to which shares of such class or series shall be entitled to participate in dividends with shares of any other class or series of stock, whether and the extent to which dividends on such class or series shall be cumulative, and any limitations, restrictions or conditions on the payment of such dividends is determined by our Board.

Preemptive Rights

The holders of our Common Stock generally do not have preemptive rights to purchase or subscribe for any of our capital stock or other Common Stock.

Redemption

The terms and conditions, if any, of any purchase, retirement, or sinking fund which may be provided for the shares of such class or series is subject to the authorization of the Board.

57

Preferred Stock

Our Board is empowered, without stockholder approval, to issue shares of Preferred Stock with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of Common Stock. In addition, the Preferred Stock could be utilized as a method of discouraging, delaying, or preventing a change in control of us. Although we do not currently intend to issue any shares of Preferred Stock, we cannot assure you that we will not do so in the future.

Series A Preferred Stock

Voting Rights

Series A Preferred Stock shares vote together with the Common Stock and has voting rights equal to 0.019607 multiplied by the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote divided by 0.49 minus the Numerator.

Conversion Rights

The holders of Series A Preferred Stock shall have no conversion rights.

Liquidation

The holders of Series A Preferred Stock shall have no liquidation preferences and shall receive proceeds in the event of a liquidation in the same amount and ratio of the holders of Common Stock.

Transfer Agent and Registrar

Our transfer agent for our Common Stock is Action Stock Transfer Corp., 2469 E. Fort Union Blvd., Suite 214, Salt Lake City, UT 84121, (801) 274-1088.

Options

We currently have no outstanding options to purchase shares of our Common Stock.

Warrants

We currently have no outstanding warrants to purchase shares of our Common Stock.

The following summary of certain terms and provisions of the Warrants that are being offered hereby is not complete and is subject to, and qualified in its entirety by, the provisions of the Warrants, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part. Prospective investors should carefully review the terms and provisions of the form of Warrant for a complete description of the terms and conditions of the Warrants.

Duration and Exercise Price. Each Warrant offered hereby will have an initial exercise price per share equal to $[●]. The Warrants will be immediately exercisable and will expire on the [●] anniversary of the original issuance date. The exercise price and number of shares of Common Stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our Common Stock and the exercise price. The Warrants will be exercisable immediately upon issuance, will be issued separately from the Common Stock and may be transferred separately immediately thereafter. A Warrant to purchase one share of our Common Stock will be issued for every share of Common Stock purchased in this offering.

Exercisability. The Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our Common Stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of the Warrant to the extent that the holder would own more than 4.99% of the outstanding Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s Warrants up to 9.99% of the number of shares of our Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrants. No fractional shares of Common Stock will be issued in connection with the exercise of a Warrant. In lieu of fractional shares, we will round down to the next whole share.

58

Cashless Exercise. If, at the time a holder exercises its Warrants, a registration statement registering the issuance of the shares of common stock underlying the Warrants under the Securities Act is not then effective or available and an exemption from registration under the Securities Act is not available for the issuance of such shares, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Common Stock determined according to a formula set forth in the Warrants.

Transferability. Subject to applicable laws, a Warrant in book entry form may be transferred at the option of the holder through the facilities of The Depository Trust Company (“DTC”) and Warrants in physical form may be transferred upon surrender of the Warrant to the Warrant Agent together with the appropriate instruments of transfer. Pursuant to a warrant agency agreement between us and the Warrant Agent, the Warrants initially will be issued in book-entry form and outstandingwill be represented by one or more global certificates deposited with DTC and registered in the name of [●], a nominee of DTC, or as otherwise directed by DTC.

Exchange Listing. There is no established public trading market for the Warrants, and we do not expect a market to develop. In addition, we do not intend to list the Warrants on December 31, 2015.

Name of Beneficial Owner 
Number of
Shares
Beneficially
Owned
  Percentage 
       
5% or Greater Stockholders        
Rosenweiss Capital LLC(1)
 5707 21st Avenue
 Brooklyn, NY 11204
  
3,000,000
   
10.0
%
Green Tree Software LLC(2)
 29 Old Pond Road
 Great Neck, NY 11023
  
14,700,000 
   
47.1
%
Daniel Gastfreund
 110 Edison Court
 Monsey, NY 10952
  
3,000,000
   
9.6
%
Robert Klein
 7 Cottonwood Lane
 Suffern, NY 10901
  
2,200,000
   
7.0
%
Shira Heineman
 61 Edison Court
 Monsey, NY 10952
  
2,000,000
   
6.4
%
Directors and officers
        
Leonard Rosenfield
  
1,100,000
   
3.5
%
Steven Edelman (3)
  
14,700,000
   
47.1
%
All officers and directors as a group (2 persons)
  
15,800,000
   
50.6
%
(1) Abraham Rosenblum, managerany securities exchange or nationally recognized trading system. Without an active trading market, the liquidity of Rosenweiss, has solethe Warrants will be limited.

Right as a Stockholder. Except as otherwise provided in the Warrants or by virtue of such holder’s ownership of shares of our Common Stock, the holders of the Warrants do not have the rights or privileges of holders of our Common Stock, including any voting rights, until they exercise their Warrants.

Fundamental Transaction. In the event of any fundamental transaction, as described in the Warrants and dispositive power overgenerally including any merger with or into another entity, sale of all or substantially all of our assets, tender offer or exchange offer, or reclassification of our shares of Common Stock, then upon any subsequent exercise of a Warrant, the shares beneficially held by Rosenweiss. Until we go public, Rosenweiss hasholder will have the right to own an undilutable 10% interest.

(2) Steven Edelman, chief executive officerreceive as alternative consideration, for each share of Green Tree, has sole votingCommon Stock that would have been issuable upon such exercise immediately prior to the occurrence of such fundamental transaction, the number of shares of Common Stock of the successor or acquiring corporation of our Company, if it is the surviving corporation, and dispositive power overany additional consideration receivable upon or as a result of such transaction by a holder of the number of shares beneficially heldof Common Stock for which the Warrant is exercisable immediately prior to such event. Notwithstanding the foregoing, in the event of a fundamental transaction, the holders of the Warrants have the right to require us or a successor entity to redeem the Warrants for cash in the amount of the Black Scholes Value (as defined in each Warrant) of the unexercised portion of the Warrants concurrently with or within [30 days] following the consummation of a fundamental transaction. However, in the event of a fundamental transaction which is not in our control, including a fundamental transaction not approved by Green Tree.
(3) Represents shares beneficially held by Green Treeour Board, the holders of the Warrants will only be entitled to receive from us or our successor entity, as of the date of consummation of such fundamental transaction the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of the Warrant, that is being offered and paid to the holders of our Common Stock in connection with the fundamental transaction, whether that consideration is in the form of cash, stock or any combination of cash and stock, or whether the holders of our Common Stock are given the choice to receive alternative forms of consideration in connection with the fundamental transaction.

Representative Warrants

The registration statement of which Mr. Edelmanthis prospectus forms a part also registers for sale the Representative Warrants, as a portion of the underwriting compensation in connection with this offering. The Representative Warrants will be exercisable for a five-year period commencing 180 days following the commencement of sales pursuant to the registration statement of which this prospectus forms a part at an exercise price of $[●] (120% of the assumed public offering price per Unit). See “Underwriting” for a description of the Representative Warrants.

Listing

We intend to apply to have our Common Stock listed on the Nasdaq Capital Market under the symbol “ALTD.” We also have applied to have our Warrants listed on the Nasdaq Capital Market under the symbol “ALTDW.” We will not proceed with this offering in the event our listing application is not approved for listing on the Nasdaq Capital Market.

59

Holders

On May 2, 2022, there were approximately [●] record holders of our Common Stock.

New York Anti-Takeover Law

Section 912 of the NYBCL prohibits a New York corporation from engaging in certain business combinations with an interested shareholder and prevents certain persons from making a takeover bid for a New York corporation unless certain prescribed requirements are satisfied, or there is an exception. We are excepted from the provisions of Section 912 of the NYBCL because our shares of Common Stock are registered under Section 12 of the Securities Exchange Act of 1934.

Penny Stock Regulation

The SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price of less than $5.00 per share or an exercise price of less than $5.00 per share. Such securities are subject to rules that impose additional sales practice requirements on broker-dealers who sell them. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole stockholder.market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. As our Common Stock immediately following this offering may be subject to such penny stock rules, purchasers in this offering will in all likelihood find it more difficult to sell their Common Stock shares in the secondary market.

Limitation of Liability and Indemnification of Directors and Officers

Under the provisions of the Articles of Incorporation and bylaws of the registrant, as of the date of this Registration Statement, each person who is or was a director, officer or employee of registrant shall be indemnified by the registrant to the full extent permitted or authorized by the NYBCL, provided that no such indemnification shall be made if a judgment or other final adjudication adverse to such person establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled, and provided further that no such indemnification shall be required with respect to any settlement or other non-adjudicated disposition of any threatened or pending action or proceeding unless the Company has given its prior consent to such settlement or other disposition.

Under such law, to the extent that such person is successful on the merits of defense of a suit or proceeding brought against such person by reason of the fact that such person is a director or officer of the registrant, such person shall be indemnified against expenses (including attorneys’ fees) reasonably incurred in connection with such action. If unsuccessful in defense of a third-party civil suit or a criminal suit is settled, such a person shall be indemnified under such law against both (a) expenses (including attorneys’ fees) and (b) judgments, fines and amounts paid in settlement if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the registrant, and with respect to any criminal action, had no reasonable cause to believe such person’s conduct was unlawful. If unsuccessful in defense of a suit brought by or in the right of the registrant, or if such suit is settled, such a person shall be indemnified under such law only against expenses (including attorney’s fees) incurred in the defense or settlement of such suit if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the registrant.

60


Change-in-Controlour Common Stock were quoted on the OTC under the symbol “ALTD.” Future sales of substantial amounts of our Common Stock in the public market, including shares issued upon the exercise of outstanding options or warrants, or upon debt conversion, or the anticipation of these sales, could adversely affect market prices prevailing from time to time and could impair our ability to raise capital through sales of equity securities.

Upon completion of this offering, we estimate that we will have [●] outstanding shares of our Common Stock, calculated as of [●], assuming no exercise of outstanding options or warrants, if any, and no sale of shares reserved for the underwriter for over-allotment allocation, if any.

Sale of Restricted Securities

The shares of our Common Stock sold pursuant to this offering will be registered under the Securities Act and therefore freely transferable, except for our affiliates. Our affiliates will be deemed to own “control” securities that are not registered for resale under the registration statement covering this prospectus. Individuals who may be considered our affiliates after this offering include individuals who control, are controlled by or are under common control with us, as those terms generally are interpreted for federal securities law purposes. These individuals may include some or all of our directors and executive officers. Individuals who are our affiliates are not permitted to resell their shares of our Common Stock unless such shares are separately registered under an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act is available, such as Rule 144.

Rule 144

In general, under Rule 144 as currently in effect, a person (or persons whose shares are aggregated), including an affiliate, who beneficially owns “restricted securities” (i.e., securities that are not registered by an effective registration statement) of a “reporting company” may not sell these securities until the person has beneficially owned them for at least six months. Thereafter, affiliates may not sell within any three-month period a number of shares in excess of the greater of: (i) 1% of the then outstanding shares of Common Stock as shown by the most recent report or statement published by the issuer; and (ii) the average weekly reported trading volume in such securities during the four preceding calendar weeks.

Sales under Rule 144 by our affiliates will also be subject to restrictions relating to manner of sale, notice and the availability of current public information about us and may be affected only through unsolicited brokers’ transactions.

Persons not deemed to be affiliates who have beneficially owned “restricted securities” for at least six months but for less than one year may sell these securities, provided that current public information about the Company is “available,” which means that, on the date of sale, we have been subject to the reporting requirements of the Exchange Act for at least 90 days and are current in our Exchange Act filings. After beneficially owning “restricted securities” for one year, our non-affiliates may engage in unlimited re-sales of such securities.

Shares received by our affiliates in this offering or upon exercise of stock options or upon vesting of other equity-linked awards may be “control securities” rather than “restricted securities.” “Control securities” are subject to the same volume limitations as “restricted securities” but are not subject to holding period requirements.

Rule 701

Rule 701 generally allows a stockholder who purchased shares of the Company’s Common Stock pursuant to a written compensatory plan or contract and who is not deemed to have been an affiliate of the Company during the immediately preceding 90 days to sell these shares in reliance upon Rule 144, but without being required to comply with the public information, holding period, volume limitation, or notice provisions of Rule 144. Rule 701 also permits affiliates of the Company to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. All holders of Rule 701 shares, however, are required to wait until 90 days after the date of this prospectus before selling such shares pursuant to Rule 701 and until expiration of the lock-up period described below.

Lock-Up Agreements

The Company, each of our directors and executive officers, and our 5% and greater stockholders, have agreed not to, subject to certain limited exceptions, offer, pledge, sell, contract to sell, grant any option to purchase, or otherwise dispose of our Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, or to enter into any hedge or other arrangement or any transaction that transfers, directly or indirectly, the economic consequence of ownership of the shares of our Common Stock, in the case of the Company for a period of 180 days after the date of this prospectus, and in the case of our directors and executive officers and our 5% and greater stockholders for a period of 180 days after the date of this prospectus, without the prior written consent of the underwriter. See “Underwriting—Lock-Up Agreements.”

61

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the material U.S. federal income tax considerations relating to the purchase, ownership and disposition of our Common Stock purchased in this offering, which we refer to collectively as our securities, but is for general information purposes only and does not purport to be a complete analysis of all the potential tax considerations. This summary is based upon the provisions of the Code, final, temporary, and proposed Treasury regulations promulgated thereunder, administrative rulings and pronouncements and judicial decisions, all as of the date hereof. These authorities may change, possibly retroactively, resulting in U.S. federal income and estate tax consequences different from those set forth below. There can be no assurance that the Internal Revenue Service (the “IRS”) will not challenge one or more of the tax consequences described herein, and we have not obtained, and do not intend to obtain, an opinion of counsel or ruling from the IRS with respect to the U.S. federal income tax considerations relating to the purchase, ownership, or disposition of our securities.

This summary does not address any alternative minimum tax considerations, any considerations regarding the Medicare tax, any considerations regarding the tax on net investment income, or the tax considerations arising under the laws of any state, local or non-U.S. jurisdiction, or under any non-income tax laws, including U.S. federal gift and estate tax laws, except to the limited extent set forth below. In addition, this summary does not address all of the tax consequences that may be relevant to investors, nor does it address tax considerations applicable to an investor’s particular circumstances or to investors that may be subject to special tax rules, including, without limitation:

●banks, insurance companies or other financial institutions;

●tax-exempt entities or governmental organizations, including agencies or instrumentalities thereof;

●regulated investment companies and real estate investment trusts;

●controlled foreign corporations, passive foreign investment companies and corporations that accumulate earnings to avoid U.S. federal income tax;

●brokers or dealers in securities or currencies;

●traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

●persons that own, or are deemed to own, more than five percent of our capital stock (except to the extent specifically set forth below);

●tax-qualified retirement plans;

●certain former citizens or long-term residents of the United States;

●partnerships or entities or arrangements classified as partnerships for U.S. federal income tax purposes and other pass-through entities including S corporations and trusts (and any investors therein);

●persons who hold our securities as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction or integrated investment;

●persons who do not hold our securities as a capital asset within the meaning of Section 1221 of the Code; or

●persons deemed to sell our securities under the constructive sale provisions of the Code, or persons holding the securities as part of a “straddle,” hedge, conversion transaction, integrated transaction, or other similar transaction.

In addition, if a partnership (or entity or arrangement classified as a partnership for U.S. federal income tax purposes) holds our securities, the tax treatment of a partner generally will depend on the status of the partner and upon the activities of the partnership. Accordingly, partnerships that hold our securities, and partners in such partnerships, should consult their tax advisors.

