Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Jan. 06, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | The purpose of this Amendment No. 1 to Altitude International Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the Securities and Exchange Commission on November 19, 2021 (the “Form 10- Q”), is to amend the Form 10-Q to reflect the reverse merger with Altitude International Holdings, Inc. and Breunich Holdings, Inc. and the effect on the financials and other applicable disclosures. | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55639 | |
Entity Registrant Name | ALTITUDE INTERNATIONAL HOLDINGS, INC. | |
Entity Central Index Key | 0001664127 | |
Entity Tax Identification Number | 13-3778988 | |
Entity Incorporation, State or Country Code | NY | |
Entity Address, Address Line One | 4500 SE Pine Valley Street | |
Entity Address, City or Town | Port Saint Lucie | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 34952 | |
City Area Code | 772 | |
Local Phone Number | 323-0625 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 355,058,405 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 324,764 | $ 134,003 |
Accounts receivable | 525,379 | 269,962 |
Inventory | 215,641 | 50,536 |
Prepaid expense | 167,896 | 202,003 |
Total current assets | 1,233,680 | 656,504 |
Fixed assets, net | 263,466 | 286,099 |
Goodwill | 98,779,773 | |
Total assets | 100,276,919 | 942,603 |
Current liabilities | ||
Notes payable - related party | 69,200 | |
Notes payable | 100,800 | 965,163 |
Accounts payable and accrued expenses | 516,038 | 466,708 |
Accounts payable and accrued expenses - related party | 113,422 | |
Stockholders’ advance | 36,211 | 36,211 |
Deferred revenue | 1,370,871 | 1,378,502 |
Total current liabilities | 2,023,920 | 3,029,206 |
Non-current liabilities | ||
Capital deficit | 33,150 | |
Notes payable | 847,554 | 263,300 |
Total non-current liabilities | 880,704 | 263,300 |
Total liabilities | 2,904,624 | 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 September 30, 2021 and December 31, 2020, respectively | ||
Common stock - no par value, 600,000,000 shares authorized, 355,033,405 and 51,487,764 shares issued, issuable, and outstanding at September 30, 2021 and December 31, 2020, respectively | 6,181,050 | 3,091,136 |
Members’ deficit | (1,981,343) | |
Non-controlling members’ deficit | (44,454) | |
Additional paid in capital | 97,617,912 | (1,270,366) |
Accumulated deficit | (6,426,667) | (2,144,876) |
Total stockholders’ equity (deficit) | 97,372,295 | (2,349,903) |
Total liabilities and stockholders’ equity (deficit) | $ 100,276,919 | $ 942,603 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Feb. 10, 2021 | Dec. 31, 2020 | May 18, 2017 |
Statement of Financial Position [Abstract] | ||||
Preferred Stock, No Par Value | $ 0 | $ 0 | $ 0 | |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | 5,000,000 | |
Preferred Stock, Shares Issued | 51 | 0 | ||
Preferred Stock, Shares Outstanding | 51 | 0 | ||
Common Stock, No Par Value | $ 0 | $ 0 | $ 0 | |
Common Stock, Shares Authorized | 600,000,000 | 600,000,000 | 600,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 355,033,405 | 51,487,764 | ||
Common Stock, Shares, Outstanding | 355,033,405 | 51,487,764 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,472,194 | $ 828,107 | $ 5,522,499 | $ 4,091,315 |
Operating expenses | ||||
Direct costs of revenue | 215,714 | 235,459 | 924,110 | 622,654 |
Professional fees | 133,358 | 161,566 | 475,910 | 445,979 |
Salary expenses | 662,906 | 571,496 | 2,642,602 | 1,904,495 |
Stock-based compensation | 85,077 | 2,367 | 3,063,185 | 9,701 |
Marketing expense | 86,013 | 20,963 | 183,169 | 84,027 |
Other general and administrative expenses | 513,665 | 421,653 | 1,572,003 | 1,416,582 |
Total operating expenses | 1,696,733 | 1,413,504 | 8,860,978 | 4,483,438 |
Loss from operations | (224,539) | (585,397) | (3,338,480) | (392,123) |
Other income (expenses) | ||||
Gain (loss) on settlement of debt | (39,734) | 41,254 | (39,734) | |
Gain (loss) on disposal of assets | (24,861) | (24,861) | ||
Gain on forgiveness of debt | 10,000 | |||
Impairment expense | (978,795) | |||
Interest expense | (1,779) | (13,763) | (5,770) | (46,576) |
Total other income (expenses) | (1,779) | (78,358) | (943,311) | (101,171) |
Net loss | $ (226,320) | $ (663,755) | $ (4,281,791) | $ (493,294) |
Earnings per share - basic and fully diluted | $ 0 | $ (0.01) | $ (0.03) | $ (0.01) |
Weighted average number of shares of common stock - basic and fully diluted | 281,000,854 | 50,710,241 | 132,448,232 | 43,288,259 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Members Deficit [Member] | Non-controlling Members Deficit [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 2,669,024 | $ (183,183) | $ (2,885,511) | $ (399,670) | |||
Balance, shares at Dec. 31, 2019 | 36,075,995 | ||||||
Issuance of common stock for services | $ 3,789 | 3,789 | |||||
Issuance of common stock for services, shares | 87,500 | ||||||
Conversion of debt to common stock | $ 416,848 | 39,734 | 456,582 | ||||
Conversion of debt to common stock, shares | 15,336,769 | ||||||
Amortization of stock options | 5,912 | 5,912 | |||||
Net loss | (493,294) | (493,294) | |||||
Ending balance, value at Sep. 30, 2020 | $ 3,089,661 | (137,537) | (3,378,805) | (426,681) | |||
Balance, shares at Sep. 30, 2020 | 51,500,264 | ||||||
Beginning balance, value at Dec. 31, 2020 | $ 3,091,136 | (1,270,366) | (1,981,343) | (44,454) | (2,144,876) | (2,349,903) | |
Balance, shares at Dec. 31, 2020 | 51,487,764 | ||||||
Issuance of common stock for services | $ 2,953,985 | 2,953,985 | |||||
Issuance of common stock for services, shares | 7,127,500 | ||||||
Options exercised into common stock | $ 19,250 | 19,250 | |||||
Options exercised into common stock, shares | 250,000 | ||||||
Acquisition of BHI | $ 29,599 | 98,888,278 | 1,981,343 | 44,454 | 100,943,674 | ||
Acquisition of BHI, shares | 51 | 295,986,724 | |||||
Conversion of debt to common stock | $ 87,080 | 87,080 | |||||
Conversion of debt to common stock, shares | 181,417 | ||||||
Net loss | (4,281,791) | (4,281,791) | |||||
Ending balance, value at Sep. 30, 2021 | $ 6,181,050 | $ 97,617,912 | $ (6,426,667) | $ 97,372,295 | |||
Balance, shares at Sep. 30, 2021 | 51 | 355,033,405 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (4,281,791) | $ (493,294) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Depreciation expense | 22,633 | 31,365 |
Amortization expense | 460 | |
Loss on conversion of debt into common stock | 39,734 | |
Gain on settlement of debt | (41,254) | |
Stock-based compensation | 3,063,185 | 9,701 |
Impairment expense | 978,795 | |
Loss on disposal of assets | 24,861 | |
Gain on forgiveness of debt | (10,000) | |
Change in assets and liabilities: | ||
Accounts receivable | (255,417) | 94,966 |
Inventory | (165,105) | 24,861 |
Prepaid expense | 34,107 | 35,017 |
Accounts payable and accrued expenses | 49,328 | (22,461) |
Accounts payable and accrued expenses - related party | (113,422) | (60,226) |
Deferred revenue | (7,631) | (486,427) |
Net cash used in operating activities | (716,572) | (811,443) |
Cash flows used in investing activities: | ||
Purchase of fixed assets | (10,792) | |
Net cash used in investing activities | (10,792) | |
Cash flows from financing activities: | ||
Proceeds from stock options exercised | 19,250 | |
Proceeds from loan | 957,283 | 872,826 |
Proceeds from related party loans and advances | 232,490 | |
Repayment of notes payable to related parties | (69,200) | (126,369) |
Net cash provided by financing activities | 907,333 | 978,947 |
Net increase in cash | 190,761 | 156,712 |
Cash at beginning of period | 134,003 | 268,359 |
Cash at end of period | 324,764 | 425,071 |
Cash paid for interest | ||
Cash paid for taxes | ||
Non-cash investing and financing activities: | ||
Conversion of related party debt to common stock | $ 90,708 | $ 416,848 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NOTE 1 – NATURE OF OPERATIONS Company Background Altitude International Holdings, Inc. (f/k/a Altitude International, Inc., the “Company,” “we,” “us,” “our,” or “Altitude-NY”), was incorporated in the State of New York on July 13, 1994, as “Titan Computer Services, Inc.” On June 27, 2017, the Company successfully closed a Share Exchange transaction (the “Share Exchange”) with the shareholders of Altitude International, Inc. (“Altitude”), a Wisconsin corporation. Altitude was incorporated on May 18, 2017, under the laws of the state of Wisconsin and has been operating as a wholly owned subsidiary of Altitude-NY since the Share Exchange. Altitude operates through Northern, Central, and South America sales to execute the current business plan of athletic training industry, specifically altitude training. Our objective is to be recognized as one of the upper tier specialty altitude training equipment providers in the Americas. On February 13, 2018, the majority of the shareholders of the Company approved the amendment to the Articles of Incorporation to change the Company’s name from “Titan Computer Services, Inc.” to “Altitude International, Inc.” The purpose of the name change was to help further our brand identity and will reflect the major focus of our business operations, the manufacturing and distribution of products in the athletic training industry, specifically altitude training. On February 14, 2020, the majority of shareholders of the Company and the Board of Directors authorized a change in the Company’s name to “Altitude International Holdings, Inc.” to reflect more diversified operations going forward. The Articles of Amendment finalizing this name change have not yet been filed by the Company. On April 24, 2020, the Company formed a wholly owned subsidiary in Wisconsin called “Altitude Sports Management Corp.,” an entity that will providing fully integrated wealth, health, and career management services to its clients. On August 21, 2020, the Company filed with the State of New York to change the name from Altitude International, Inc. to Altitude International Holdings, Inc. Further, on January 17, 2021, Altitude International Holdings, Inc. (the “ Company Altitude LOI BHI 100 Upon the terms and subject to the conditions set forth in the LOI, following the Share Exchange, (i) BHI and its subsidiaries will be wholly-owned subsidiaries of Altitude; (ii) BHI shareholders would own approximately 80 20 The completion of the Share Exchange would be subject to the satisfaction of specific conditions set forth in the LOI, including the completion of an audit of BHI and its subsidiaries and the parties first negotiating and executing a definitive Share Exchange agreement (the “ Share Exchange Agreement On February 10, 2021, the Company filed with the State of New York to increase the authorized shares of common stock of the Company to 600,000,000 On May 28, 2021, the Company’s Board of Directors, as allowed in the Company’s Bylaws, approved an increase to the maximum number of individuals on the Board of Directors to thirteen. On July 6, 2021, Altitude International Holdings, Inc. (“Altitude” or the “Company”) entered into a Share Exchange Agreement (the “Agreement”) with Breunich Holdings, Inc., a Delaware entity (“BHI”). BHI is a holding company with seven operating LLCs, including CMA Soccer, LLC, ITA-USA Enterprise LLC, Trident Water LLC, North Miami Beach Academy LLC, NVL Volleyball Academy LLC, Six Log Cleaning and Sanitizing LLC, and Altitude Wellness LLC. Pursuant to the terms of the Agreement, the Company agreed to issue 295,986,724 100 51 Following the Agreement, BHI will be a wholly owned subsidiary of the Company, with each of its subsidiaries operating as wholly owned subsidiaries. At the Closing of the Share Exchange Agreement on July 23, 2021, Altitude acquired 100 % ownership of BHI. as a wholly owned subsidiary and its operating companies: CMA Soccer, LLC, ITA-USA Enterprise LLC, Trident Water LLC, North Miami Beach Academy LLC, NVL Volleyball Academy LLC, Six Log Cleaning and Sanitizing LLC, and Altitude Wellness LLC. The subsidiaries will be renamed to reflect the new corporate structure and the Altitude brand. For financial reporting purposes, the acquisition of BHI and the change of control in connection with the acquisition represented a “reverse merger” rather than a business combination, and BHI is deemed to be the accounting acquirer in the transaction. For the periods prior to September 30, 2021, the acquisition is being accounted for as a reverse merger and recapitalization. BHI is the acquirer for financial reporting purposes, and the Company (Altitude International Holdings, Inc.) is the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the acquisition are those of BHI and ALTD consolidated. On July 21, 2021, the Company filed a Certificate of Designation for Series A Preferred Stock. Nature of Operations Altitude International Holdings, Inc. is a multi-faceted organization focused on integrating advanced training and 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 by colleges, an NFL team and NBA team. On July 23, 2021, Altitude executed a Share Exchange Agreement with Breunich Holdings, Inc. (“BHI”) through which it acquired BHI and its several operating subsidiaries: Altitude Academies (formerly “ITA-USA Enterprise, LLC doing business as Club Med Academies”), Altitude Soccer (formerly “CMA Soccer, LLC”), Altitude Volleyball (formerly “NVL Academy LLC”), North Miami Beach Academy LLC, Altitude Water (formerly “Trident Water, LLC”), Six Log Cleaning & Sanitizing LLC, and Altitude Wellness. Since the Closing of the Share Exchange Agreement, Altitude operates in various business divisions through its subsidiaries, mainly within performance training and specialized academic environments. It also manages and operates a subsidiary that manufactures Pure Water Generators utilizing a patented ozonated water treatment technology. This