62

You are urged to consult your own tax advisors with respect to the application of the U.S. federal income tax laws to your particular situation, as well as any tax consequences of the purchase, ownership and disposition of our securities arising under the U.S. federal estate or gift tax laws or under the laws of any state, local, non-U.S., or other taxing jurisdiction or under any applicable tax treaty.

Consequences to U.S. Holders

The following is a summary of the U.S. federal income tax consequences that will apply to a U.S. holder of our securities. For purposes of this discussion, you are a U.S. holder if, for U.S. federal income tax purposes, you are a beneficial owner of our securities, other than a partnership, that is:

●an individual citizen or resident of the United States;

●a corporation or other entity taxable as a corporation created or organized in the United States or under the laws of the United States, any State thereof or the District of Columbia;

●an estate trust whose income is subject to U.S. federal income tax regardless of its source; or

●a trust (x) whose administration is subject to the primary supervision of a U.S. court, and which has one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) who have the authority to control all substantial decisions of the trust or (y) which has made a valid election to be treated as a “United States person.”

Distributions

As described in the section titled “Dividend Policy,” we have never declared or paid cash dividends on our Common Stock and do not anticipate paying any dividends on our Common Stock in the foreseeable future. However, if we do make distributions in cash or other property on our Common Stock, those payments will constitute dividends for U.S. tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent our distributions exceed both our current and our accumulated earnings and profits, the excess will constitute a return of capital that will first reduce your basis in our Common Stock, but not below zero, and then will be treated as gain from the sale or other disposition of stock as described below under “—Sale, Exchange or Other Taxable Disposition of Common Stock.”

Dividend income may be taxed to an individual U.S. holder at rates applicable to long-term capital gains, provided that a minimum holding period and other limitations and requirements are satisfied with certain exemptions. Any dividends that we pay to a U.S. holder that is a corporation will qualify for the dividends received deduction if the requisite holding period is satisfied, subject to certain limitations. U.S. holders should consult their own tax advisors regarding the holding period and other requirements that must be satisfied in order to qualify for the reduced tax rate on dividends or the dividends-received deduction.

Sale, Exchange or Other Taxable Disposition of Common Stock

A U.S. holder will generally recognize capital gain or loss on the sale, exchange, or other taxable disposition of our Common Stock. The amount of gain or loss will equal the difference between the amount realized on the sale and such U.S. holder’s adjusted tax basis in such Common Stock. The amount realized will include the amount of any cash and the fair market value of any other property received in exchange for such Common Stock. A U.S. holder’s adjusted tax basis in its Common Stock will generally equal the U.S. holder’s acquisition cost or purchase price, less any prior distributions treated as a return of capital. Gain or loss will be long-term capital gain or loss if the U.S. holder has held the Common Stock for more than one year. Long-term capital gains of non-corporate U.S. holders are generally taxed at preferential rates. The deductibility of capital losses is subject to certain limitations.

63

Information Reporting and Backup Withholding

In general, information reporting requirements may apply to dividends paid to a U.S. holder and to the proceeds of the sale or other disposition of our Common Stock, unless the U.S. holder is an exempt recipient. Backup withholding may apply to such payments if the U.S. holder fails to provide a taxpayer identification number, a certification of exempt status or has been notified by the IRS that it is subject to backup withholding (and such notification has not been withdrawn).

Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a U.S. holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS.

Unearned Income Medicare Tax

A 3.8% Medicare contribution tax will generally apply to all or some portion of the net investment income of a U.S. holder that is an individual with adjusted gross income that exceeds a threshold amount ($200,000, or $250,000 if married filing jointly).

Consequences to Non-U.S. Holders

The following is a summary of the U.S. federal income tax consequences that will apply to a non-U.S. holder of our securities. A “non-U.S. holder” is a beneficial owner of our securities (other than a partnership or an entity or arrangement treated as a partnership for U.S. federal income tax purposes) that, for U.S. federal income tax purposes, is not a U.S. holder. The term “non-U.S. holder” includes:

●a non-resident alien individual (other than certain former citizens and residents of the U.S. subject to U.S. tax as expatriates);

●a foreign corporation;

●an estate or trust that is not a U.S. holder; or

●any other Person that is not a U.S. holder.

But generally does not include an individual who is present in the U.S. for 183 days or more or who is otherwise treated as a U.S. resident in the taxable year. If you are such an individual, you should consult your tax advisor regarding the U.S. federal income tax consequences of the acquisition, ownership or sale or other disposition of our securities.

Distributions

Subject to the discussion below regarding effectively connected income, any distribution paid to a non-U.S. holder, to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles) generally will constitute a dividend for U.S. federal income tax purposes and, provided such dividends are not effectively connected with the non-U.S. holder’s conduct of a trade or business within the U.S., will be subject to U.S. withholding tax either at a rate of 30% of the gross amount of the dividend or such lower rate as may be specified by an applicable income tax treaty. In order to receive a reduced treaty rate, a non-U.S. holder must provide us with an €RS Form W-8BEN, IRS Form W-8BEN-E or other applicable IRS Form W-8 properly certifying qualification for the reduced rate. These forms must be provided prior to the payment of dividends and must be updated periodically. A non-U.S. holder eligible for a reduced rate of U.S. withholding tax pursuant to an income tax treaty should consult with its individual tax advisor to determine if you may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. If a non-U.S. holder holds our securities through a financial institution or other agent acting on the non-U.S. holder’s behalf, the non-U.S. holder will be required to provide appropriate documentation to the agent, which then may be required to provide certification to us or our paying agent, either directly or through other intermediaries.

64

Dividends received by a non-U.S. holder that are effectively connected with its conduct of a U.S. trade or business (and, if required by an applicable income tax treaty, attributable to a permanent establishment or fixed base maintained by the non-U.S. holder in the United States) are generally exempt from such withholding tax if the non-U.S. holder satisfies certain certification and disclosure requirements. In order to obtain this exemption, the non-U.S. holder must provide us with an IRS Form W-8ECI or other applicable IRS Form W-8 properly certifying such exemption. Such effectively connected dividends, although not subject to withholding tax, are taxed at the same graduated U.S. federal income tax rates applicable to U.S. holders, net of certain deductions and credits. In addition, dividends received by a corporate non-U.S. holder that are effectively connected with its conduct of a U.S. trade or business may also be subject to a branch profits tax at a rate of 30% or such lower rate as may be specified by an applicable income tax treaty. Non-U.S. holders should consult their own tax advisors regarding any applicable tax treaties that may provide for different rules.

Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. holder’s adjusted tax basis in its Common Stock and, to the extent such distribution exceeds the Non-U.S. holder’s adjusted tax basis, as gain realized from the sale or other disposition of the Common Stock, which will be treated as described under “Non-U.S. Holders — Gain on Sale, Exchange or Other Taxable Disposition of Common Stock” below.

Gain on Sale, Exchange, or Other Taxable Disposition of Common Stock

Subject to the discussion below regarding backup withholding and foreign accounts, a non-U.S. holder generally will not be required to pay U.S. federal income tax on any gain realized upon the sale, exchange, or other taxable disposition of our Common Stock unless:

●the gain is effectively connected with the non-U.S. holder’s conduct of a U.S. trade or business (and, if required by an applicable income tax treaty, the gain is attributable to a permanent establishment or fixed base maintained by the non-U.S. holder in the United States);

●the non-U.S. holder is a non-resident alien individual who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met; or

●shares of our Common Stock constitute U.S. real property interests by reason of our status as a “United States real property holding corporation” (a USRPHC) for U.S. federal income tax purposes at any time within the shorter of the five-year period preceding the non-U.S. holder’s disposition of, or the non-U.S. holder’s holding period for, our Common Stock (provided that an exception does not apply), and, in the case where shares of our Common Stock are regularly traded on an established securities market, the non-U.S. holder has owned, directly or constructively, more than 5% of our Common Stock at any time within the shorter of the five-year period preceding the disposition or such non-U.S. holder’s holding period for the shares of our Common Stock.

We believe that we are not currently and will not become a USRPHC for U.S. federal income tax purposes, and the remainder of this discussion so assumes. However, because the determination of whether we are a USRPHC depends on the fair market value of our U.S. real property relative to the fair market value of our other business assets, there can be no assurance that we will not become a USRPHC in the future. Even if we become a USRPHC, however, as long as our Common Stock is regularly traded on an established securities market, such Common Stock will be treated as U.S. real property interests only if the non-U.S. holder actually or constructively hold more than five percent of such regularly traded Common Stock at any time during the shorter of the five-year period preceding the non-U.S. holder’s disposition of, or the non-U.S. holder’s holding period for, our Common Stock.

If the non-U.S. holder is described in the first bullet above, it will be required to pay tax on the net gain derived from the sale, exchange or other taxable disposition under regular graduated U.S. federal income tax rates, and a corporate non-U.S. holder described in the first bullet above also may be subject to the branch profits tax at a rate of 30%, or (in each case) such lower rate as may be specified by an applicable income tax treaty. An individual non-U.S. holder described in the second bullet above will be required to pay a flat 30% tax (or such lower rate specified by an applicable income tax treaty) on the gain derived from the sale, exchange, or other taxable disposition, which gain may be offset by U.S. source capital losses for the year (provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses). Non-U.S. holders should consult their own tax advisors regarding any applicable income tax or other treaties that may apply.

65

Federal Estate Tax

Common Stock beneficially owned by an individual who is not a citizen or resident of the United States (as defined for U.S. federal estate tax purposes) at the time of their death will generally be includable in the decedent’s gross estate for U.S. federal estate tax purposes. Such shares, therefore, may be subject to U.S. federal estate tax, unless an applicable estate tax treaty provides otherwise.

Backup Withholding and Information Reporting

Generally, we must report annually to the IRS the amount of dividends paid to you, your name and address and the amount of tax withheld, if any. A similar report will be sent to you. Pursuant to applicable income tax treaties or other agreements, the IRS may make these reports available to tax authorities in your country of residence.

A non-U.S. holder may have to comply with certification procedures to establish that it is not a United States person in order to avoid information reporting and backup withholding requirements. The certification procedures required to claim a reduced rate of withholding under a treaty generally will satisfy the certification requirements necessary to avoid the backup withholding as well for example, by properly certifying your non-U.S. status on an IRS Form W-8BEN or IRS Form W-8BEN-E or other applicable IRS Form W-8.Notwithstanding the foregoing, backup withholding and information reporting may apply if either we or our paying agent has actual knowledge, or reason to know, that you are a U.S. person.

Backup withholding is not an additional tax; rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may generally be obtained from the IRS, provided that the required information is furnished to the IRS in a timely manner.

Foreign Account Tax Compliance

The Foreign Account Tax Compliance Act generally imposes withholding tax at a rate of 30% on dividends on and gross proceeds from the sale or other disposition of our securities paid to a “foreign financial institution” (as specially defined under these rules), unless any such institution (1) enters into, and complies with, an agreement with the IRS to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution that are owned by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (2) if required under an intergovernmental agreement between the United States and an applicable foreign country, reports such information to its local tax authority, which will exchange such information with the U.S. authorities. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Accordingly, the entity through which our securities are held will affect the determination of whether such withholding is required. Similarly, dividends in respect of our securities held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exceptions will generally be subject to withholding at a rate of 30%, unless such entity either (1) certifies to us or the applicable withholding agent that such entity does not have any change-in-control agreements“substantial United States owners” or (2) provides certain information regarding the entity’s “substantial United States owners,” which will in turn be provided to the U.S. Department of Treasury. Non-U.S. holders should consult their own tax advisors regarding the possible implications of this legislation on their investment in our securities.

Each prospective investor should consult its own tax advisor regarding the particular U.S. federal, state and local and non-U.S. tax consequences of purchasing, owning and disposing of our securities, including the consequences of any proposed changes in applicable laws.

66

UNDERWRITING

We are offering our Units described in this prospectus through the underwriters named below. EF Hutton, division of Benchmark Investments, Inc., is acting as the sole representative (the “Representative”) of the underwriters. We have entered into an underwriting agreement with the Representative and the other underwriters. Subject to the terms and conditions of the underwriting agreement, each of the underwriters has severally agreed to purchase, and we have agreed to sell to the underwriters, the number of shares of Units listed next to its name in the following table.

Underwriters

Number of

Units

EF Hutton, division of Benchmark Investments, Inc.[●]
Total[●]

The underwriting agreement provides that the underwriters must buy all of the Units offered by this prospectus if they buy any of its executive officers.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND CORPORATE GOVERNANCE
Certain Relationshipsthem. However, the underwriters are not required to take or pay for the Units covered by the underwriters’ option to purchase additional Units as described below. Our Units are offered subject to a number of conditions, including:

●receipt and acceptance of our Units by the underwriters; and
●the underwriters’ right to reject orders in whole or in part.

The underwriters’ obligation to purchase the Units is subject to satisfaction of certain conditions, including, among others, the continued accuracy of representations and Related Transactions

On April 27, 2015, we entered into a software purchase agreement with Green Tree, Steven Edelman, the principal of Green Tree and a director of our company, and Rosenweiss pursuant to which we purchased a 49% interestwarranties made by us in the Green Tree Magic Software. underwriting agreement, delivery of legal opinions and the absence of any material changes in our assets, business, or prospects after the date of this prospectus.

We issued 14,700,000have been advised by EF Hutton that the underwriters intend to make a market in our shares of Common Stock and Warrants but that they are not obligated to do so and may discontinue making a market at any time without notice.

In connection with this offering, certain of the underwriters or securities dealers may distribute prospectuses electronically.

 After the initial public offering of the Units, the offering price and other selling terms may be changed by the underwriters. Sales of Units made outside the United States may be made by affiliates of certain of the underwriters.

Over-Allotment Option

We have granted the Representative an option exercisable one or more times in whole or in part, not later than 45 days after the date of this prospectus, to purchase from us up to an aggregate of [●] additional shares of our common stockCommon Stock and/or [●] Warrants, in each case, less the underwriting discounts and commissions set forth on the cover of this prospectus in any combination thereof to Green Tree, representing 49%cover over-allotments, if any. To the extent that the Representative exercises this option, the Representative will become obligated, subject to conditions, to purchase approximately the same percentage of these additional shares of Common Stock and Warrants as the number of Units to be purchased by it in the above table bears to the total number of Units offered by this prospectus. We will be obligated, pursuant to the option, to sell these additional shares of Common Stock and Warrants to the Representative to the extent the option is exercised. If any additional shares of Common Stock and Warrants are purchased, the Representative will offer the additional shares of Common Stock and Warrants on the same terms as those on which the other Units are being offered hereunder.

Underwriting Discount

Units sold by the underwriters to the public will initially be offered at the initial offering price set forth on the cover of this prospectus. Any Units sold by the underwriters to securities dealers may be sold at a discount of up to $[●] per share from the public offering price. The underwriters may offer the Units through one or more of their affiliates or selling agents. If all the Units are not sold at the public offering price, the Representative may change the offering price and the other selling terms. Upon execution of the underwriting agreement, the underwriters will be obligated to purchase the Units at the prices and upon the terms stated therein.

The underwriting discount is equal to the public offering price per Unit, less the amount paid by the underwriters to us per Unit. The underwriting discount was determined through an arms’ length negotiation between us and the underwriters. We have agreed to sell the Units to the underwriters at the offering price of $[●] per Unit, which represents the public offering price of our issuedUnits set forth on the cover page of this prospectus less an 8% underwriting discount.

The following table shows the per share and outstanding shares attotal underwriting discount we will pay to the underwriters assuming both no exercise and full exercise of the underwriters’ option to purchase up to [●] additional shares.

Per UnitTotal Without Exercise of Over-Allotment OptionTotal With Exercise of Over-Allotment Option
Public offering price$[●]$[●]$[●]
Underwriting discounts and commissions (8%)$[●]$[●]$[●]
Proceeds to us, before fees and expenses, to us$[●]$[●]$[●]
Non-accountable expense allowance (1%)$[●]$[●]$[●]
Accountable expense allowance$[●]$[●]$[●]
Printing, transfer agent, warrant agent, etc.$[●]$[●]$[●]
Net Total Proceeds$[●]$[●]$[●]

67

We have agreed to reimburse the Representative for its accountable expenses, including the Representative’s legal fees, as well as other fees, expenses, and disbursement up to a maximum amount of $[●]. We have paid $25,000 to the Representative as an advance to be applied towards reasonable out-of-pocket expenses (the “Advance”). Any portion of the advance shall be returned back to us to the extent not actually incurred in compliance with FINRA Rule 5110(g)(4)(A). We estimate that time,the total expenses payable by us in connection with this offering, other than the underwriting discounts referred to above, will be approximately $[●].