technology produces pure, oxygenated drinking water from the humidity in the air. Altitude International Holdings, Inc. Altitude International Holdings, Inc. (“Altitude”) was incorporated on May 18, 2017, under the laws of the state of Wisconsin with 100,000,000 0.001 6,102,000 0.001 6,102 On June 27, 2017, after the closing of certain Stock Purchase Agreements, in private sale transaction and the Share Exchange Agreement, a change of control of the Company occurred and the new operational focus of the Company commenced. See Notes 6 and 8. On February 13, 2018, the majority of the shareholders of the Company approved the amendment to the Articles of Incorporation to change the Company’s name from “Titan Computer Services, Inc.” to “Altitude International, Inc.” The purpose of the name change was to help further our brand identity reflect the major focus of our business operations, the manufacturing and distribution of products in the athletic training industry, specifically altitude training. On February 14, 2020, the majority of shareholders of the Company and the Board of Directors authorized a change in the Company’s name to “Altitude International Holdings, Inc.” to reflect more diversified operations going forward. On August 21, 2020, the name change was effected with the State of New York. Following the Share Exchange, the Company, through its operating subsidiary, Altitude, specializes in creating uniquely engineered, membrane-based designs for simulated altitude training environments. The product line ranges from personal at home use machines to fully integrated environmental rooms and chambers. Through a license agreement with Sporting Edge UK, a brand well-established in the United Kingdom, the Company intends to expand its technology into the American marketplace, where the appetite for increasing performance in elite athletes, professional sports, equine sports, and universities and colleges is immense. Additionally, on April 24, 2020, the Company formed a wholly owned subsidiary in Wisconsin called “Altitude Sports Management Corp.,” an entity that will providing fully integrated wealth, health, and career management services to its clients. On July 6, 2021, Altitude International Holdings, Inc. (“Altitude” or the “Company”) entered into a Share Exchange Agreement (the “Agreement”) with Breunich Holdings, Inc., a Delaware entity (“BHI”), and the shareholders of BHI. BHI is a holding company with seven operating LLCs, including CMA Soccer, LLC, ITA-USA Enterprise LLC, Trident Water LLC, North Miami Beach Academy LLC, NVL Volleyball Academy LLC, Six Log Cleaning and Sanitizing LLC, and Altitude Wellness LLC. Pursuant to the terms of the Agreement, the Company agreed to issue 295,986,724 100 51 At the Closing of the Share Exchange Agreement on July 23, 2021, Altitude acquired 100 Changes in Management and the Board of Directors On January 25, 2019, Robert Kanuth was appointed as the Company’s new CEO and David Vincent resigned as CEO and was appointed as the Company’s Chief Technology Officer. On June 27, 2019, Greg Anthony and Peter Sandore were elected to serve on the Board of Directors. On August 20, 2019, Dave Vincent resigned as a director and CTO of the Company. On September 19, 2019, Greg Anthony was appointed as President of the Company. On July 6, 2020, Greg Whyte resigned as a director of the Company. On July 6, 2020, Greg Whyte resigned as a director of the Company. On July 28, 2020, Peter Sandore resigned as director of the Company. On December 20, 2020, Greg Whyte, David Vincent, and Greg Breunich were appointed as directors of the Company to fill the vacancies left upon the resignation of its former directors. On January 6, 2021, Robert Kanuth, Chief Executive Officer, Chief Financial Officer, and a member of the Board of Directors resigned as Chief Executive Officer and Chief Financial Officer of the Company. He also resigned as Chairman of the Board of Directors but remains a member of the Board of Directors of the Company. On January 6, 2021, Greg Breunich was appointed Chief Executive Officer, Chief Financial Officer, and Chairman of the Board of Directors of the Company. On February 2, 2021, Greg Anthony was appointed Chief Communications Officer and Company Spokesperson of the Company. On March 19, 2021, Joseph B. Frost resigned as a director and officer of the Company. On March 24, 2021, Gabe Jaramillo was appointed as Executive Vice President and Director of Tennis Training. On March 26, 2021, Mr. Jaramillo was appointed to the Board of Directors of the Company. On July 23, 2021, Scott Del Mastro was appointed to the Board of Directors of the Company. On October 7, 2021, David Vincent resigned as a director of the Company. On October 22, 2021, Bob Kanuth and Lesley Visser resigned as directors of the Company. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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 in the United States of America and has a year-end of December 31. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations, and cash flows of the Company for the respective periods being presented. The unaudited condensed consolidated financial statements of the Company for the nine month periods ended September 30, 2021, and 2020 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2020, was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2020, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2021. These financial statements should be read in conjunction with that report. The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with GAAP. This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses or recognized when incurred. The consolidated financials include the accounts of the Company include the following entities most of which are directly or indirectly controlled by Greg Breunich, a related party and CEO of BHI: ITA-USA Enterprise LLC, Club Med Academies and as Altitude Academies, specializes in training and education of young aspiring student-athletes from around the world, providing a pathway from middle school to college to the professional ranks. ITA-USA’s proprietary educational model currently focuses on sports and academics. The business model is scalable to other disciplines, i.e., the arts and science sectors. CMA is a tuition-based business hosting boarding and non-boarding students. CMA Soccer NVL Academy Trident Water The machines supply 12, 100, to 200 gallons per day. TWC’s patented purification process produces 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 Six Log Cleaning & Sanitizing, LLC Altitude Technology All intercompany accounts and transactions are eliminated in consolidation. Property and equipment Property and equipment are stated at cost or fair value. Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. Maintenance and repairs are charged to expenses as incurred. The carrying amount and accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any gain or loss in included in the results of operations. The estimated useful lives of property and equipment are as follows: SCHEDULE OF ESTIMATED USEFUL LIVES Computers, software, and office equipment 1 6 Machinery and equipment 3 5 Leasehold improvements Lessor of lease term or estimated useful life Leases The Company currently follows the guidance in ASC 840 “Leases,” which requires us to evaluate the lease agreements the Company enters into to determine whether they represent operating or capital leases at the inception of the lease. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods with those years, beginning after December 15, 2018, with early adoption permitted. In March 2019, the FASB issued ASU 2019-01, Codification Improvements Topic 842) Targeted Improvements, Inventory The inventory is comprised of Atmospheric Water Generators (“AWG’s”) at Trident Water and are valued at the lower of cost or market. As of September 30, 2021, and December 31, 2020, the inventory was valued at $ 215,641 0 Revenue Recognition Sales, as presented in the Company’s consolidated statement of earnings, represents tuition revenue. On January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018, are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting under ASC 605. As of September 30, 2021 and December 31, 2020, respectively, the consolidated financial statements were not materially impacted as a result of the application of Topic 606 compared to Topic 605. 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 September 30, 2021, and December 31, 2020, deferred revenue amounted to $ 1,370,871 0 Stock-based Compensation The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. 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. Net Loss per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no no Segment Information In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information,” the Company is required to report financial and descriptive information about its reportable operating segments. The Company has one 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. At September 30, 2021, we had $ 324,764 in cash. Our net losses incurred for the nine months ended September 30, 2021, were $ 4,281,791 and working capital deficit was $ 790,240 at September 30, 2021. As a result, there is substantial doubt about our ability to continue as a going concern. In the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition and long-term prospects. The Company expects to seek to obtain additional funding through increased revenues and future financings. There can be no assurance as to the availability or terms upon which such financing and capital might be available. The accompany financial statements have been prepared assuming that the Company will continues as a going concern. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Codification Improvements Codification Improvements to Topic 842, Leases (Topic 842) Targeted Improvements, While we continue to evaluate the impact of the new standard, we expect the adoption of this guidance will have not have any impact on our financial statements. 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. As of September 30, 2021, based on the assessment of Management, the Company determined that goodwill associated with share exchange in which BHI acquired all of its operating subsidiaries amounting to $ 960,000 |
REVERSE MERGER
REVERSE MERGER | 9 Months Ended |
Sep. 30, 2021 | |
Reverse Merger | |
REVERSE MERGER | NOTE 3 – REVERSE MERGER Acquisition of Breunich Holdings, Inc. 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”). The Agreement closed on July 23, 2021. 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. These entities have since been rebranded with “Altitude”-specific names. Pursuant to the terms of the Agreement, 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”). 0.331 97,971,606 98,812,922 The following table summarizes the consideration given for BHI and the fair values of the assets and liabilities assumed at the acquisition date. SCHEDULE OF BUSINESS ACQUISITION Consideration given: Common stock shares given $ 97,971,606 Total consideration given $ 97,971,606 Fair value of identifiable assets acquired, and liabilities assumed: Cash $ 615,035 Accounts receivable 420,660 Due from ALTD 231,968 Inventory 192,038 Prepaid expenses 122,187 Fixed assets, net 266,981 Other assets 1,816 Accounts payable (365,493 ) Accrued expenses (9,811 ) Deferred revenue (793,666 ) Loans (1,489,882 ) Total identifiable net liabilities (808,167 ) Goodwill 98,779,773 Total consideration $ 97,971,606 Following the Agreement, BHI is a wholly owned subsidiary of the Company, with each of its subsidiaries operating as wholly owned subsidiaries. Accounting Treatment of the Merger For financial reporting purposes, the Share Exchange represented a “reverse merger” rather than a business combination and Private Company was deemed to be the accounting acquirer in the transaction. The Share Exchange has been accounted for as a reverse-merger and recapitalization. Breunich Holdings, Inc. is deemed to be the acquirer for financial reporting purposes, and Altitude International Holdings, Inc. is treated as the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the Share Exchange are those of BHI and are recorded at the historical cost basis of BHI, and the financial statements after completion of the Share Exchange will include the assets and liabilities of ALTD and BHI, and the historical operations of BHI and operations of both companies from the closing date of the Share Exchange. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT The Company has fixed assets, net, of $ 263,466 0 3,516 1,745 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 5 – NOTES PAYABLE The Company has notes payable for Altitude Holdings and Altitude International as follows: Note payable SCHEDULE OF NOTES PAYABLE September 30, 2021 December 31, 2020 Accrued Accrued Principal Interest Total Principal Interest Total Joseph B. Frost $ - $ - $ - $ 40,000 $ 22,723 $ 62,723 Joseph B. Frost - - - 500 86 586 Joseph B. Frost - - - 10,000 4,853 14,853 Joseph B. Frost - - - 13,000 6,231 19,231 Robert Kanuth - - - 1,500 88 1,588 Robert Kanuth - - - 4,200 240 4,440 Total $ - $ - $ - $ 69,200 $ 34,221 $ 103,421 On March 2, 2018, Frost, then a director, loaned the Company $ 40,000 20 one year interest of 20 one year On August 10, 2018, Frost, a director, loaned the Company $ 13,000 20 six months On November 5, 2018, Frost, a director, loaned the Company $ 500 8 six months On April 9, 2020, Kanuth, an officer and director, loaned the Company $ 1,500 8 one year On April 15, 2020, Kanuth, an officer and director, loaned the Company $ 4,200 8 one year On May 5, 2020, the Company received $ 20,800 20,800 As of September 30, 2020 and December 31, 2020, the balances of notes payable for BHI were $ 948,354 1,177,068 , respectively, comprised as follows: On January 11, 