We will be also responsible for and $54,000 in cash. Concurrentwill pay all expenses relating to the offering, including, without limitation, (a) all filing fees and expenses relating to the registration of the securities with the closingCommission; (b) all fees and expenses relating to the listing of the softwareCommon Stock and the Warrants underlying the Units on the Nasdaq Capital Market; (c) all fees, expenses and disbursements relating to the registration or qualification of the securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel) unless such filings are not required in connection with the Company’s proposed listing on the Nasdaq Capital Market, if applicable; (d) all fees, expenses and disbursements relating to the registration, qualification or exemption of the securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; €) the costs of all mailing and printing of the offering documents; (f) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the underwriters; (g) the fees and expenses of the Company’s accountants; and (h) a maximum of $[●] for fees and expenses including “road show,” diligence, and reasonable legal fees and disbursements for the underwriters’ counsel. The Company shall be responsible for the underwriters’ external counsel legal costs irrespective of whether or not the offering is consummated, subject to a maximum of $50,000 in the event that it is not consummated. Additionally, one percent (1%) of the gross proceeds of the offering shall be provided to the underwriters for non-accountable expenses. The Representative may deduct from the net proceeds of the offering payable to the Company on the closing date, or the closing date of the over-allotment option, if any, the expenses set forth herein to be paid by the Company to the Representative.

We estimate the total expenses payable by us for this offering to be approximately $[●], which amount includes (i) the underwriting discount of $[●] (8%), (ii) a non-accountable expense of $[●] (1%) (iii) reimbursement of the accountable expenses of the representative equal to $150,000 including the legal fees of the representative being paid by us and (iii) other estimated Company expenses of approximately $[●], which includes legal accounting printing costs and various fees associated with the registration of our securities.

Representative Warrants

We have agreed to issue warrants to the Representative to purchase Rosenweiss purchased 3,000,000up to a total of [●] shares of our common stock, representingCommon Stock (4% of the shares of Common Stock underlying the units sold in this offering, excluding the shares underlying the over-allotment option). We are registering hereby the issuance of the Representative Warrants and the shares of Common Stock issuable upon exercise of such warrants. The Representative Warrants will be non-exercisable for 180 days following the commencement of sales of the offering and will expire on the fifth anniversary of the effective date of the registration statement of which this prospectus forms a non-dilutable right (until we becomepart and in compliance with FINRA Rule 5110(f)(2)(G). The Representative Warrants will be exercisable at a price equal to 120% of the public company)offering price in connection with this offering. The Representative Warrants shall not be redeemable. The Representative Warrants may not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days beginning on the date of commencement of sales of the offering, except as provided for in FINRA Rule 5110(e)(2). Notwithstanding the foregoing, the Representative Warrants may be assigned, in whole or in part, to 10%any officer, manager or member of our issuedthe Representative (or to officers, managers or members of any such successor or member), and outstandingto members of the underwriting syndicate or selling group. The Representative Warrants may be exercised as to all or a lesser number of shares of common stock for a purchase priceperiod of $70,000. The agreement also provides that Rosenweissfive (5) years following the commencement of sales of the offering, will make a four year loanprovide for cashless exercise and will contain provisions for one demand registration of $50,000 to us.


The agreement provides, among other things, that Green Tree and Rosenweiss (until we become public) shall each be entitled to appoint one member to our board of directors. We also agreed that until we become public certain corporate actions, such as the issuance of securities, the sale of assetsthe underlying shares of Common Stock, provided, there is no effective registration statement for such shares, at the Company’s expense, and assumptionunlimited “piggyback” registration rights at the Company’s expense. The sole demand registration right provided at the issuer’s expense will not be greater than five (5) years from the commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8)(C). The piggyback registration rights provided will not be greater than seven (7) years from the commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8)(D). The Representative Warrants shall further provide for anti-dilution protection (adjustment in the number and price of such warrants and the shares underlying such warrants) resulting from corporate events (which would include dividends, reorganizations, mergers, etc.) when the public shareholders have been proportionally affected and otherwise in compliance with FINRA Rule 5110(g)(8)(E).

Tail Financing

Pursuant to that certain Letter of Engagement dated as of February 4, 2022 (the “Engagement Agreement”), between the Company and EF Hutton, if, during the 12 month period following the closing of this offering, we consummate a financing with investors with whom the Representative had contacted or introduced to us during the period in which we engaged the Representative, we will pay the Representative a fee equal to 8% of the proceeds of such financing.

68

Right of First Refusal

Pursuant to the Engagement Agreement, we have also granted EF Hutton an irrevocable right of first refusal for a period of twelve (12) months after the effective date of this offering, to act as sole investment banker, sole book-runner, and/or sole placement agent, at EF Hutton’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings, during such twelve (12) month period, of the Company, or any successor to or subsidiary of the Company, on terms and conditions customary to EF Hutton for such transactions.

Lock-Up Agreements

The Company, each of our directors and executive officers, and our 5% and greater stockholders, have agreed not to, subject to certain limited exceptions, offer, pledge, sell, contract to sell, grant any option to purchase, or otherwise dispose of our Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, or to enter into any hedge or other arrangement or any transaction that transfers, directly or indirectly, the economic consequence of ownership of the shares of our Common Stock, in the case of the Company for a period of 180 days after the date of this prospectus, and in the case of our directors and executive officers and our 5% and greater stockholders for a period of 180 days after the date of this prospectus, without the prior written consent of EF Hutton.

Indemnification

We have agreed to indemnify the several underwriters against certain liabilities, (other thanincluding certain liabilities under the Securities Act. If we are unable to provide this indemnification, we have agreed to contribute to payments the underwriters may be required to make in respect of those liabilities.

Other Relationships

Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and liabilities lesscommissions for these transactions.

Stock Exchange Listing Application

In connection with this offering, we intend to apply to have our Common Stock and Warrants listed on the Nasdaq Capital Market under the symbols “ALTD” and “ALTDW,” respectively. No assurance can be given that our applications will be approved. We will not proceed with this offering in the event our Common Stock is not approved for listing on the Nasdaq Capital Market.

69

Price Stabilization, Short Positions

In connection with this offering, the underwriters may engage in activities that stabilize, maintain or otherwise affect the price of our shares of Common Stock during and after this offering, including:

●stabilizing transactions;
●short sales;
●purchases to cover positions created by short sales;
●imposition of penalty bids; and
●syndicate covering transactions.

Stabilizing transactions consist of bids or purchases made for the purpose of preventing or retarding a decline in the market price of our shares of Common Stock while this offering is in progress. Stabilization transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. These transactions may also include making short sales of our shares of Common Stock, which involve the sale by the underwriters of a greater number of shares of Common Stock than $5,000), hiring personnel, setting salaries, declaringthey are required to purchase in this offering and purchasing shares of Common Stock on the open market to cover short positions created by short sales. Short sales may be “covered short sales,” which are short positions in an amount not greater than the underwriters’ option to purchase additional shares referred to above, or paying distributions requiremay be “naked short sales,” which are short positions in excess of that amount.

The underwriters may close out any covered short position by either exercising their option, in whole or in part, or by purchasing shares in the approvalopen market. In making this determination, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option.

Naked short sales are short sales made in excess of the director appointedover-allotment option. The underwriters must close out any naked short position by Rosenweiss.


Ifpurchasing shares in the softwareopen market. A naked short position is not functional and ready formore likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares of Common Stock in the open market has not generated at least $25,000that could adversely affect investors who purchased in revenues by April 2017, Green Tree will return 7,350,000 sharesthis offering.

The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the treasuryunderwriters a portion of the Companyunderwriting discount received by it because EF Hutton has repurchased shares sold by or for the account of that underwriter in stabilizing or short covering transactions.

These stabilizing transactions, short sales, purchases to cover positions created by short sales, the imposition of penalty bids and 7,350,000 shares to Rosenweiss. In such situation, we would retainsyndicate covering transactions may have the effect of raising or maintaining the market price of our Common Stock or preventing or retarding a 5% interestdecline in the software.market price of our Common Stock. As a result of this obligation, Green Tree agreed notthese activities, the price of our Common Stock may be higher than the price that otherwise might exist in the open market. The underwriters may carry out these transactions on the Nasdaq Capital Market, in the over-the-counter market or otherwise. Neither we nor the underwriters make any representation or prediction as to sell or transferthe effect that the transactions described above may have on the price of the shares. Neither we, nor any of the 14,700,000 shares until April 2017, providedunderwriters make any representation that ifthe underwriters will engage in these stabilization transactions or that any transaction, once commenced, will not be discontinued without notice.

Determination of Offering Price

Prior to this offering, there has been a limited public market for our Common Stock and there has been no public market for our Warrants. Our Common Stock currently trades on the OTC Marketplace, where it desires to transfer shares it must obtainis quoted under the consent of Rosenweiss and one person who was an original shareholdersymbol “ALTD.” The public offering price of the Company.Units, including the exercise price of the Warrants, will be negotiated between us and the Representative. The principal factors to be considered in determining the public offering price include:

●the information set forth in this prospectus and otherwise available to EF Hutton;
●our history and prospects and the history and prospects for the industry in which we compete;
●our past and present financial performance;
●our prospects for future earnings and the present state of our development;
●the general condition of the securities market at the time of this offering;

70

Relatives

●the recent market prices of, and demand for, publicly traded shares of generally comparable companies; and
●other factors deemed relevant by the underwriters and us.

The estimated public offering price range set forth on the cover page of certainthis preliminary prospectus is subject to change as a result of market conditions and other factors. Neither we nor the underwriters can assure investors that an active trading market will develop for our insiders participated,shares of Common Stock or that the shares of Common Stock will trade in the public market at or above the public offering price.

Affiliations

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing, and brokerage activities. The underwriters and their affiliates may from time to time in the future engage with us and perform services for us or in the ordinary course of their business for which they will receive customary fees and expenses. In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of us. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of these securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in these securities and instruments.

Electronic Distribution

A prospectus in electronic format may be made available on the Internet sites or through other online services maintained by one or more of the underwriters participating in this offering, or by their affiliates. In those cases, prospective investors may view offering terms online and, depending upon the particular underwriter, prospective investors may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of shares for sale to online brokerage account holders. Any such allocation for online distributions will be made by the underwriters on the same termsbasis as other allocations. Other than the prospectus in electronic format, the information on any underwriter’s website and any information contained in any other website maintained by an underwriter is not part of the prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or any underwriter in its capacity as underwriter and should not be relied upon by investors.

Selling Restrictions

Canada

The shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

71

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Regulation, or each, a Relevant Member State, an offer to the public of any shares of our 2015 financings.


The Company currently uses office spaceCommon Stock may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of any shares of our Common Stock may be made at any time under the following exemptions under the Prospectus Regulation, if they have been implemented in that Relevant Member State:

(i)to any legal entity which is a qualified investor as defined in the Prospectus Regulation;

(ii)to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or

(iii)in any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of shares of our Common Stock shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Regulation.

For the purposes of this provision, the expression an “offer to the public” in relation to any shares of our Common Stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares of our President, Leonard Rosenfield, at no charge.

Director Independence
We currentlyCommon Stock to be offered so as to enable an investor to decide to purchase any shares of our Common Stock, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

United Kingdom

Each underwriter has represented and agreed that:

(a)it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (“FSMA”) received by it in connection with the issue or sale of the shares of our Common Stock in circumstances in which Section 21(1) of the FSMA does not apply to us; and

(b)it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares of our Common Stock in, from or otherwise involving the United Kingdom.

Hong Kong

Shares of our Common Stock may not be offered or sold by means of any document other than (i) in circumstances which do not haveconstitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any independent directors asrules made thereunder or (iii) in other circumstances which do not result in the term “independent”document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to shares of our Common Stock may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is defineddirected at, or the contents of which are likely to be accessed or read by, the rulespublic in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares of our Common Stock which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the AmericanSecurities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder.

72

Japan

No registration pursuant to Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) (the “FIEL”) has been made or will be made with respect to the solicitation of the application for the acquisition of the shares of Common Stock.

Accordingly, the shares of Common Stock Exchange.have not been, directly or indirectly, offered or sold and will not be, directly or indirectly, offered or sold in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements, and otherwise in compliance with, the FIEL and the other applicable laws and regulations of Japan.

For Qualified Institutional Investors (“QII”)

Please note that the solicitation for newly-issued or secondary securities (each as described in Paragraph 2, Article 4 of the FIEL) in relation to the shares of Common Stock constitutes either a “QII only private placement” or a “QII only secondary distribution” (each as described in Paragraph 1, Article 23-13 of the FIEL). Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph 1, Article 4 of the FIEL, has not been made in relation to the shares of Common Stock. The shares of Common Stock may only be transferred to QIIs.

For Non-QII Investors

Please note that the solicitation for newly-issued or secondary securities (each as described in Paragraph 2, Article 4 of the FIEL) in relation to the shares of Common Stock constitutes either a “small number private placement” or a “small number private secondary distribution” (each as is described in Paragraph 4, Article 23-13 of the FIEL). Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph 1, Article 4 of the FIEL, has not been made in relation to the shares of Common Stock. The shares of Common Stock may only be transferred en bloc without subdivision to a single investor.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of shares of our Common Stock may not be circulated or distributed, nor may the shares of our Common Stock be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA, (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where shares of our Common Stock are subscribed or purchased under Section 275 by a relevant person which is: (i) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (ii) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired shares of our Common Stock under Section 275 except: (a) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (b) where no consideration is given for the transfer; or (c) by operation of law.

73

ADDITIONAL

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby and certain other legal matters will be passed upon for us by Lucosky Brookman LLP, Woodbridge, NJ. Carmel, Milazzo & Feil LLP, New York, NY, is acting as counsel to the underwriters in connection with certain legal matters relating to this offering.

EXPERTS

The financial statements of Altitude as of December 31, 2021 appearing in this prospectus and registration statement of which this prospectus forms a part, have been audited by Turner, Stone & Company, L.L.P., independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report, given on the authority of such firm as experts in accounting and auditing.

The financial statements of Altitude as of December 31, 2020 appearing in this prospectus and registration statement of which this prospectus forms a part, have been audited by BF Borgers CPA PC, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report, given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act, of 1933 with respect to the common stockshares of Common Stock being offered hereby. Upon completion of the registration and the filing and notification of effectiveness of our registration statement we will be subject to the reporting requirements of Section 13(a) of the Securities and Exchange Act of 1934 and, in accordance therewith, will file all requisite reports such as annual, quarterly, and current reports with the SEC. Such reports,by this registration statement and other information may be inspected without charge and copied at prescribed rates at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information regarding the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC at http://www.sec.gov.

As permitted by the rules and regulations of the SEC, thisprospectus. This prospectus does not contain all of the information set forth in the registration statement on Form S-1 and the exhibits and schedules thereto.its exhibits. For further information with respect to the CompanyAltitude and the common stockCommon Stock offered hereby, reference is madeby this prospectus, we refer you to the registration statement and exhibits and schedules thereto.its exhibits. Statements contained in this prospectus regardingas to the contents of any contract or any other documentsdocument referred to which we refer are not necessarily complete. Incomplete, and in each instance, reference is madewe refer you to the copy of the contract or other document filed as an exhibit to the registration statement, and each statementstatement. Each of these statements is qualified in all respects by thatthis reference.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
 Our directors and officers

You can read our SEC filings, including the registration statement, over the Internet at the SEC’s website at www.sec.gov. We also maintain a website at https://altdintl.com.

We are indemnified by our Certificate of Incorporation and Bylawssubject to the fullest extent permitted by New York law.