2019, ITA-USA Enterprise entered into a Revolving Loan Commitment (the “Credit Agreement”) with Feenix Payment Systems, which provided for total borrowings of up to $ 200,000 . During 2020, ITA-USA Enterprise converted the credit agreement into a Term Loan Commitment (the “Loan Note”) in the amount of $ 200,000 . The loan note bears interest at a rate of 12 % per year. Loan payments are interest only with the principal balance due at the maturity date. As of September 30, 2021 and December 31, 2020, the balances of loan notes payable were $ 200,000 and $ 200,000 , respectively. The loan note matured on January 15, 2021. On January 15, 2021, the Company converted the loan to a 24 -month terms loan. The balance on this note payable was paid on June 20, 2021. In January 11, 2019, ITA-USA Enterprise entered into a Term Loan Commitment (the “Loan Note”) with Feenix Payment Systems, which provides for a loan of $ 300,000 three 8.5 111,754 169,208 On October 31, 2011, ITA-USA Enterprise entered into a Promissory Loan (the “Loan Note”) with Grand Slam Partners, which provides for a loan of $ 735,714 . Beginning on December 31, 2012, and on or before December 31 st 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 September 30, 2021, and December 31, 2020, the balances of the loan note payable were $ 442,637 and $ 494,560 , respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 – COMMITMENTS AND CONTINGENCIES The Company is subject, from time to time, to claims by third parties under various legal disputes. The defense of such claims, or any adverse outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition and cash flows. As of November 15, 2021, the Company did not have any legal actions pending against it. On June 27, 2017, Altitude entered a license agreement with Sporting Edge UK (see Note 1), 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, The Continent of South America. ● Other territories as may be agreed from time to time, on a temporary or permanent basis. All amounts due under the 2017 license agreement were waived, as were all royalty fees. As of September 30, 2021, and December 31, 2020, the Company had leases for three facilities. ITA pays $ 41,762 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS On April 30, 2021, the Company paid Robert Kanuth $ 20,000 20,395 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 8 – STOCKHOLDERS’ EQUITY Preferred Stock On February 5, 2015, the Board of Directors of the Company authorized 5,000,000 no Each share of the preferred stock is entitled to one vote and is convertible into one share of common stock On July 23, 2021, the Company issued 51 shares of preferred stock to Gregory Breunich for services rendered to the Company. As of September 30, 2021, and December 31, 2020, the Company had 51 0 Common Stock Altitude was incorporated on May 18, 2017, under the laws of the state of Wisconsin with 100,000,000 0.001 The shareholders have one vote per share of common stock After the closing of certain Stock Purchase Agreements, in private sale transaction and the Share Exchange Agreement, the Company’s common stock had no par value and is registered in New York. On February 10, 2021, the Company filed amended Articles of Incorporation with the State of New York to amend its authorized shares of common stock by an additional 530,000,000 605,000,000 600,000,000 no 5,000,000 no On January 1, 2021, the Company was contractually obligated to issue its legal counsel 12,500 0.103 1,288 On February 1, 2021, the Company was contractually obligated to issue its legal counsel 12,500 0.295 3,687 On February 2, 2021, the Company issued shares of common stock for services as follows: Elizabeth K. Stahl, 40,000 100,000 1,500,000 5,000,000 On February 8, 2021, Frost exercised 250,000 0.077 19,250 On March 1, 2021, the Company was contractually obligated to issue its legal counsel 12,500 0.708 8,850 On April 1, 2021, the Company was contractually obligated to issue its legal counsel 12,500 0.408 5,100 On May 1, 2021, the Company was contractually obligated to issue its legal counsel 12,500 0.22 2,750 On June 1, 2021, the Company was contractually obligated to issue its legal counsel 12,500 0.201 2,512 On July 1, 2021, the Company was contractually obligated to issue its legal counsel 12,500 0.201 2,478 On July 6, 2021, the Company issued 50,000 0.21 10,500 On July 6, 2021, the Company issued 300,000 0.21 63,000 On July 23, 2021, the Company issued 295,986,724 On August 1, 2021, the Company was contractually obligated to issue its legal counsel 12,500 0.201 5,375 On September 1, 2021, the Company was contractually obligated to issue its legal counsel 12,500 0.201 3,725 As of September 30, 2021, and December 31, 2020, the Company has 355,033,405 51,487,764 no 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 The options vest at a rate of 25% every six months after the grant date and expire upon termination of employment. 0.077 15,809 0.06 5,912 On January 25, 2019, the Company issued 250,000 The options vest at a rate of 25% every six months after the grant date 0.077 15,809 0.06 0.077 19,250 There are currently no stock options currently issued and outstanding under the 2017 Plan, as all 250,000 |
RESTATEMENT
RESTATEMENT | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
RESTATEMENT | NOTE 9 – RESTATEMENT Balance Sheet, Statement of Stockholders’ Equity (Deficit) and Statement of Cash Flows In connection with the financial review as of September 30, 2021, certain errors associated with the Company’s accounting for the acquisition of Breunich Holdings, Inc. were required to be restated. The errors related to the recording of the Company’s financials for the nine months ended September 30, 2021, and 2020. Subsequent to the filing, it was determined that the reported financials should have been reported as follows: On July 23, 2021, Altitude International Holdings, Inc. acquired all of the outstanding common stock of Breunich Holdings, Inc. For accounting purposes, the acquisition should have been treated as a reverse merger recognizing that the acquiring company was an operational company. The following tables presents the impact of the misclassification on the Company’s previously reported unaudited consolidated balance sheets, unaudited consolidated statement of stockholders’ equity (deficit) and unaudited consolidated statement of cash flows. SCHEDULE OF RESTATEMENT OF FINANCIAL STATEMENTS Reported Adjustments Restated Reported Adjustments Restated September 30, 2021 December 30, 2020 As As As As Reported Adjustments Restated Reported Adjustments Restated ASSETS Current assets Cash $ 324,764 $ - $ 324,764 $ 485 $ 133,518 $ 134,003 Accounts receivable 525,379 - 525,379 - 269,962 269,962 Inventory 215,641 - 215,641 - 50,536 50,536 Prepaid expense 167,896 - 167,896 3,000 199,003 202,003 Total current assets 1,233,680 - 1,233,680 3,485 653,019 656,504 Fixed assets, net 263,466 - 263,466 - 286,099 286,099 Goodwill - 98,779,773 98,779,773 - - - Total assets $ 1,497,146 $ 98,779,773 $ 100,276,919 $ 3,485 $ 939,118 $ 942,603 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities Notes payable - related party $ - $ - $ - $ 69,200 $ - $ 69,200 Notes payable 100,800 - 100,800 20,800 913,768 934,568 Accounts payable and accrued expenses 516,038 - 516,038 62,053 404,655 466,708 Accounts payable and accrued expenses - related party - - - 113,422 - 113,422 Stockholders’ advance 36,211 - 36,211 36,211 - 36,211 PPP loan - - - - 30,595 30,595 Deferred revenue 1,370,871 - 1,370,871 - 1,378,502 1,378,502 Total current liabilities 2,023,920 - 2,023,920 301,686 2,727,520 3,029,206 Non-current liabilities Capital deficit 33,150 - 33,150 - - - Notes payable 847,554 - 847,554 - 263,300 263,300 Total non-current liabilities 880,704 - 880,704 - 263,300 263,300 Total liabilities 2,904,624 - 2,904,624 301,686 2,990,820 3,292,506 Stockholders’ deficit Preferred stock - - - - - - Common stock 6,181,050 - 6,181,050 3,091,136 - 3,091,136 Members’ deficit - - - - (1,981,343 ) (1,981,343 ) Additional paid in capital (1,161,861 ) 98,779,773 97,617,912 (175,279 ) (1,095,087 ) (1,270,366 ) Non-controlling members’ deficit - - - - (44,454 ) (44,454 ) Accumulated deficit (6,426,667 ) 0 (6,426,667 ) (3,214,058 ) 1,069,182 (2,144,876 ) Total stockholders’ equity (deficit) (1,407,478 ) 98,779,773 97,372,295 (298,201 ) (2,051,702 ) (2,349,903 ) Total liabilities and stockholders’ deficit $ 1,497,146 $ 98,779,773 $ 100,276,919 $ 3,485 $ 939,118 $ 942,603 SCHEDULE OF RESTATEMENT OF STOCKHOLDERS EQUITY Shares Par Value Shares Par Value Capital Deficit Deficit Deficit Total Non Preferred Stock Common Stock Additional controlling No of No No Paid in Members’ Members’ Accumulated Shares Par Value Shares Par Value Capital Deficit Deficit Deficit Total As Reported Balance, December 31, 2019 - $ 36,075,995 $ 2,669,024 $ (183,183 ) $ $ $ (2,885,511 ) $ (399,670 ) Issuance of common stock for services - - 87,500 3,789 - - - - 3,789 Conversion of debt to common stock - - 15,336,769 416,848 39,734 - - - 456,582 Business combination - - - - (575,911 ) - - 575,911 - Amortization of stock options - - - - 5,912 - - - 5,912 Net loss for the period ended September 30, 2020 - - - - - - - (844,474 ) (844,474 ) Balance, September 30, 2020 - $ - 51,500,264 $ 3,089,661 $ (713,446 ) $ - $ - $ (3,154,074 ) $ (777,859 ) S 1 S 2 3 4 5 6 7 Adjustments Balance, December 31, 2019 - $ - - $ - $ - $ - $ - $ - $ - Issuance of common stock for services - - - - - - - - - Conversion of debt to common stock - - - - - - Business combination - - - - 575,911 - - (575,911 ) - Amortization of stock options - - - - - - - - - Net loss for the period ended September 30, 2020 - - - - - - - 351,178 351,178 Balance, September 30, 2020 - $ - - $ - $ 575,911 $ - $ - $ (224,733 ) $ 351,178 S 1 S 2 3 4 5 6 7 As Restated Balance, December 31, 2019 $ - 36,075,995 $ 2,669,024 $ (183,183 ) $ - $ - $ (2,885,511 ) $ (399,670 ) Beginning balance $ - 36,075,995 $ 2,669,024 $ (183,183 ) $ - $ - $ (2,885,511 ) $ (399,670 ) Issuance of common stock for services - - 87,500 3,789 - - - - 3,789 Conversion of debt to common stock - - 15,336,769 416,848 39,734 456,582 Amortization of stock options - - - - 5,912 - - - 5,912 Net loss for the period ended September 30, 2020 - - - - - - - (493,294 ) (493,294 ) Balance, September 30, 2020 - $ - 51,500,264 $ 3,089,661 $ (137,537 ) $ - $ - $ (3,378,805 ) $ (426,681 ) Ending balance - $ - 51,500,264 $ 3,089,661 $ (137,537 ) $ - $ - $ (3,378,805 ) $ (426,681 ) SCHEDULE OF RESTATEMENT OF CASHFLOW Reported Adjustments Restated Reported Adjustments Restated For the Nine Months Ended September 30, 2021 For the Nine Months Ended September 30, 2020 As Reported Adjustments Restated As Reported Adjustments Restated Cash flows from operating activities: Net loss $ (4,281,791 ) $ - $ (4,281,791 ) $ (493,294 ) $ - $ (493,294 ) Adjustments to reconcile net loss to net cash used in operations: Depreciation expense 3,516 19,117 22,633 1,745 29,620 31,365 Amortization expense - - - 460 - 460 Business combination - - - 224,731 - - Loss on conversion of debt into common stock - - - - - 39,734 Gain on settlement of debt 41,254 (82,508 ) (41,254 ) 39,734 (39,734 ) - Stock-based compensation 3,063,185 - 3,063,185 9,701 - 9,701 Impairment expense 978,795 - 978,795 - - - Loss on disposal of assets - - - - 24,861 24,861 Gain on forgiveness of debt - - - - (10,000 ) (10,000 ) Change in assets and liabilities: Accounts receivable (147,710 ) (107,707 ) (255,417 ) - 94,966 94,966 Inventory (23,603 ) (141,502 ) (165,105 ) - 24,861 24,861 Prepaid expense (42,709 ) 76,816 34,107 4,121 30,896 35,017 Accounts payable and accrued expenses 1,732 47,596 49,328 14,317 (36,778 ) (22,461 ) Accounts payable and accrued expenses - related party (113,422 ) - (113,422 ) 114,277 (174,503 ) (60,226 ) Deferred revenue 572,497 (580,128 ) (7,631 ) (1,189 ) (485,238 ) (486,427 ) Net cash provided by (used in) operating activities 51,743 (768,315 ) (716,572 ) (85,397 ) (541,049 ) (811,443 ) Cash flows used in investing activities: Acquisition of BHI, net 759,658 (759,658 ) - - - - Purchase of fixed assets - - - - (10,792 ) (10,792 ) Net cash used in investing activities 759,658 (759,658 ) - - (10,792 ) (10,792 ) Cash flows from financing activities: Proceeds from stock options exercised 19,250 - 19,250 - - - Proceeds from loan - 957,283 957,283 20,800 852,026 872,826 Proceeds from related party loans and advances - - - 57,989 174,501 232,490 Repayment of notes payable to related parties (506,371 ) 437,171 (69,200 ) - (126,369 ) (126,369 ) Net cash provided by (used in) financing activities (487,121 ) 1,394,454 907,333 78,789 900,158 978,947 Net increase (decrease) in cash 324,279 (133,518 ) 190,761 (6,608 ) 348,317 156,712 Cash at beginning of period 485 133,518 134,003 8,267 260,092 268,359 Cash at end of period $ 324,764 $ - $ 324,764 $ 1,659 $ 608,409 $ 425,071 Cash paid for interest $ - $ - $ - $ - $ - $ - Cash paid for taxes $ - $ - $ - $ - $ - $ - Non-cash investing and financing activities: Conversion of related party debt to common stock $ 90,708 $ - $ 90,708 $ 416,848 $ - $ 416,848 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS On December 20, 2021, Altitude International Holdings, Inc (the “Company”) and its wholly-owned subsidiary, Trident Water, LLC, entered into a Loan Agreement with FVP Servicing, LLC, a Delaware limited liability company (“FVP”). Under the terms of the Loan Agreement, the Company received a loan from FVP in the amount of $ 500,000 twelve December 20, 2023 20,833 The Loan Agreement and associated documents closed on Wednesday, December 22, 2021 and the loan was funded on that date. The Company has determined that there are no other such events that warrant disclosure or recognition in the financial statements, except as stated herein. The outbreak of the coronavirus (COVID-19) resulted in increased travel restrictions, and