Insofar as indemnification for liabilities arising underinformation reporting requirements of the SecuritiesExchange Act, of 1933, as amended, mayand we will file reports, proxy statements and other information with the SEC. These reports, proxy statements and other information will be permitted to such directors, officers and controlling persons pursuant toavailable on the foregoing provisions, or otherwise, we have been advised that in the opinionwebsite of the SEC such indemnificationreferred to above. The information contained in, or that can be accessed through, our website is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
LEGAL MATTERS
Feder Kaszovitz LLP has opined on the validitynot part of the shares being offered hereby.
EXPERTS
The consolidated financial statements included in this prospectus, and you should not consider the contents of our website in the registration statement for the years ended December 31, 2014 and December 31, 2013 have been audited by ZBS Group LLP,making an independent registered public accounting firm, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

TITAN COMPUTER SERVICES, INC.

Contents
investment decision with respect to our Common Stock.

74

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page

Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID: 76)

F-2

F-1

Report of Independent Registered Public Accounting Firm (PCAOB ID: 5041)

F-3

Consolidated Balance Sheets as of December 31, 20142021 and 20132020

F-3

F-4

IncomeConsolidated Statements of Operations for the years ended December 31, 20142021 and 20132020

F-4

F-5

Consolidated Statements of Changes in Stockholders'Stockholders’ Equity (Deficit) for the years ended December 31, 20142021 and 20132020

F-5

F-6

Consolidated Statements of Cash Flows for the years ended December 31, 20142021 and 20132020

F-6

F-7

Notes to Consolidated Financial Statements

F-7 - F-11

F-8

75

GRAPHIC

Your Vision Our Focus

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Titan Computer Services of Altitude International Holdings, Inc.
Spring Valley, NY

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Titan Computer ServicesAltitude International Holdings, Inc. and its subsidiaries (the “Company”) as of December 31, 2014 and 2013,2021 and the related consolidated statements of income,operations, changes stockholders’ equity (deficit) and cash flows for eachthe year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the yearsCompany as of December 31, 2021, and the results of its consolidated operations and its consolidated cash flows for the year then ended, in conformity with accounting principles generally accepted in the two-year period ended December 31, 2014. Titan Computer Service Inc.’s management is responsibleUnited States of America.

Explanatory Paragraph – Going Concern

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

Basis for theseOpinion

These financial statements.statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on thesethe Company’s financial statements based on our audits.

audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our auditsaudit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.misstatement, whether due to error or fraud. The companyCompany is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. OurAs part of our audit, included considerationwe are required to obtain an understanding of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’sCompany’s internal control over financial reporting. Accordingly, we express no such opinion. An

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

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

F-1

Goodwill Impairment Assessment

Critical Audit Matter Description

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

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

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the following:

-

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

-

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

-

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

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

Dallas, Texas

March 15, 2022

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

Turner, Stone & Company, L.L.P.

Accountants and Consultants

12700 Park Central Drive, Suite 1400

Dallas, Texas 75251

Telephone: 972-239-1660 ⁄ Facsimile: 972-239-1665

Toll Free: 877-853-4195

Web site: turnerstone.com

INTERNATIONAL ASSOCIATION OF ACCOUNTANTS AND AUDITORS

F-2

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Altitude International Holdings, Inc. (the “Company”) as of December 31, 2020, the related consolidated statement presentation.of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

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

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

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

In our opinion,

/s/ BF Borgers CPA PC

We have served as the financial statements referred to above present fairly, in all material respects, the financial position of Titan Computer Services Inc. as of December 31, 2014 and 2013, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

Company’s auditor since 2019.

Lakewood, CO

March 29, 2021

www.bfbcpa.us

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

F-3
/s/  ZBS Group LLP
Plainview, NY
December 7, 2015

255 Executive Drive, Suite 400 Plainview, New York 11803
Tel: (516) 394-3344     Fax:  (516) 908-7867
www.zbscpas.com

TITAN COMPUTER SERVICES,

ALTITUDE INTERNATIONAL HOLDINGS, INC.

BALANCE SHEETS
  December 31,  December 31, 
ASSETS 2014  2013 
Current Assets      
Cash $-  $44,427 
Account receivable  17,565   30,362 
         
Total Current Assets $17,565  $74,789 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
         
Current Liabilities        
Accounts payable $5,376  $36,212 
Bank overdraft  2,128   - 
Other currents liabilities  804   776 
         
Total Current Liabilities  8,308   36,988 
         
Commitments and Contingencies – note 6        
         
Stockholders' Equity        
Common stock – no  par value, 200 shares authorized,
200 shares issues and outstanding at December 31, 2014
and 2013, respectively
  500   500 
Retained earnings  8,757   37,301 
         
Total Stockholders' Equity  9,257   37,801 
         
Total Liabilities and Stockholders' Equity $17,565   74,789 

(f/k/a Altitude International, Inc.)

and Subsidiaries

Consolidated Balance Sheets

December 31,

  2021  2020 
ASSETS        
Current assets        
Cash $423,165  $134,003 
Accounts receivable, net  

91,520

   269,962 
Inventory  161,235   50,536 
Prepaid expense  88,134   202,003 
Total current assets  764,054   656,504 
         
Fixed assets, net  71,036   286,099 
Intangible assets, net  287,500   0 
Goodwill  29,493,398   0 
         
Total assets $30,615,988  $942,603 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT        
Current liabilities        
Notes payable - related party $-  $69,200 
Notes payable  -   934,568 
Accounts payable and accrued expenses  436,896   466,708 
Accounts payable and accrued expenses - related party  -   113,422 
Stockholders’ advance  36,211   36,211 
PPP loan  20,800   30,595 
Deferred revenue  1,388,126   1,378,502 
Total current liabilities  1,882,033   3,029,206 
         
Non-current liabilities        
Notes payable, net of current portion  1,288,887   263,300 
Total non-current liabilities  1,288,887   263,300 
Total liabilities  3,170,920   3,292,506 
         
Commitments and contingencies - Note 7  -   - 
         
Stockholders’ equity (deficit)        
Preferred stock - 0 par value, 5,000,000 shares authorized, 51 and 0 shares issued and outstanding at December 31, 2021 and 2020, respectively  -   - 
Common stock - 0 par value, 600,000,000 shares authorized, 358,070,905 and 51,487,764 shares issued, issuable, and outstanding at December 31, 2021 and 2020, respectively  30,362,949   3,091,136 
Members’ deficit  -   (1,981,343)
Additional paid in capital  -   (1,270,366)
Non-controlling members’ deficit  -   (44,454)
Accumulated deficit  

(2,917,881

)  

(2,144,876

)
Total stockholders’ equity (deficit)  

27,445,068

   

(2,349,903

)
Total liabilities and stockholders’ equity (deficit) $30,615,988  $942,603 

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


F-4

TITAN COMPUTER SERVICES, INC.
INCOME STATEMENTS
  For the Years Ended 
  December 31, 
  2014  2013 
       
 Revenue $173,455  $330,398 
         
 Cost of services provided  140,504   225,627 
         
 Gross Profit  32,951   104,771 
         
 Operating Expenses        
 Insurance expenses  6,695   8,134 
 Payroll expenses – related parties  -   28,000 
 Other general and administrative expenses  19,258   20,286 
 Total operating expenses  25,953   56,420 
         
 Income from operations  6,998   48,351 
         
 Other Income (Expenses)  -   - 
         
 Net Income before tax  6,998   48,351 
         
 Provision for income taxes  -   - 
         
 Net Income $6,998  $48,351 
         
Earnings per share        
 - basic and fully diluted $35  $242 
         
 Weighted-average number of shares of common stock        
 - basic and fully diluted  200   200 
Operations

For the Years ended December 31,

  2021  2020 
       
Revenue $6,595,867  $5,524,410 
         
Operating expenses        
Direct costs of revenue  2,862,941   

2,217,974

 
Professional fees  407,401   106,639 
Salary expenses  2,396,915   

1,478,414

 
Stock-based compensation  657,947   - 
Marketing expense  240,080   108,229 
Rent expense  648,080   98,209 
Impairment expense  -   378,433 
Other general and administrative expenses  1,804,505   1,723,531 
Total operating expenses  9,017,869   6,111,429 
         
Loss from operations  (2,422,002)  (587,019)
         
Other income (expenses)        
Loss on settlement of debt  (11,754)  - 
Gain on forgiveness of PPP loans  614,972   507,207 
Interest expense  (22,833)  (45,486)
Total other income (expenses)  580,385   461,721 
         
Net loss before non-controlling interest  (1,841,617)  (125,298)
Net loss attributable to non-controlling interests  -   (20,011)
Net loss $(1,841,617) $(105,287)
         
Earnings per share - basic and fully diluted $(0.01) $(0.00)
         
Weighted average number of shares of common stock - basic and fully diluted  189,059,461   45,323,448 

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

F-5
TITAN COMPUTER SERVICES, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Period from January 1, 2013 to Changes in Stockholders’ Equity (Deficit)

December 31, 2014

  Common Stock  Retained  
Total
Stockholders'
 
  Shares  No Par Value  Earnings  Equity 
             
Balance, January 1, 2013  200  $500  $59,601  $60,101 
Shareholders' distribution  -   -   (70,651)  (70,651)
Net profit for the year  -   -   48,351   48,351 
                 
Balance, December 31, 2013  200  $500  $37,301  $37,801 
                 
Shareholders' distribution  -   -   (35,542)  (35,542)
Net profit for the year  -   -   6,998   6,998 
                 
Balance, December 31, 2014  200  $500  $8,757  $9,257 
2021 and 2020

  Shares  Par Value  Shares  Par Value  Capital  Deficit  Deficit  Deficit  Total 
  Preferred Stock  Common Stock  Additional  

Members’

Deficit and

BHI

  Non-controlling       
  No of
  No     No  Paid in  

Common

  Members’  Accumulated    
  Shares  Par Value  Shares  Par Value  Capital  

Stock

  Deficit  Deficit  Total 
                            
Balance, December 31, 2019  -  $         -   -  $-  $100 $  (1,864,881)  $(159,444)  $(37,180) $  (2,061,405)
Capital contribution  -   -   -   -   -   -   135,001   -   135,001 
Private placement sale of common stock of Breunich Holdings, Inc.                                    
Options exercised into common stock                                    
Options exercised into common stock, shares                                    
Acquisition of Altitude International Holdings                                    
Acquisition of Altitude International Holdings, shares                                    
Reverse PrivateCo                                    
Acquisition related                                    

Acquisition related, shares 

                                    
Net loss for the period ended December 31, 2020  -   -   -   -   -   (116,462)   (20,011)   11,175  (125,298)
Balance, December 31, 2020  -  $-   -  $-  $100 $(1,981,343) $(44,454) $(26,005) $(2,051,702)
                                     
Balance, December 31, 2020  -  $-   -  $-  $100 $(1,981,343) $(44,454) $(26,005) $(2,051,702)
Balance  -  $-   -  $-  $100 $(1,981,343) $(44,454) $(26,005) $(2,051,702)
Acquisition of Altitude International Holdings  51   -   354,576,988   29,598,672   (100)   730,343   44,454   (1,050,259)  29,323,110
Private placement sale of common stock of Breunich Holdings, Inc.  -   -   -   -   -   1,251,000   -   -   1,251,000 
Issuance of common stock for services  -   -   3,062,500   657,947   -   -   -   -   657,947 
Conversion of debt to common stock  -   -   181,417   87,080   -   -   -   -   87,080 
Options exercised into common stock  -   -   250,000   19,250   -   -   -   -   19,250 
Acquisition of BHI  -   -   -   -   -   -   -   -   - 
Net loss for the period ended December 31, 2021  -   -   -   -   -   -   -   (1,841,617)  (1,841,617)
Balance, December 31, 2021  51  $-   358,070,905  $30,362,949  $-  $-  $-  $(2,917,881) $27,445,068 
Balance  51  $-   358,070,905  $30,362,949  $-  $-  $-  $(2,917,881) $27,445,068 

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

F-6

TITAN COMPUTER SERVICES, INC.
STATEMENTS OF CASH FLOWS
  For the Years Ended 
  December 31, 
  2014  2013 
Operating Activities:      
Net Profit for the year $6,998  $48,351 
Adjustments to reconcile net loss from operations to net cash provided by (used in) operating activities:        
Depreciation  -   - 
Change in assets and liabilities:        
Accounts receivable  12,797   72,614 
Accounts payable  (30,836)  (21,022)
Other Current Liabilities  28   389 
Net Cash Provided by (Used In) Operating Activities  (11,013)  100,332 
         
Net Cash Used In Investing Activities  -   - 
         
Financing Activities:        
Shareholders' distribution  (35,542)  (70,651)
Bank overdraft  2,128   - 
Net cash Used In financing activities  (33,414)  (70,651)
         
Net Increase (Decrease) in Cash and Cash Equivalents  (44,427)  29,681 
         
Cash and Cash Equivalents, Beginning Of Year  44,427   14,746 
         
Cash and Cash Equivalents, End Of Year $-   44,427 
         
Supplemental Disclosure of Cash Flow Information:        
Cash paid during the period:        
Interest paid $-  $- 
Income taxes paid $-  $- 
Cash Flows

For the Years ended December 31,

  2021  2020 
       
Cash flows from operating activities:        
Net loss $(1,841,617) $(125,298)
Net loss attributable to non-controlling interest  -   20,011 
Adjustments to reconcile net loss to net cash used in operations:        
Depreciation and amortization expense  229,530   51,189 
Goodwill impairment  -   378,433 
Stock-based compensation  657,947   - 
Bad debt expense  

205,455

   

-

 
Gain on forgiveness of PPP loans  (614,972)  - 
Loss on forgiveness of debt  11,754   (507,207)
Change in assets and liabilities:        
Accounts receivable  (27,013)  37,593 
Inventory  (110,699)  (25,674)
Prepaid expense  113,869  48,450 
Accounts payable and accrued expenses  (84,658)  (131,654)
Accounts payable and accrued expenses - related party  (113,422)  (3,754)
Deferred revenue  (116,413)  (640,881)
Net cash used in operating activities  (1,690,239)  (898,792)
         
Cash flows used in investing activities:        
Acquisition of ALTD, net  4,122   - 
Purchase of fixed assets  (1,967)  (11,667)
Net cash provided by (used in) investing activities  2,155   (11,667)
         
Cash flows from financing activities:        
Proceeds from notes payable  500,000   

673,465

 
Proceeds from PPP loans  

584,377

   30,595 
Proceeds from private placement of BHI common stock  

1,251,000

   - 
Partners’ capital, net  -   90,127 
Proceeds from stock options exercised  19,250  - 
Repayment of notes payable to related parties  (69,200)  - 
Repayment of notes payable  (308,181)  - 
Net cash provided by financing activities  1,977,246   794,187 
         
Net increase (decrease) in cash  289,162  (116,272)
         
Cash at beginning of period  134,003   250,275 
         
Cash at end of period $423,165 $134,003 
         
Cash paid for interest $23,651  $45,522 
Cash paid for taxes $-  $- 
         
Non-cash investing and financing activities:        
Issuance of common stock for acquisition $29,598,672 $- 
Issuance of common stock for accounts payable settlement $90,708  $-  

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

F-7

TITAN COMPUTER SERVICES,

ALTITUDE INTERNATIONAL HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER

and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2014


2021

NOTE 1 — BACKGROUND AND DESCRIPTION– NATURE OF BUSINESS


OPERATIONS

Company Background


Titan Computer Services,

Altitude International Holdings, Inc. (the “Company”(f/k/a Altitude International, Inc., the “Company,” “we,” “us,” “our,” or “Altitude-NY”), was incorporated on July 13, 1994 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 provide temporarychange the 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 permanent staffing solutionshas been operating as a wholly owned subsidiary of Altitude-NY since the Share Exchange. Altitude operates through Northern, Central, and South America sales to a broad cross sectionexecute the current business plan of industries including manufacturing, retailing and healthcare.athletic training industry, specifically altitude training. Our strengthobjective is to be recognized as one of the upper tier specialty altitude training equipment providers in the caliberAmericas.