shutdown of businesses, which may cause slower recovery of the economy. We may experience impact from quarantines, market downturns and changes in customer behavior related to pandemic fears and impact on our workforce if the virus continues to spread. In addition, one or more of our customers, partners, service providers or suppliers may experience financial distress, delayed or defaults on payment, file for bankruptcy protection, sharp diminishing of business, or suffer disruptions in their business due to the outbreak. The extent to which the coronavirus impacts our results will depend on future developments and reactions throughout the world, which are highly uncertain and will include emerging information concerning the severity of the coronavirus and the actions taken by governments and private businesses to attempt to contain the coronavirus. It is likely to result in a potential material adverse impact on our business, results of operations and financial condition. Wider-spread COVID-19 globally could prolong the deterioration in economic conditions and could cause decreases in or delays in advertising spending and reduce and/or negatively impact our short-term ability to grow our revenues. Any decreased collectability of accounts receivable, bankruptcy of small and medium businesses, or early termination of agreements due to deterioration in economic conditions could negatively impact our results of operations. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America and has a year-end of December 31. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations, and cash flows of the Company for the respective periods being presented. The unaudited condensed consolidated financial statements of the Company for the nine month periods ended September 30, 2021, and 2020 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2020, was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2020, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2021. These financial statements should be read in conjunction with that report. The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with GAAP. This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses or recognized when incurred. The consolidated financials include the accounts of the Company include the following entities most of which are directly or indirectly controlled by Greg Breunich, a related party and CEO of BHI: ITA-USA Enterprise LLC, Club Med Academies and as Altitude Academies, specializes in training and education of young aspiring student-athletes from around the world, providing a pathway from middle school to college to the professional ranks. ITA-USA’s proprietary educational model currently focuses on sports and academics. The business model is scalable to other disciplines, i.e., the arts and science sectors. CMA is a tuition-based business hosting boarding and non-boarding students. CMA Soccer NVL Academy Trident Water The machines supply 12, 100, to 200 gallons per day. TWC’s patented purification process produces 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 Six Log Cleaning & Sanitizing, LLC Altitude Technology All intercompany accounts and transactions are eliminated in consolidation. |
Property and equipment | Property and equipment Property and equipment are stated at cost or fair value. Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. Maintenance and repairs are charged to expenses as incurred. The carrying amount and accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any gain or loss in included in the results of operations. The estimated useful lives of property and equipment are as follows: SCHEDULE OF ESTIMATED USEFUL LIVES Computers, software, and office equipment 1 6 Machinery and equipment 3 5 Leasehold improvements Lessor of lease term or estimated useful life |
Leases | Leases The Company currently follows the guidance in ASC 840 “Leases,” which requires us to evaluate the lease agreements the Company enters into to determine whether they represent operating or capital leases at the inception of the lease. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods with those years, beginning after December 15, 2018, with early adoption permitted. In March 2019, the FASB issued ASU 2019-01, Codification Improvements Topic 842) Targeted Improvements, |
Inventory | Inventory The inventory is comprised of Atmospheric Water Generators (“AWG’s”) at Trident Water and are valued at the lower of cost or market. As of September 30, 2021, and December 31, 2020, the inventory was valued at $ 215,641 0 |
Revenue Recognition | Revenue Recognition Sales, as presented in the Company’s consolidated statement of earnings, represents tuition revenue. On January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018, are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting under ASC 605. As of September 30, 2021 and December 31, 2020, respectively, the consolidated financial statements were not materially impacted as a result of the application of Topic 606 compared to Topic 605. |
Deferred Revenue | 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 September 30, 2021, and December 31, 2020, deferred revenue amounted to $ 1,370,871 0 |
Stock-based Compensation | Stock-based Compensation The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. |
Non-controlling interest | 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. |
Net Loss per Share | Net Loss per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no no |
Segment Information | Segment Information In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information,” the Company is required to report financial and descriptive information about its reportable operating segments. The Company has one |
Going Concern and Liquidity | 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. At September 30, 2021, we had $ 324,764 in cash. Our net losses incurred for the nine months ended September 30, 2021, were $ 4,281,791 and working capital deficit was $ 790,240 at September 30, 2021. As a result, there is substantial doubt about our ability to continue as a going concern. In the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition and long-term prospects. The Company expects to seek to obtain additional funding through increased revenues and future financings. There can be no assurance as to the availability or terms upon which such financing and capital might be available. The accompany financial statements have been prepared assuming that the Company will continues as a going concern. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Codification Improvements Codification Improvements to Topic 842, Leases (Topic 842) Targeted Improvements, While we continue to evaluate the impact of the new standard, we expect the adoption of this guidance will have not have any impact on our financial statements. |