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

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

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

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

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

On November 5, 2021, the Company formed Altitude Online Learning LLC, a Florida limited liability company. As of December 31, 2021, this entity had no activity.

Nature of Operations

Altitude International Holdings, Inc. is a multi-faceted organization focused on integrating advanced training and company is ideal.hydration technology with specialized sports training.

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 and has been used at a university and an NFL team. An NBA team has placed an order.

F-8

NOTE 2 — – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of presentation


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

Principles of Consolidation

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

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

CMA Soccer LLC, doing business as Altitude Soccer, the soccer division of Club Med Academies, hosts student-athletes from multiple nations worldwide like all other Club Med Academy sports. CMAS utilizes highly specialized training methodologies blending all of the critical elements required to build an elite-level player. Those who attend participate in a 10 hour per day regimen of soccer and academics. CMAS is a college and professional bound program placing its graduates in colleges throughout the United States and even some in the professional ranks throughout Europe, South America, and the USA.

NVL Academy LLC, doing business as Altitude Volleyball, is CMAS’s beach volleyball and indoor volleyball tuition-based operations. 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 operates and functions like all other academy sports.

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

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

Six Log Cleaning & Sanitizing, LLC provides a wide variety of services to its corporate customers, including but not limited to: general office cleaning, carpet cleaning, window cleaning, and other janitorial protocols. Fogging to prevent and protect against exposure to various bacteria, fungi, and viruses is another Six Log offering.

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

F-9

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 chamber, red light therapy, IV therapy, infrared sauna, and neuro feedback are just a few of the treatments that will be available. The Altitude Wellness Experience will be a combination of a hundred little things that make each member feel special. From warm and chilled eucalyptus towels when you arrive to fresh juices and healthy snacks, all is vital to the experience. The highly trained staff will include nurses, dietitians, trainers, therapists, and health specialists. Each will know the patient by name and be familiar with their profile, which will be completed on the app and available to the Experience Specialists upon each check-in. As of December 31, 2021, Altitude Wellness is not operating.

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

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

All intercompany accounts and transactions are eliminated in consolidation.

Going Concern and Liquidity

We have incurred recurring losses since inception and expect to continue to incur losses as a result of legal and professional fees and our corporate general and administrative expenses. On December 31, 2021, we had $423,165 in cash. Our net losses incurred for the year ended December 31, 2021 were $1,841,617and working capital deficit was $1,117,979 at December 31, 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 accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

Use of Estimates

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


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.

Use of Estimates

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

Significant Estimates, Risks and Concentrations

These accompanying financial statements include some amounts that are based on management’s best estimates and judgments. It is reasonably possible that the above-mentioned estimates may be adjusted as more current information becomes available, and any adjustment could be significant in future reporting periods.

The Company is dependent on its ability to handle rapidly substantial quantities of data and transactions on computer-based networks and the capacity, reliability and security of the electronic delivery systems and the Internet.  Any significant failure or interruption of these systems could cause our systems to operate slowly or interrupt service for periods of time and could have a material adverse effect on our business and results of our operations.  The Company may experience shortage of capacity and increased costs associated with such usage. These events may affect our ability to store, handle and deliver data and services to our customers.

Cash and Cash Equivalents


Cash is comprised of cash balances. Cash is held at major financial institutions and is subject to credit risk to the extent that those balances exceed applicable Federal Deposit Insurance Corporation (“FDIC”) of $250,000. The Company considers all highly liquid investmentshad material balances in excess of the insured limits as of December 31, 2021, and 2020 of approximately $173,000 and $0, respectively.

F-10

Accounts Receivable

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

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

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

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

Bad debt expense is determined based on the aging of accounts receivable and subsequent collections. Typically, receivables aged 60 days, or more is reviewed for determination. Receivables over 90 days, unless payment terms with original maturities of three months or lesssome payments made to be cash equivalents.


Revenue Recognition
The Company recognizes revenue in accordance with ASC 605 Revenue Recognition  (“ASC 605”).  In general, ASC 605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred or services rendered, (3) the fee is fixed and determinable and (4) collectability is reasonably assured. 
Property, Plant and Equipment

Property and equipmentdate, are reserved as additional allowance for doubtful accounts.

Fixed Assets

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:

SCHEDULE OF ESTIMATED USEFUL LIVES 

OfficeComputers, software, and office equipment                      3-5 Years1 – 6 years
Machinery and equipment3 – 5 years
Leasehold improvementsLesser of lease term or estimated useful life
Operating / shop equipment4 – 7 years
Transportation equipment5 – 6 years

Leases

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

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

Inventory and Direct Costs of Revenue

The inventory is comprised of Atmospheric Water Generators (“AWG’s”) at Trident and chamber related parts at Altitude International and are valued at the lower of cost or market. As of December 31, 2021, and 2020, the inventory was valued at $161,235 and $50,536, respectively.

Inventory is comprised of:

SCHEDULE OF INVENTORY

Finished Goods $33,000 
Parts $128,235 
Total $161,235 

Impairment of Long-Lived Assets


The Company’s long-lived assets and other assets (consisting of property and equipment) are reviewed for impairment in accordance with the guidance of the FASB ASC Topic 360-10, Property, Plant, and Equipment, and FASB ASC Topic 205, Presentation of Financial Statements.Equipment. Long lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Through

Revenue Recognition

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

F-11

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

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

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

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

In regard to the sports training and academics tuition revenue recognition policy, the tuition is recognized over the course of the training period which is typically a semester. In determining when performance obligations are satisfied, we consider factors as to actual attendance at the academy.

Deferred Revenue

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 of students in each program and the recognition of revenue. A deposit made to the Company for tuition is contractually non-refundable. As of December 31, 2014,2021, and 2020, deferred revenue amounted to $1,388,126and $1,378,502, respectively.

Stock-Based Compensation

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

F-12

Non-controlling interest

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

For the year ended December 31, 2020, the Company had not experienced impairment losses on its long-lived assets.


Accounts Receivable$20,011 related to non-controlling interest. In January 2021, BHI was formed and Allowancebecame the parent company of ITA, where the non-controlling interest parties were. BHI issued the non-controlling interest parties stock in BHI which was exchanged for Doubtful Accounts

Accounts receivable are recordedcommon stock of ALTD at the invoiced amount, nettime of related cash discounts,the transaction between BHI and do not bear interest.ALTD. The Company does not have any off-balance sheet exposure relatedcommon stock of ALTD given to the Company’s customers.  The Company maintains an allowance for doubtful accounts relatedformer non-controlling interest parties was from the stock issued to its accounts receivable that have been deemed to have a high risk of collectability.  Management reviews its accounts receivable on a monthly basis to determine if any receivables will potentially be uncollectible.  Management analyzes historical collection trends and changesBHI in its customer payment patterns, customer concentration and creditworthiness when evaluating the adequacy of its allowance for doubtful accounts.  In its overall allowance for doubtful accounts, the Company includes any receivable balances that are determined to be uncollectible.  Based on the information available, management believes the allowance for doubtful accounts is adequate; however, actual write-offs might exceed the recorded allowance.

Advertising Costs:

Advertising costs are expensed as incurred. Advertising costs for the years ended December 31, 2014 and 2013 were $0.

transaction.

Fair Value of Financial Instruments:


Instruments

The book values of cash, prepaid expenses,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).


The hierarchy consists of three levels:

levels

●
•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.

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


Earnings

Net Loss Per Share


Basic earnings (loss)

Net loss per common share areis 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-averageweighted 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 equivalents (primarily outstanding options and warrants). Common stock equivalents represent the dilutive effectas of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method. The calculation of fully diluted earnings per share assumes the dilutive effect of the exercise of outstanding options and warrants at either the beginning of the respective period presentedDecember 31, 2021, or the date of issuance, whichever is later.


2020.

Income Taxes


An asset and liability approach is used for financial accounting and reporting

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

Deferred tax assets and financial reporting and principally relate to recognition of revenue and expenses in different periods for financial and tax accounting purposes andliabilities are measured using currently 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 laws.  In addition,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 canwill not be generated by net operating loss (NOLs) carryover.  Ifrealized.

Tax benefits of uncertain tax positions are recognized only if it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.


In the event the Company is chargedwill be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of December 31, 2021. Interest and penalties in any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties related to incomeassociated with unrecognized tax matters, the Company would record such interest asbenefits, nor was any significant interest expense and would record such penalties as other expense inrecognized during the consolidated statements of operations.  No such charges have been incurred by the Company.  For each of the yearsyear ended December 31, 2014 and 2013, the Company had no uncertain tax positions.

2021.

Contingencies


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

F-13

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.


Goodwill and Intangible Assets

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 December 31, 2021, based on the assessment of Management, the Company determined that goodwill associated with the share exchange in which the Company acquired BHI amounting to $29,493,398. The Company will evaluate goodwill annually for any impairment.

Recent Accounting Pronouncements


Recently-Issued

In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options, which simplifies accounting for convertible instruments. The new guidance eliminates two of the three models in ASC 470-20 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.


In May 2014, the FASB issued guidance

NOTE 3 – REVERSE MERGER

Acquisition of Breunich Holdings, Inc.

On July 6, 2021, Altitude International Holdings, Inc. (“Altitude”) entered into a Share Exchange Agreement (the “Agreement”) with BHI, a Delaware entity. The Agreement closed on the accounting for revenue from contractsJuly 23, 2021. BHI is a holding company with customers that will supersede most existing revenue recognition guidance,seven operating LLCs, including industry-specific guidance. The core principle requires an entityCMAS, ITA, Trident, NMBA, NVL, Six Log, and Altitude Wellness. These entities have since been rebranded with “Altitude”-specific names.

Pursuant to recognize revenue to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the guidance requires enhanced disclosures regarding the nature, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. This guidance is effective for interim and annual reporting periods beginning on or after December 15, 2017. Entities can choose to apply the guidance using either the full retrospective approach or a modified retrospective approach. Management is evaluating whether the adoption of this guidance will have a material impact on the Company’s financial statements.


In June 2014, the FASB issued guidance that clarifies the accounting for share-based payments in which the terms of the award provide thatAgreement, the Company issued 295,986,724 shares of its common stock to the shareholders of BHI in exchange for 100% ownership of BHI (the “Share Compensation”). The Company’s common stock is not historically traded at significant volume which has caused significant fluctuations in the price per share. For the initial valuation, the stock was valued at $0.331 per share per the closing price on July 22, 2021, or $97,971,606. The Company performed a performance target that affects vesting could be achieved aftervaluation of the requisite service period. In this case,BHI acquisition, and the performance target would be requiredvalue was determined to be treated as a performance condition, and should not be reflected in estimating$29,493,398 based on the grant-date fair value of BHI at the award.acquisition date. The guidance also addresses whengoodwill is attributable to recognizecommon synergies, the related compensation cost. This guidance is effectiveworkforce.

F-14

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

The following table summarizes the consideration given for fiscal years,Altitude and interim periods within those years, beginning after December 15, 2015. Management believes that the adoptionfair values of this guidance will not havethe assets and liabilities assumed at the acquisition date.

SCHEDULE OF BUSINESS ACQUISITION

Consideration given:    
     
Common stock shares given $29,598,672 
Total consideration given $29,598,672 
     
Fair value of identifiable assets acquired, and liabilities assumed:    
Cash $4,122 
Prepaid expenses  39,208 
Notes payable  (20,800)
Accounts payable and accrued expenses  (55,008)
Deferred revenue  (126,037)
Shareholder advance  (36,211)
UK Sporting Edge license  300,000 
Total identifiable net liabilities  105,274 
Goodwill  29,493,398 
Total consideration $29,598,672 

Accounting Treatment of the Merger

For financial reporting purposes, the Share Exchange represented a material impact on“reverse merger” and BHI was deemed to be the Company’s financial statements.


ASU 2014-15 – “Presentation of Financial Statements—Going Concern—Disclosure of Uncertainties about an Entity’s Ability to Continueaccounting acquirer in the transaction. The Share Exchange has been accounted for as a Going Concern (“ASU 2014-15”).” In August 2014,reverse-merger.

Breunich Holdings, Inc. is deemed to be the FASB issued ASU 2014-15 requiring managementacquirer for financial reporting purposes, and Altitude International Holdings, Inc. is treated as the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to assess an entity’s ability to continue as a going concern,the Share Exchange are those of BHI and to provide related footnote disclosures in certain circumstances. ASU 2014-15 is effective for annual periods,are recorded at the historical cost basis of BHI, and interim periods within those annual periods, starting December 15, 2016; the Company’s first quarter of fiscal 2018.


4 — MAJOR CUSTOMER

Both at December 31, 2014 and 2013, one customer who accounted for 100%financial statements after completion of the Company’s accounts receivable.

DuringShare Exchange will include the year ended December 31, 2014assets and 2013, one customer accountedliabilities of ALTD and BHI, and the historical operations of BHI and ALTD from the acquisition date forward.

Goodwill is not deductible for 83% of total salesincome tax purposes.

The information below represents the revenues and 87% of total sales, respectively


5 — INCOME TAXES

The Company was a S-Corporation and elected to be taxed under Subchapter S of Chapter 1earnings of the Internal Revenue Codecombined entities as if the business combination had occurred on January 1, 2020:

SCHEDULE OF REVENUES AND EARNINGS OF BUSINESS COMBINATION

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

The amount of revenues and net loss in the IRSconsolidated Statement of Operations attributable to the acquired entity for the year ended December 31, 20142021 is $0 and 2013. Therefore, profits or losses$914,059, respectively.

F-15

NOTE 4 – FIXED ASSETS

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

SCHEDULE OF FIXED ASSETS

  2021  2020 
  December 31, 
  2021  2020 
Computer and equipment $              148,893  $146,925 
Furniture and fixtures  17,331   17,331 
Leasehold improvements  234,835   162,840 
Operating / shop equipment  185,128   257,124 
Transportation equipment  36,991   36,991 
Total fixed assets  623,178   621,211 
Less: Accumulated depreciation  552,142   335,112 
Total fixed assets, net $71,036  $286,099 

Depreciation for the years ended December 31, 2021, and 2020 was $217,030 and $51,189, respectively.

NOTE 5 – GOODWILL AND INTANGIBLE ASSETS

The Company has goodwill related to the shareholdersacquisition of Altitude International Holdings, Inc. As of December 31, 2021, and December 31, 2020, the Company had goodwill of $29,493,398 and $0, 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 December 31, 2021, and 2020, the intangible assets were $287,500 and $0, respectively. For the years ended December 31, 2021, and 2020, the Company recorded amortization expense for intangible assets of $12,500 and $0, respectively. The amortization for 2021 was for five months.

The future amortization of the Company.license agreement is as follows:

SCHEDULE OF INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE

   1 
2022 $30,000 
2023  30,000 
2024  30,000 
2025  30,000 
2026  30,000 
Thereafter  137,500 
Total $287,500 

NOTE 6 – NOTES PAYABLE

SCHEDULE OF NOTES PAYABLE

  December 31, 2021  December 31, 2020 
     Accrued        Accrued    
  Principal  Interest  Total  Principal  Interest  Total 
SBA EIDL $149,169  $       -  $149,169  $-  $-  $- 
FVPO Funds  91,758   20,574   112,332   -   -   - 
Grand Slam  434,560   -   434,560   464,560   -   464,560 
FVPO Funds  500,000   -   500,000   -   -   - 
SBA EIDL  113,400   -   113,400   -   -   - 
SBA PPP  -   -   -   30,595   -   30,595 
SBA  -   -   -   263,300   -   263,300 
Feenix Payment Systems  -   -   -   200,000   24,359   200,000 
Feenix Payment Systems  -   -   -   169,208   17,992   169,208 
Amigh, LLC  -   -   -   80,000   -   80,000 
Total $1,288,887  $20,574  $1,309,461  $1,207,663  $42,351  $1,250,014 

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

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

F-16

6 — 

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

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

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

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

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

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

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

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

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

On December 20, 2021, Trident Water and Altitude International Holdings, Inc. entered into an unsecured Loan Agreement with FVP Servicing, LLC for $500,000. The loan matures on December 20, 2023, and bears interest of 12%. The balance as of December 31, 2021 was $500,000. The loan is secured by the assets of Trident Water and Altitude International Holdings, Inc. and guaranteed by all entities of the Company. On February 8, 2022, the Company entered into a First Amendment to Loan Agreement (see Note 12).

NOTE 7 – COMMITMENTS AND CONTINGENCIES


The Company is subject, from time to time, to claims by third parties under various legal disputes. The defense of such claims, or any adverse outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition and cash flows. For the year ended December 31, 2014 and 2013,As of March 14, 2022, the Company did not have any legal actions pending against it.

On June 27, 2017, Altitude entered a license agreement with Sporting Edge UK, Sporting Edge UK is the sole and exclusive owner of and has the right to license to licensee the ability to manufacture and sell rights to the full range of membrane-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:

●The Continent of North America, Central America and South America.
●Other territories as may be agreed from time to time, on a temporary or permanent basis.

F-17

7 — STOCKHOLDERS’ EQUITY

All amounts due under the 2017 license agreement were waived, as were all royalty fees. The Company has no preferred stock issuedwill continue to pay for equipment per the agreement.

On October 31, 2021, Altitude Wellness LLC and outstanding at December 31, 2014 and 2013.  16929 Wellness Consultants Inc. (“16929 Wellness”) entered into a Management Agreement. As part of the agreement, the Company pays the management of 16929 Wellness a monthly payment of $20,000 until the earlier of six months following the date of the agreement or the day that the monthly management fee from selling franchises is greater than $20,000 per month. 16929 Wellness granted a waiver on the $20,000 payment for November 2021. The Company has 200 shareswill pay 16929 Wellness a monthly fee of no par common stock issued$1,250 for each franchise that uses Dr. Kenneth JH Lee as a medical director and outstanding as20% of December 31, 2014 and 2013.

8 — SUBSEQUENT EVENTS

In accordance with SFAS (ASC 855-10) the Company has analyzed its operations subsequent to December 31, 2014 through December 7, 2015 the date which the financial statements were availableall initial franchisee franchise fees (estimated to be issued and has determined that it has the following material subsequent events to be disclosed in these financial statements.

Certificate of amendment

In February 2015, the Company filed certificate of amendment and the amendment effected by this certificate of amendment relates to an increase in the authorized share capital$8,000 per franchise purchased. As part of the corporation from 200 shares, no par value, to 75,000,000 shares, no par value, consisting of 70,000,000agreement, 3,000,000 shares of common stock no par value, and 5,000,000 shares of preferred stock.

Change fromthe Company were issued to 16929 Wellness.

NOTE 8 – RELATED PARTY TRANSACTIONS

On March 2, 2018, Frost, then a S-Corporation to a C-Corporation


Effective January 1, 2015, Titan converted from a S-Corporation to a C-Corporation. The profitsdirector, loaned the Company $40,000 in the form of a C-Corporation are taxedpromissory note. The note bears interest of 20% and has the term of one year, at the corporate tax rate.

Stock Transactions

which time all principal and interest will be paid in a balloon payment. In March and April 2015,February 2021, the Company closed onpaid this note and accrued interest.

On August 10, 2018, Frost, a director, loaned the saleCompany $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 aggregateofficer and director, loaned the Company $1,500 in the form of 13,000,000a promissory note. The note bears interest of 8% and has the term of one year, at which time all principal and interest will be paid in a balloon payment. On April 30, 2021, the principal and interest were paid in full.

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

On March 9, 2021, Frost converted $90,708 of payable due to him in exchange for 181,417 shares of common stock atof the Company. The issuance was made in reliance on the exemption from registration provided by Sections 3(a)(9) and 4(a)(2) of the Securities Act as the common stock was issued in exchange for debt securities of the Company held by the Investor, there was no additional consideration for the exchange, there was no remuneration for the solicitation of the exchange, there was no general solicitation, and the transactions did not involve a purchase price of $0.001 per share for aggregate proceeds of $13,000 in a privatepublic offering.


On April 27,30, 2021, the Company paid Robert Kanuth $20,000 as a settlement for all liabilities owed to him which totalled $20,395. See Note 4.

In 2021, the Company compensated Gregory Breunich and Gabriel Jaramillo collectively $360,000, which was paid to their company, Trans World Performance LLC.

NOTE 9 – STOCKHOLDERS’ EQUITY

Preferred Stock

On February 5, 2015, the Board of Directors of the Company closed onauthorized 5,000,000 shares of preferred stock with 0 par value. Each share of the sale of an aggregate of 3,000,000 sharespreferred stock is entitled to one vote and is convertible into one share of common stock at.

On July 21, 2021, the Company filed a purchase priceCertificate of $0.023 per shareDesignation for aggregate proceeds of $70,000 to Rosenweiss relating toSeries A Preferred Stock. The Series A Preferred Stock shares vote together with the Green Tree Magic Software Agreement indicated below.

In May and June 2015, we closed on the sale of an aggregate of 101,459 shares of common stock at a purchase price of $0.35 per share, for aggregate gross proceeds of $35,511.

Green Tree Magic Software Agreement

Dueand has voting rights equal to the progressive nature of digital services, the Company evolved to provide on-site IT programmers, analysts and architects for corporations, and online services for sales and marketing professionals requiring sales data, marketing intelligence and real-time leads. As a result of our purchase of the software known as Greentree Magic Software, the Company is also involved in the development of this software.

On April 27, 2015, the Company entered into a software purchase agreement with Green Tree Software LLC, Mr. Steven Edelman, the principal of Green Tree Software LLC (“Green Tree”) and Rosenweiss Capital LLC (“Rosenweiss”) pursuant to which we purchased a 49% interest in the software known as “Greentree Magic Software” (“software”) for a total purchase price of $67,156. The purchase price was determined based on total software development costs incurred by Green Tree of $137,0530.019607 multiplied by the Company’s 49% interest in the software. The Company will earn revenue through its 49% share of the licensing revenue generated by Green Tree. The Company issued 14,700,000 shares of its common stock and $54,000 in cash to Green Tree for its 49% interest in the software. Green Tree, upon receiving its shares became a 49.495% shareholder of the Company.  Mr. Steven Edelman is also a director of the Company.

The agreement also provides that if the Company does not become a publicly traded company subject to the reporting requirements of the Securities Exchange Act of 1934 prior to April 2017, the 49% interest the Company has in the software shall revert back to Green Tree and Green Tree shall return 7,350,000 common shares of the Company back to the treasury of the Company and 7,350,000 of the Company’s common shares to Rosenweiss.

The agreement provides that Green Tree and Rosenweiss shall each be entitled to appoint one member to the Company’s board of directors. The Company also agreed that certain corporate actions, such as the issuance of securities, the sale of assets and assumption of liabilities (other than in the ordinary course and liabilities less than $5,000), hiring personnel, setting salaries, declaring or paying distributions require the approval of the director appointed by Rosenweiss. The decision to exercise the right of first refusal described below must also be approved by said director.

Concurrent with the closing of the software purchase, Rosenweiss purchased 3,000,000 shares of the Company’s common stock, representing 10% of ourtotal issued and outstanding shares of common stock for a purchase priceeligible (the “Numerator”) to vote at the time of $0.023the 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 for aggregate gross proceeds of $70,000. The agreement also provides that Rosenweiss extend  a loan to the Company in the amount of $50,000. On May 29, 2015 the Company received the funds and signed a Promissory Note for $50,000 for a four year period at an agreed interest rate of 3% per annum.
Series A Preferred Stock.

TITAN COMPUTER SERVICES, INC.

Contents

F-18
 Page
Financial Statements
Balance Sheets as of September 30, 2015 (unaudited ) and December 31, 2014
F-13
Statements of Operations for the nine months ended September 30, 2015 and 2014 – unaudited
F-14
Statements of Cash Flows for the nine ended September 30, 2015 and 2014 – unaudited
F-15
Notes to Financial Statements - unaudited
F-16 - F-21


TITAN COMPUTER SERVICES, INC.
BALANCE SHEETS
  September 30,  December 31, 
ASSETS 2015  2014 
  (Unaudited)    
Current Assets      
Cash $121,416  $- 
Accounts receivable  -   17,565 
Total Current Assets  121,416   17,565 
         
Intangible Assets        
Software rights  67,156   - 
Total Intangible Assets  67,156   - 
         
     Total Assets $188,572  $17,565 
         
LIABILITIES AND STOCKHOLDERS' EQUITY        
         
Current Liabilities        
Accounts payable $-  $5,376 
Bank overdraft  -   2,128 
Tax payable  3,694   804 
Accrued interest  500   - 
     Total Current Liabilities  4,194   8,308 
         
Long-Term Liabilities        
Loan payable – related party  50,000   - 
Redeemable common stock  13,156   - 
Total Long-Term Liabilities  63,156   - 
         
     Total Liabilities  67,350   8,308 
         
Commitments and Contingencies (note 7)        
         
Stockholders' Equity        
Preferred Stock -  no par value, 5,000,000 shares authorized, no shares issued and outstanding  -   - 
Common stock - no  par value, 75,000,000 shares and 500 shares authorized, at September 30, 2015 and December 31, 2014, respectively        
30,801,659 and 200 shares issues and outstanding at September 30, 2015 and December 31, 2014, respectively  119,011   500 
Retained earnings  2,211   8,757 
     Total Stockholders' Equity  121,222   9,257 
         
Total Liabilities and Stockholders' Equity $188,572  $17,565 
The accompanying notes are an integral partpreferred stock to Gregory Breunich for services rendered to the Company.

As of these unaudited financial statements.


TITAN COMPUTER SERVICES, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
  For the Nine Months Ended 
  September 30, 
  2015  2014 
       
Revenue $90,042  $135,831 
         
Cost of services provided  36,565   140,141 
         
Gross profit (loss)  53,477   (4,310)
         
Operating Expenses        
Legal and professional fees  20,000   - 
Insurance  3,560   7,041 
Other general and administrative expenses  10,945   15,695 
Total operating expenses  34,505   22,736 
         
Profit (loss) from operations  18,972   (27,046)
         
Other Income (Expenses)        
Interest expenses  (500)  - 
Other (expenses), net  (500)  - 
         
Net profit (loss) before tax $18,472  $(27,046)
         
Provision for income taxes  (3,694)  - 
         
Net profit (loss)  14,778   (27,046)
         
Profit (loss) per share        
- basic and fully diluted $0.00  $(127.54)
         
Weighted-average number of        
shares of common stock        
- basic and fully diluted  17,438,789   200 

The accompanying notes are an integral partpreferred stock and 0 shares of these unaudited financial statements.
TITAN COMPUTER SERVICES, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
  For the Nine Months Ended 
  September 30, 
  2015  2014 
Operating Activities:      
Net Income (loss) for the period $14,778  $(27,046)
Adjustments to reconcile net loss from operations to net cash provided by (used in) operating activities:        
Change in assets and liabilities:        
Accounts receivable  17,565   30,362 
Accounts payable  (5,376)  (6,212)
Tax payables  2,890   (776)
Accrued interest  (500)  - 
Net Cash Provided by (Used In) Operating Activities  30,357   (3,672)
         
Investing Activities:        
         
Purchase of software rights  (54,000)  - 
         
Net Cash Used In Investing Activities  (54,000)  - 
         
Financing Activities:        
Proceeds from sale of common stock  118,511   - 
Proceeds from loan payable  50,000   - 
Shareholders' distributions  (21,324)  (33,049)
Changes in bank overdraft  (2,128)  - 
Net cash provided by (used in) financing activities  145,059   (33,049)
         
Net increase (decrease) in cash  121,416   (36,721)
         
Cash - beginning of period  -   44,427 
         
Cash - end of period $121,416   7,706 
         
Supplemental Disclosure of Cash Flow Information:        
Cash paid during the period:        
Interest paid $-  $- 
Income taxes paid $-  $- 
         
Supplemental Disclosure of Non-cash flow        
Investing and financing activities:        
Redeemable common shares issued for the acquisition of software rights $13,156  $- 
The accompanying notes are an integral part of these unaudited  financial statements.
TITAN COMPUTER SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015
(UNAUDITED)

1 — BACKGROUND AND DESCRIPTION OF BUSINESS

Company Background

Titan Computer Services, Inc. (the “Company”)preferred stock issued and outstanding, respectively.

Common Stock

Altitude was incorporated on July 13, 1994May 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 a Certificate of Amendment the Certificate of Incorporation with the State of New York to provide temporaryamend 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, 0par value, and staffing solutions(ii) 5,000,000 shares of preferred stock, no par value.

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

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

On February 2, 2021, the Company issued shares of common stock for services as follows: Elizabeth K. Stahl, 40,000; Robin K. Walker, 100,000; Greg Whyte,1,500,000; and Greg Anthony, 5,000,000. The shares were valued at $0.40, or $16,000, $40,000, $600,000 and $2,000,000, respectively.

On February 8, 2021, Frost exercised 250,000 options at $0.077 per share for $19,250.

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

On March 9, 2021, the Company issued 50,000 shares of common stock of the Company to Kanuth in exchange for services. The value was $0.58 per share or $29,000.

On March 9, 2021, Frost converted $87,080 of payable due to him in exchange for 181,417 shares of common stock of the Company. The issuance was made in reliance on the exemption from registration provided by Sections 3(a)(9) and 4(a)(2) of the Securities Act as the common stock was issued in exchange for debt securities of the Company held by the Investor, there was no additional consideration for the exchange, there was no remuneration for the solicitation of the exchange, there was no general solicitation, and the transactions did not involve a broad cross sectionpublic offering.

On April 1, 2021, the Company issued its legal counsel 12,500 shares of industries including manufacturing, retailingcommon stock for legal work for April 2021. The common stock of the Company is and healthcare.had a value of $0.408 per share, therefore the Company recorded the transaction at $5,100.

F-19

Due

On May 1, 2021, the Company issued its legal counsel 12,500 shares of common stock for legal work for May 2021. The common stock of the Company is and had a value of $0.22 per share, therefore the Company recorded the transaction at $2,750.

On June 1, 2021, the Company issued 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.

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

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

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

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

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

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

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

On October 1, 2021, the Company issued its legal counsel 12,500 shares of common stock for legal work for October 2021. The common stock of the Company is and had a value of $0.20 per share, therefore the Company recorded the transaction at $2,500.

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

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

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

Stock Option Plan

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

On January 25, 2019, the Company issued 250,000 options to provide on-site IT programmers, analystsFrost. The options vest at a rate of 25% every six months after the grant date and architectsexpire 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 corporations,$19,250.

There are currently no stock options currently issued and online services for salesoutstanding under the 2017 Plan, as all 250,000 remaining stock options issued and marketing professionals requiring sales data, marketing intelligence and real-time leads. outstanding were exercised on February 8, 2021.

F-20

NOTE 10 – INCOME TAXES

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

The Company’s tax expense differs from the Company is also involved in the development of this software. GreenTree Magic Software is owned 51%“expected” tax expense for Federal income tax purposes (computed by Green Tree Software LLC and 49% by us (software rights). The Company is developing the software to become a new product that specializes in providing business intelligence to companies in need of IT human capital. The software provides access to information for passive IT applicants in the industry. The Green Tree Magic Software when fully developed (October 2015) will provide a business intelligence productivity tool that serves the dual purpose of business development and professional recruiting. We believe the software will help companies generate sales leads by providing access to actionable triggers, for example, a change in management, use of new software, or the type of programming language used by companies in our database. In addition, companies will be able to use the software to identify passive candidates for their job openings.


Change from a S-Corporation to a C-Corporation

Effective January 1, 2015, Titan converted from an S-Corporation to a C-Corporation. The profits of a C-Corporation are taxed at the applicable corporate tax rates.

2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The Company follows the accrual basis of accounting in accordance with accounting principles generally accepted inapplying the United States Federal tax rate of America21% to loss before taxes for fiscal year 2021 and has a year-end2020), as follows:

SCHEDULE OF INCOME TAX EXPENSE (BENEFIT)

  December 31,  December 31, 
  2021  2020 
Tax expense (benefit) at the statutory rate $(205,425) $(66,230)
State income taxes, net of federal income tax benefit  (48,911)  (15,769)
Change in valuation allowance  254,336   81,999 
Total $-  $- 

The tax effects of December 31.


The preparation ofthe temporary differences between reportable financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimatesstatement income and assumptions that affect the reported amounts oftaxable income are recognized as deferred tax assets and liabilitiesliabilities.

The tax years 2021 and disclosure2020 remains to examination by federal agencies and other jurisdictions in which it operates.

The tax effect of contingentsignificant components of the Company’s deferred tax assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.


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.

Use of Estimates

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

Significant Estimates, Risks and Concentrations

These accompanying financial statements include some amounts that are based on management’s best estimates and judgments. The most significant estimates relate to the valuation of the software rights and redeemable common stock liability. It is reasonably possible that the above-mentioned estimate and others may be adjusted as more current information becomes available, and any adjustment could be significant in future reporting periods.

The Company is dependent on its ability to handle rapidly substantial quantities of data and transactions on computer-based networks and the capacity, reliability and security of the electronic delivery systems and the Internet.  Any significant failure or interruption of these systems could cause our systems to operate slowly or interrupt service for periods of time and could have a material adverse effect on our business and results of our operations.  The Company may experience shortage of capacity and increased costs associated with such usage. These events may affect our ability to store, handle and deliver data and services to our customers.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Revenue Recognition
The Company recognizes revenue in accordance with ASC 605 Revenue Recognition  (“ASC 605”).  In general, ASC 605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred or services rendered, (3) the fee is fixed and determinable and (4) collectability is reasonably assured. 

Property, Plant and Equipment
Property and equipment 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:
Office Equipment3-5 Years

Intangible Assets – Software Costs

The Company's policy is to capitalize software development costs at original cost and amortize the balance over the life of the product. The life of software development cost is determined at completion of the project. The Company reviews the amounts capitalized for impairment whenever events or circumstances indicate that the carrying amounts of the assets may not be recoverable.

As of September 30, 2015 and December 31, 2014, carrying value2021 and 2020, are as follows:

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

  December 31,  December 31, 
  2021  2020 
Deferred tax assets:              
Net operating loss carryforward $254,336  $247,032 
Timing differences  -   - 
Total gross deferred tax assets  254,336   

247,032

 
Less: Deferred tax asset valuation allowance  (254,336)  

(247,032

)
Total net deferred taxes $-  $- 

In assessing the realizability of software costs was approximately $67,156 and $0, respectively. Amortization expense for the nine months ended September 30, 2015 and 2014  was $0.


In accordance with the provisions of the applicable authoritative guidance, the Company’s long-lived assets and amortizable intangible assets are tested for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. The Company assesses the recoverability of such assets by determining whether their carrying value can be recovered through undiscounted future operating cash flows, including its estimates of revenue driven by assumed market segment share and estimated costs. If impairment is indicated, the Company measures the amount of such impairment by comparing the fair value to the carrying value. During the nine months ended September 30, 2015 and 2014, no impairment expense was recorded.

Impairment of Long-Lived Assets

The Company’s long-lived assets and other assets (consisting of property and equipment) are reviewed for impairment in accordance with the guidance of the FASB ASC Topic 360-10, Property, Plant, and Equipment, and FASB ASC Topic 205, Presentation of Financial Statements.  Long lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Through September 30, 2015, the Company had not experienced impairment losses on its long-lived assets.

Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are recorded at the invoiced amount, net of related cash discounts, and do not bear interest.  The Company does not have any off-balance sheet exposure related to the Company’s customers.  The Company maintains an allowance for doubtful accounts related to its accounts receivable that have been deemed to have a high risk of collectability.  Management reviews its accounts receivable on a monthly basis to determine if any receivables will potentially be uncollectible.  Management analyzes historical collection trends and changes in its customer payment patterns, customer concentration and creditworthiness when evaluating the adequacy of its allowance for doubtful accounts.  In its overall allowance for doubtful accounts, the Company includes any receivable balances that are determined to be uncollectible.  Based on the information available, management believes the allowance for doubtful accounts is adequate; however, actual write-offs might exceed the recorded allowance.

Advertising Costs:

Advertising costs are expensed as incurred. Advertising costs for the nine months ended September 30, 2015 and 2014 were $0.

Fair Value of Financial Instruments:

The book values of cash, prepaid expenses, 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).
The hierarchy consists of three levels:

• 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.

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

Earnings  Per Share
Basic earnings per share are computed by dividing the net income by the weighted-average number of shares of common stock and common stock equivalents (primarily outstanding options and warrants). Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method. The calculation of fully diluted earnings per share assumes the dilutive effect of the exercise of outstanding options and warrants at either the beginning of the respective period presented or the date of issuance, whichever is later.

Income Taxes

An asset and liability approach is used for financial accounting and reporting for income taxes. Deferred income taxes arise from temporary differences between income tax and financial reporting and principally relate to recognition of revenue and expenses in different periods for financial and tax accounting purposes and are measured using currently enacted tax rates and laws.  In addition, a deferred tax asset can be generated by net operating loss (NOLs) carryover.  Ifassets, management considers whether it is more likely than not that some portion or all of athe deferred tax assetassets will not be realized,realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

Because of the historical earnings history of the Company, the net deferred tax assets for 2021 and 2020 were fully offset by a100% valuation allowance. The valuation allowance is recognized.

Infor the eventremaining net deferred tax assets was $254,336 and $0 as of December 31, 2021, and 2020, respectively. Due to the transaction between the Company and BHI (see Note 3), which resulted in a change of control, net operating loss carryforwards prior to the transaction may not be usable for the future.

NOTE 11 – REVENUE CLASSES

The Company has three distinct revenue streams: altitude chambers, tuition-based sports academies, and water systems. Selected financial information for the Company’s operating revenue classes are as follows:

SCHEDULE OF OPERATING REVENUE CLASSES

  For the  For the 
  year ended  year ended 
  December 31, 2021  December 31, 2020 
Revenues:        
Altitude chambers $-  $- 
Tuition-based sports academies  6,122,834   5,524,410 
Water systems  473,033   - 
Total $6,595,867  $5,524,410 

NOTE 12 – SUBSEQUENT EVENTS

On January 1, 2022, the Company issued its legal counsel 12,500 shares of common stock for legal work for January 2022. The common stock of the Company is charged interest or penalties related to income tax matters,thinly traded and had a value of $0.119 per share, therefore the Company would record such interest as interest expense and would record such penalties as other expense inrecorded the consolidated statements of operations.  No such charges have been incurred by the Company.  For the nine months ended September 30, 2015 and 2014,transaction at $1,488.

F-21

On February 1, 2022, the Company had no uncertain tax positions.


Contingencies

Certain conditions may exist as of the date the financial statements are issued which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise12,500 shares of judgment. In assessing loss contingencies related tocommon stock for 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 meritswork for February 2022. The common stock of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

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.

Recent Accounting Pronouncements
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.

In May 2014, the FASB issued guidance on the accounting for revenue from contracts with customers that will supersede most existing revenue recognition guidance, including industry-specific guidance. The core principle requires an entity to recognize revenue to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the guidance requires enhanced disclosures regarding the nature, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. This guidance is effective for interim and annual reporting periods beginning on or after December 15, 2017. Entities can choose to apply the guidance using either the full retrospective approach or a modified retrospective approach. Management is evaluating whether the adoption of this guidance will have a material impact on the Company’s financial statements.

In June 2014, the FASB issued guidance that clarifies the accounting for share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. In this case, the performance target would be required to be treated as a performance condition, and should not be reflected in estimating the grant-date fair value of the award. The guidance also addresses when to recognize the related compensation cost. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Management believes that the adoption of this guidance will not have a material impact on the Company’s financial statements.

ASU 2014-15 – “Presentation of Financial Statements—Going Concern—Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).” In August 2014, the FASB issued ASU 2014-15 requiring management to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances.  ASU 2014-15 is effective for annual periods, and interim periods within those annual periods, starting December 15, 2016; the Company’s first quarter of fiscal 2018.
3 — SOFTWARE RIGHTS

Software rights, net consisted of the following:

  
September 30,
2015
  
December31,
2014
 
       
Software rights $67,156  $- 
Accumulated amortization  -   - 
  $67,156  $- 

Amortization expense for the nine months ended September 30, 2015 and 2014 was approximately $0.

Green Tree Magic Software Agreement

Due to the progressive nature of digital services, the Company evolved to provide on-site IT programmers, analysts and architects for corporations, and online services for sales and marketing professionals requiring sales data, marketing intelligence and real-time leads. As a result of our purchase of the software known as Greentree Magic Software, the Company is also involved inthinly traded and had a value of $0.069 per share, therefore the development of this software.

Company recorded the transaction at $862.

On April 27, 2015,February 8, 2022, the Company entered into a software purchase agreementFirst Amendment to Loan Agreement with Green Tree SoftwareFVP Servicing, LLC Mr. Steven Edelman,(see Note 6) for an additional incremental advance of $100,000.

On February 22, 2022, the principal of Green Tree Software LLC (“Green Tree”) and Rosenweiss Capital LLC (“Rosenweiss”) pursuant to which we purchased a 49% interest in the software known as “Greentree Magic Software” (“software”) for a total purchase price of $67,156. The purchase price was determined based on total software development costs incurred by Green Tree of $137,053 multiplied by the Company’s 49% interest in the software (software rights). The Company will earn revenue through its 49% share of the licensing revenue generated by Green Tree. The Company issued 14,700,0001,000,000 shares of its common stock valued at $13,156 and $54,000 in cash to Green Tree for its 49% interest in the software. Green Tree, upon receiving its shares became a 49.495% shareholder of the Company.  Mr. Steven Edelman is also a director of the Company.


The agreement also provides that if the Company does not become a publicly traded company subject to the reporting requirements of the Securities Exchange Act of 1934 prior to April 2017, the 49% interest the Company has in the software shall revert back to Green Tree and Green Tree shall return 7,350,000 common shares of the Company back to the treasury ofHospitality Funding Inc. in exchange for services related to consulting.

On March 1, 2022, the Company and 7,350,000 of the Company’s common shares to Rosenweiss. These shares were recorded as a long-term liability, redeemable common stock and totaled $13,156 at September 30, 2015.


The agreement provides that Green Tree and Rosenweiss shall each be entitled to appoint one member to the Company’s board of directors. The Company also agreed that certain corporate actions, such as the issuance of securities, the sale of assets and assumption of liabilities (other than in the ordinary course and liabilities less than $5,000), hiring personnel, setting salaries, declaring or paying distributions require the approval of the director appointed by Rosenweiss. The decision to exercise the right of first refusal described below must also be approved by said director.

Because the Company is required to repurchase these issued common shares if the Seller exercises the above Put Option, this redemption feature meets the definition under the ASC 480-10-25-8, “Obligations to Repurchase Issuer’s Equity Shares by Transferring Assets”. Per ASC 480-10-25-8, the obligation to repurchase an issuer’s own shares by transferring assets should be recognized as a liability at inception date. Therefore, the number of potential shares needed to repurchase the common stock under this put option was 14,700,000 shares as of September 30, 2015. This obligation was recorded as a long-term liability of $13,156 as redeemable common stock liability in the accompanying balance sheet.

4 — LOAN PAYABLE - RELATED

Concurrent with the closing of the software purchase, Rosenweiss purchased 3,000,000 shares of the Company’s common stock, representing 10% of our issued and outstandingits legal counsel 12,500 shares of common stock for legal work for March 2022. The common stock of the Company is thinly traded and had a purchase pricevalue of $0.023$0.06 per share, for aggregate gross proceeds of $70,000. The agreement also provides that Rosenweiss extend a loan totherefore the Company inrecorded the amounttransaction at $750.

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 $50,000. The Company wasRush 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 loan in the amountcombined total of $50,000 on May 29, 2015 expiring on May 29, 2019 at a rate of 3% per annum.

5 — INCOME TAXES
The Company accounts for income taxes under the liability method. Deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purpose, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized.
The Company has recorded a provision for income taxes in the amount of $3,694. Deferred tax assets and liabilities are minimal and considered immaterial. Provision for income taxes is as follows:
  
September 30,
2015
 
     
Federal income tax expense at statutory rate $2,771 
State income tax expense, net of federal benefit  923 
Income tax expense per books $3,694 
The Company has not taken any uncertain tax positions, however, has open tax years subject to audit by the Internal Revenue Services, from the year 2012.

6 — MAJOR CUSTOMER

Both at September 30, 2015 and 2014, one customer who accounted for 100% of the Company’s accounts receivable.

During the nine months ended September 30, 2015 and 2014, one customer accounted for 100% of sales.

7 — COMMITMENTS AND CONTINGENCIES
The Company is subject, from time to time, to claims by third parties under various legal disputes. The defense of such claims, or any adverse outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition and cash flows. For the nine months ended September 30, 2015 and 2014, the Company did not have any legal actions pending against it.

8 — STOCKHOLDERS’ EQUITY
In February 2015, the Company filed certificate of amendment and the amendment effected by this certificate of amendment relates to an increase in the authorized share capital of the corporation from 200 shares, no par value, to 75,000,000 shares, no par value, consisting of 70,000,00010,000,000 shares of common stock no par value, and 5,000,000 shares of preferred stock.

Stock Transactions

In March and April 2015, the Company closed on the saleand employment agreements for five individuals.

F-22

[●] Units

Each Unit Consisting of an aggregateOne Share of 13,000,000 sharesCommon Stock and

One Warrant to Purchase One Share of common stock at a purchase price of $0.001 per share for aggregate proceeds of $13,000 in a private offering.


On April 27, 2015, the Company closed on the sale of an aggregate of 3,000,000 shares of common stock at a purchase price of $0.023 per share for aggregate proceeds of $70,000 to Rosenweiss relating to the Green Tree Magic Software Agreement.
In May and June 2015, we closed on the sale of an aggregate of 101,459 shares of common stock at a purchase price of $0.35 per share, for aggregate gross proceeds of $35,511.

On April 27, 2015, the Company issued 14,700,000 shares of its common stock and $54,000 in cash to Green Tree for its 49% interest in the software.

As of September 30, 2015 and December 31, 2014, the Company has no preferred stock issued and outstanding.  As of September 30, 2015 and December 31, 2014, the Company has 30,801,659 shares and 200 shares of no par common stock issued and outstanding, respectively.

Common Stock

ALTITUDE INTERNATIONAL HOLDINGS, INC.

 

PROSPECTUS

F-21
 

Sole Book-Running Manager

EF Hutton

division of Benchmark Investments, Inc.

__________________, 2022

Through and including __________________, 2022 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses payable by the “Company in connection with the issuancesale and distribution of the securities being registered (other than underwriting discounts and commissions, if any)registered. All amounts are set forth below.  Each item listed is estimated except for the Securities and Exchange Commission (“SEC”) registration fee and the Financial Industry Regulatory Authority, Inc. (“FINRA”) filing fee.

Securities and Exchange Commission registration fee $462 
Legal fees and expenses*  35,000 
Accounting fees and expenses*  34,000 
Total $69,462 
* Estimated
Except as otherwise noted, all the expenses below will be paid by us.

Offering Expenses
SEC registration fee$[●]
FINRA filing fee$[●]
Legal fees and expenses$[●]
Total$[●]

Item 14. Indemnification of Directors and Officers

Our

We are a New York corporation and are governed by the New York Business Corporation Law (“NYBCL”).

The NYBCL permits a corporation to indemnify its current and former directors and officers against expenses, judgments, fines and amounts paid in connection with a legal proceeding. To be indemnified, the person must have acted in good faith and in a manner the person reasonably believed to be in, and not opposed to, the best interests of the corporation. With respect to any criminal action or proceeding, the person must not have had reasonable cause to believe the conduct was unlawful.

The NYBCL permits a present or former director or officer of a corporation to be indemnified against certain expenses if the person has been successful, on the merit or otherwise, in defense of any proceeding brought against such person by virtue of the fact that the person is or was an officer or director of the corporation. In addition, the NYBCL permits the advancement of expenses relating to the defense of any proceeding to directors and officers, contingent upon the person’s commitment to repay advances for expenses in the case he or she is ultimately found not to be entitled to be indemnified.

The NYBCL provides that the indemnification provisions contained in the NYBCL are indemnified by ournot exclusive of any other right that a person seeking indemnification may have or later acquire under any provision of a corporation’s articles of incorporation or bylaws, or, when authorized by the corporation’s articles of incorporation or bylaws, by any agreement, by any vote of shareholders or disinterested directors or otherwise. The NYBCL also provides that a corporation may maintain insurance, at its expense, to protect its directors and bylawsofficers in instances in which they may not otherwise be indemnified by the corporation under the provisions of the NYBCL provided the contract of insurance covering the directors and officers provides, in a manner acceptable to the fullestNew York superintendent of insurance, for a retention amount and for co-insurance.

Our bylaws provide that, to the maximum extent permitted by New York law.NYBCL and the federal securities laws, we must indemnify and, upon request advance, expenses to a director or officer made, or threatened to be made, a party to any action or proceeding (other than a shareholder derivative action) by reason of such person being a director or officer, if such director or officer acted in good faith for a purpose which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his or her conduct was unlawful. Indemnification would cover reasonable expenses, judgments, fines, amounts incurred in connection with the defense of such action or proceeding or in connection with an appeal therein.

We have entered into indemnification agreements with each of our directors and executive officers that require us to indemnify these persons against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred (including expenses of a derivative action) in connection with any proceeding, whether actual or threatened, to which any such person may be made a party by reason of the fact that the person is or was a director or officer of our Company or any of our affiliated enterprises.

II-1
Insofar as indemnification for liabilities arising

Item 15: Recent Sales of Unregistered Securities

We claimed exemption from registration under the Securities Act may be permitted to our directors, officersfor the sales and control persons pursuant to the foregoing provisions or otherwise, we have been advised that,issuances of securities in the opinionfollowing transactions under Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, in that such sales and Exchange Commission,issuances did not involve a public offering, or under Rule 701 promulgated under the Securities Act, in that they were offered and sold either pursuant to written compensatory plans or pursuant to a written contract relating to compensation, as provided by Rule 701. All of the purchasers of unregistered securities for which we relied on Section 4(a)(2) and/or Regulation D represented that they were accredited investors as defined under the Securities Act. We claimed such indemnification is against public policy,exemption on the basis that (a) the purchasers in each case represented that they intended to acquire the securities for investment only and is, therefore, unenforceable.

Item 15.   Recent Sales of Unregistered Securities

From Marchnot with a view to the distribution thereof and that they either received adequate information about the registrant or had access, through April 2015, we soldemployment or other relationships, to such information and (b) appropriate legends were affixed to the stock certificates issued in a private offering an aggregate of 13,000,000such transactions.

On July 15, 2019, the Company issued 1,000,000 shares of common stock, at a purchase price of $0.001 par value per share, of the Company (“Common Stock”) to Pete Sandore, a director of the Company, for services to be rendered.

On July 15, 2019, the Company issued 1,000,000 shares of Common Stock of the Company to Greg Anthony, a director of the Company, for services to be rendered.

On July 15, 2019, the Company issued 1,000,000 shares of Common Stock of the Company to Joseph B. Frost, an officer and 3,000,000director of the Company, for services to be rendered. The shares were valued at $0.11 per share or $110,000.

On July 17, 2019, the Company issued 1,134,144 restricted shares of Common Stock to Robert Kanuth (“Kanuth”) upon the conversion of $79,390.02 in existing debt owed to Kanuth that has been accrued by the Company.

On July 17, 2019, the Company issued shares of Common Stock to its directors, officer, and certain consultants for their service to the Company. J.B. Frost was issued 1,000,000 restricted shares of Common Stock, Greg Anthony was issued 1,000,000 restricted shares of Common Stock, Pete Sandore was issued 1,000,000 restricted shares of Common Stock and its legal counsel was issued 62,500 restricted shares of Common Stock.

On September 19, 2019, the Company issued Leslie Visser, a purchase pricedirector of $0.023the Company, 33,334 shares of Common Stock of the Company, in exchange for a payable amount of $2,000. The shares were valued at $0.099 or $3,300 therefore the Company recorded a loss on settlement of debt of $1,300.

On April 14, 2020, the Company issued 7,390,144 restricted shares of Common Stock to Kanuth and Lesley Visser upon the conversion of $257,916 in existing debt owed to Kanuth that has been accrued by the Company.

On April 14, 2020, the Company issued 62,500 restricted shares of Common Stock to its legal counsel.

On July 8, 2020, the Company issued 7,946,625 restricted shares of Common Stock to Joseph Frost (“Frost”) upon the conversion of $158,932 in existing debt owed to Frost that has been accrued by the Company.

On July 1, 2020, the Company issued 12,500 restricted shares of Common Stock its legal counsel.

On August 16, 2020, the Company issued 7,946,625 restricted shares of Common Stock to Frost upon conversion of $158,933 in existing debt owed to Frost that has been accrued by the Company.

On February 8, 2021, Frost exercised 250,000 options at $0.077 per share for aggregate proceeds of $83,000.$19,250.

II-2
In June 2015, we sold in a private offering an aggregate of 101,459

On February 10, 2021, the Company issued shares of common stock atCommon Stock to certain individuals for their service to the Company. Gregory C. Anthony was issued 5,000,000 restricted shares of Common Stock, Greg Whyte was issued 1,500,000 restricted shares of Common Stock, certain consultants were issued 140,000 restricted shares of Common Stock and its legal counsel was issued 37,500 restricted shares of Common Stock.

On March 9, 2021, Frost converted $90,708 of payable due to him in exchange for 181,417 shares of Common Stock of the Company.

On March 9, 2021, the Company issued 25,000 shares of Common Stock its legal counsel for services rendered to the Company.

On April 1, 2021, the Company issued 12,500 shares of Common Stock its legal counsel for services rendered to the Company.

On May 1, 2021, the Company issued 12,500 shares of Common Stock its legal counsel for services rendered to the Company.

On June 1, 2021, the Company issued 12,500 shares of Common Stock its legal counsel for services rendered to the Company.

On July 6, 2021, the Company issued 50,000 shares of Common Stock to Jeff Deforrest for services rendered to the Company.

On July 6, 2021, the Company issued 300,000 shares to FMW Media Corp, LLC for services rendered to the Company.

Pursuant to the Share Exchange Agreement with Breunich Holding, Inc. (“BHI”), on July 23, 2021, the Company issued 295,986,724 shares of its restricted Common Stock to the stockholders in BHI on a purchase pricepro rata basis.

Effective July 23, 2021, the Company issued fifty-one shares of $0.35the Company’s Series A Preferred Stock to Greg Breunich for his services as an officer of the Company.

On August 1, 2021, the Company issued 12,500 shares of Common Stock its legal counsel for services rendered to the Company.

On September 1, 2021, the Company issued 12,500 shares of Common Stock its legal counsel for services rendered to the Company.

On October 1, 2021, the Company issued 12,500 shares of Common Stock its legal counsel for services rendered to the Company.

On November 1, 2021, the Company issued 12,500 shares of Common Stock its legal counsel for services rendered to the Company.

On December 1, 2021, the Company issued its legal counsel 12,500 shares of Common Stock for legal work for December 2021. The Common Stock of the Company is and had a value of $0.072 per share, to 69 accredited investors, for aggregate gross proceedstherefore the Company recorded the transaction at $900.

As of $35,511.


On June 25, 2015, in connection withDecember 31, 2021, the Green Tree software purchase, we issued 14,700,000Company had 358,070,905 shares of common stockCommon Stock authorized and 51,487,764 shares of Common Stock issued and outstanding.

On January 1, 2022, the Company issued 12,500 shares of Common Stock to Green Treeits legal counsel for 49% ofservices rendered to the Green Tree Magic Software.


None of the above issuances involved any underwriters, underwriting discounts or commissions, or any public offering andCompany. These shares were issued and sold in reliance upon thepursuant to an exemption from the registration requirements of the Securities Act of 1933, by virtueas amended (the “Securities Act”), pursuant to Section 4(a)(2) of Section 4(2) thereofthe Act and/or Rule 506 of Regulation D promulgated thereunder.thereunder since, among other things, the transactions did not involve a public offering.

On February 28, 2022, the Company issued 1,000,000 shares of common stock to Hospitality Funding, Inc. for consulting services rendered to the Company. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On February 28, 2022, the Company issued 3,000,000 shares of common stock to 16929 Wellness Consultants Inc. for services rendered 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 Securities Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

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

II-3

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

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

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

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

II-4
II-1

Item 16. Exhibits

and Financial Statement Schedules

(a)Exhibits.

    Incorporated by  
Exhibit   Reference Filed or Furnished
Number Exhibit Description Form Exhibit Filing Date Herewith
           
1.1* Form of Underwriting Agreement       
           
3.1 Articles of Incorporation of Titan Computer Services, Inc. S-1 3.1 01/19/2016  
           
3.2 Amended Articles of Incorporation S-1 3.1.1 01/19/2016  
           
3.3 Certificate of Incorporation of Altitude International Holdings, Inc. 8-K 3.1 07/03/2017  
           
3.4 Certificate of Amendment to Certificate of Incorporation, dated June 4, 2018 10-K 3.1.4 03/31/2021  
           
3.5 

Certificate of Amendment to Certificate of Incorporation dated August 21, 2020

 10-K 3.1.5 03/31/2021  
           
3.6 

Certificate of Amendment of the Certification of Incorporation for the Series A Preferred Stock

 8-K 3.1 07/27/2021  
           
3.7 Certificate of Amendment to Certificate of Incorporation dated February 10, 2021 10-K 3.1.6 03/31/2021  
           
3.8 Bylaws of Altitude International Holdings, Inc. 10-K 3.2 04/03/2017 
           
4.1 2017 Incentive Stock Plan       X
           
4.2* Form of Warrant       
           
4.3* Form of Warrant Agent Agreement        
           
4.4* Form of Representative Warrant        
           
5.1* 

Legal opinion of Lucosky Brookman LLP

       
           
10.1 Share Exchange Agreement with Altitude International, Inc., dated June 27, 2017 8-K 3.2 07/03/2017  
           
10.2 

Revised and Restated Licensing Agreement with Sporting Edge UK Ltd., Inc., dated January 24, 2019

 8-K 10.1 01/28/2019  
           
10.3 Sole Distribution Agreement with Woodway USA Inc., 8-K 10.2 07/03/2017  
           
10.4 Proposal for Services with Miami Dolphins Ltd., dated March 23, 2019 8-K 10.1 03/29/2019  
           
10.5 

Proposal for Services with Orlando Magic Ltd. dated February 17, 2021

 

 8-K 10.1 02/17/2020  
10.6 

Share Exchange Agreement with Breunich Holding, Inc., dated July 7, 2021

 

 8-K 10.1 07/07/2021 

 

 

10.8 Loan Agreement with FVP Servicing, LLC 8-K 10.1 12/27/2021  
           
10.9 Security Agreement in favor of FVP Servicing, LLC 8-K 10.2 12/27/2021  
           
10.10 Payment Guaranty 8-K 10.3 12/27/2021  
           
10.12 

Consulting, Management and License Agreement by and among Altitude International Holdings, Inc, CMA Soccer, LLC and Soccer Partners America, dated March 7, 2022

 

 8-K 10.1 03/09/2022  
10.13 Second Amendment to Loan Agreement       X
           
10.14 Purchase and Sale Agreement, dated April 27, 2022, by and among Altitude International Holdings, Inc., Sandpiper Resort Properties, Inc. and Holiday Village of Sandpiper, Inc. 8-K 10.1 05/03/2022  
           
16.1 Letter Re: Change in Certifying Accountant 8-K 16.1 01/19/2022  
           
21.1 List of Subsidiaries 10-K 21.1 03/15/2022  
           
23.1 Consent of Turner, Stone & Company, L.L.P.       X
           
23.2 Consent of BF Borgers CPA PC       X
           
23.3* Consent of Lucosky Brookman LLP (reference is made to Exhibit 5.1)       
           
24.1 Power of Attorney (included in signature page)        
           
99.4 Letter of Intent, dated as of April 9, 2021, by and between Altitude International Holdings, Inc., and Total Lifestyle Care, LLC 8-K 99.1 04/12/2021  
           
107 Filing fee table       X

*To be filed by amendment

(b)Financial statement schedules.

No financial statement schedules are provided because the information called for is not required or is shown in the consolidated financial statements or related notes.

II-5
Exhibit
Number
Description
3.1
Certificate of Incorporation
3.1.1
Certificate of Amendment of Certificate of Incorporation
3.2Bylaws*
5.1
Opinion of Feder Kaszovitz LLP
10.1Software Purchase Agreement, dated April 27, 2015, between the Company, Green Tree Software LLC, Steven Edelman and Rosenweiss Capital LLC*
10.2
Promissory Note dated May 29, 2015 in favor of Rosenweiss Capital LLC
10.3
Letter re Licensing Rights from Green Tree Software LLC to the Company dated January 11, 2016
23.1
Consent of Independent Registered Public Accounting Firm
23.2
Consent of Feder Kaszovitz LLP (included in Exhibit 5.1)
*To be filed by amendment.

Item 17. Undertakings

(a) The undersigned Companyregistrant hereby undertakes:

(a)

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i.  To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
ii.  
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
iii.  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act, of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)  That, for the purpose of determining liability of the Company under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned Company undertakes that in a primary offering of securities of the undersigned Company pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Company will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)  Any preliminary prospectus or prospectus of the undersigned Company relating to the offering required to be filed pursuant to Rule 424;
(ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Company or used or referred to by the undersigned Company;
(iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Company or its securities provided by or on behalf of the undersigned Company; and
(iv)  Any other communication that is an offer in the offering made by the undersigned Company to the purchaser.
(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the Company is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, above, or otherwise, we havethe registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities other(other than the payment by usthe registrant of expenses incurred or paid by one of our directors, officers,a director, officer or controlling personsperson of the registrant in the successful defense of any action, suit or proceeding,proceeding) is asserted by one of our directors, officers,such director, officer or controlling personsperson in connection with the securities being registered, wethe registrant will, unless in the opinion of ourits counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and we will be governed by the final adjudication of such issue.

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statementRegistration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York,Port Saint Lucie, State of New YorkFlorida, on January 19, 2016.

May 3, 2022.

By:

TITAN COMPUTER SERVICES, INC.

/s/ Gregory Breunich

Gregory Breunich

 Chief Executive Officer, Acting Chief Financial Officer 
 By:/s/ Leonard Rosenfield
Leonard Rosenfield
President and Director
(Principal Executive Officer and Principal Financial and Accounting Officer)

POWER OF ATTORNEY: KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Sunandan Ray, his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to sign any registration statement for the same offering covered by the Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statementRegistration Statement has been signed by the following persons in the capacities and on the dates indicated.

indicated:

Name

Title

Date

/s/ Gregory Breunich

Chief Executive Officer, Acting Chief Financial Officer and Chairman (Principal Executive Officer and Principal Financial and Accounting Officer)

May 3, 2022

Gregory Breunich

/s/ Gregory Anthony

Chief Communications Officer, President and Director

May 3, 2022

Gregory Anthony

/s/ Gabriel Jaramillo

Executive Vice President, Director of Tennis Training and Director

May 3, 2022

Gabriel Jaramillo

/s/ Scott Del Mastro

Executive Vice President, Chief Operating Officer and Director

May 3, 2022

Scott Del Mastro

/s/ Leonard Rosenfield
Leonard RosenfieldJanuary 19, 2016
Director and sole Executive Officer
/s/ Steven Edelman
Steven EdelmanJanuary 19, 2016
Director
II-7

II-4