Goodwill and Intangible Assets | 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. As of September 30, 2021, based on the assessment of Management, the Company determined that goodwill associated with share exchange in which BHI acquired all of its operating subsidiaries amounting to $ 960,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ESTIMATED USEFUL LIVES | SCHEDULE OF ESTIMATED USEFUL LIVES Computers, software, and office equipment 1 6 Machinery and equipment 3 5 Leasehold improvements Lessor of lease term or estimated useful life |
REVERSE MERGER (Tables)
REVERSE MERGER (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Reverse Merger | |
SCHEDULE OF BUSINESS ACQUISITION | The following table summarizes the consideration given for BHI and the fair values of the assets and liabilities assumed at the acquisition date. SCHEDULE OF BUSINESS ACQUISITION Consideration given: Common stock shares given $ 97,971,606 Total consideration given $ 97,971,606 Fair value of identifiable assets acquired, and liabilities assumed: Cash $ 615,035 Accounts receivable 420,660 Due from ALTD 231,968 Inventory 192,038 Prepaid expenses 122,187 Fixed assets, net 266,981 Other assets 1,816 Accounts payable (365,493 ) Accrued expenses (9,811 ) Deferred revenue (793,666 ) Loans (1,489,882 ) Total identifiable net liabilities (808,167 ) Goodwill 98,779,773 Total consideration $ 97,971,606 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE | Note payable SCHEDULE OF NOTES PAYABLE September 30, 2021 December 31, 2020 Accrued Accrued Principal Interest Total Principal Interest Total Joseph B. Frost $ - $ - $ - $ 40,000 $ 22,723 $ 62,723 Joseph B. Frost - - - 500 86 586 Joseph B. Frost - - - 10,000 4,853 14,853 Joseph B. Frost - - - 13,000 6,231 19,231 Robert Kanuth - - - 1,500 88 1,588 Robert Kanuth - - - 4,200 240 4,440 Total $ - $ - $ - $ 69,200 $ 34,221 $ 103,421 |
RESTATEMENT (Tables)
RESTATEMENT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
SCHEDULE OF RESTATEMENT OF FINANCIAL STATEMENTS | SCHEDULE OF RESTATEMENT OF FINANCIAL STATEMENTS Reported Adjustments Restated Reported Adjustments Restated September 30, 2021 December 30, 2020 As As As As Reported Adjustments Restated Reported Adjustments Restated ASSETS Current assets Cash $ 324,764 $ - $ 324,764 $ 485 $ 133,518 $ 134,003 Accounts receivable 525,379 - 525,379 - 269,962 269,962 Inventory 215,641 - 215,641 - 50,536 50,536 Prepaid expense 167,896 - 167,896 3,000 199,003 202,003 Total current assets 1,233,680 - 1,233,680 3,485 653,019 656,504 Fixed assets, net 263,466 - 263,466 - 286,099 286,099 Goodwill - 98,779,773 98,779,773 - - - Total assets $ 1,497,146 $ 98,779,773 $ 100,276,919 $ 3,485 $ 939,118 $ 942,603 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities Notes payable - related party $ - $ - $ - $ 69,200 $ - $ 69,200 Notes payable 100,800 - 100,800 20,800 913,768 934,568 Accounts payable and accrued expenses 516,038 - 516,038 62,053 404,655 466,708 Accounts payable and accrued expenses - related party - - - 113,422 - 113,422 Stockholders’ advance 36,211 - 36,211 36,211 - 36,211 PPP loan - - - - 30,595 30,595 Deferred revenue 1,370,871 - 1,370,871 - 1,378,502 1,378,502 Total current liabilities 2,023,920 - 2,023,920 301,686 2,727,520 3,029,206 Non-current liabilities Capital deficit 33,150 - 33,150 - - - Notes payable 847,554 - 847,554 - 263,300 263,300 Total non-current liabilities 880,704 - 880,704 - 263,300 263,300 Total liabilities 2,904,624 - 2,904,624 301,686 2,990,820 3,292,506 Stockholders’ deficit Preferred stock - - - - - - Common stock 6,181,050 - 6,181,050 3,091,136 - 3,091,136 Members’ deficit - - - - (1,981,343 ) (1,981,343 ) Additional paid in capital (1,161,861 ) 98,779,773 97,617,912 (175,279 ) (1,095,087 ) (1,270,366 ) Non-controlling members’ deficit - - - - (44,454 ) (44,454 ) Accumulated deficit (6,426,667 ) 0 (6,426,667 ) (3,214,058 ) 1,069,182 (2,144,876 ) Total stockholders’ equity (deficit) (1,407,478 ) 98,779,773 97,372,295 (298,201 ) (2,051,702 ) (2,349,903 ) Total liabilities and stockholders’ deficit $ 1,497,146 $ 98,779,773 $ 100,276,919 $ 3,485 $ 939,118 $ 942,603 |
SCHEDULE OF RESTATEMENT OF STOCKHOLDERS EQUITY | SCHEDULE OF RESTATEMENT OF STOCKHOLDERS EQUITY Shares Par Value Shares Par Value Capital Deficit Deficit Deficit Total Non Preferred Stock Common Stock Additional controlling No of No No Paid in Members’ Members’ Accumulated Shares Par Value Shares Par Value Capital Deficit Deficit Deficit Total As Reported Balance, December 31, 2019 - $ 36,075,995 $ 2,669,024 $ (183,183 ) $ $ $ (2,885,511 ) $ (399,670 ) Issuance of common stock for services - - 87,500 3,789 - - - - 3,789 Conversion of debt to common stock - - 15,336,769 416,848 39,734 - - - 456,582 Business combination - - - - (575,911 ) - - 575,911 - Amortization of stock options - - - - 5,912 - - - 5,912 Net loss for the period ended September 30, 2020 - - - - - - - (844,474 ) (844,474 ) Balance, September 30, 2020 - $ - 51,500,264 $ 3,089,661 $ (713,446 ) $ - $ - $ (3,154,074 ) $ (777,859 ) S 1 S 2 3 4 5 6 7 Adjustments Balance, December 31, 2019 - $ - - $ - $ - $ - $ - $ - $ - Issuance of common stock for services - - - - - - - - - Conversion of debt to common stock - - - - - - Business combination - - - - 575,911 - - (575,911 ) - Amortization of stock options - - - - - - - - - Net loss for the period ended September 30, 2020 - - - - - - - 351,178 351,178 Balance, September 30, 2020 - $ - - $ - $ 575,911 $ - $ - $ (224,733 ) $ 351,178 S 1 S 2 3 4 5 6 7 As Restated Balance, December 31, 2019 $ - 36,075,995 $ 2,669,024 $ (183,183 ) $ - $ - $ (2,885,511 ) $ (399,670 ) Beginning balance $ - 36,075,995 $ 2,669,024 $ (183,183 ) $ - $ - $ (2,885,511 ) $ (399,670 ) Issuance of common stock for services - - 87,500 3,789 - - - - 3,789 Conversion of debt to common stock - - 15,336,769 416,848 39,734 456,582 Amortization of stock options - - - - 5,912 - - - 5,912 Net loss for the period ended September 30, 2020 - - - - - - - (493,294 ) (493,294 ) Balance, September 30, 2020 - $ - 51,500,264 $ 3,089,661 $ (137,537 ) $ - $ - $ (3,378,805 ) $ (426,681 ) Ending balance - $ - 51,500,264 $ 3,089,661 $ (137,537 ) $ - $ - $ (3,378,805 ) $ (426,681 ) |
SCHEDULE OF RESTATEMENT OF CASHFLOW | SCHEDULE OF RESTATEMENT OF CASHFLOW Reported Adjustments Restated Reported Adjustments Restated For the Nine Months Ended September 30, 2021 For the Nine Months Ended September 30, 2020 As Reported Adjustments Restated As Reported Adjustments Restated Cash flows from operating activities: Net loss $ (4,281,791 ) $ - $ (4,281,791 ) $ (493,294 ) $ - $ (493,294 ) Adjustments to reconcile net loss to net cash used in operations: Depreciation expense 3,516 19,117 22,633 1,745 29,620 31,365 Amortization expense - - - 460 - 460 Business combination - - - 224,731 - - Loss on conversion of debt into common stock - - - - - 39,734 Gain on settlement of debt 41,254 (82,508 ) (41,254 ) 39,734 (39,734 ) - Stock-based compensation 3,063,185 - 3,063,185 9,701 - 9,701 Impairment expense 978,795 - 978,795 - - - Loss on disposal of assets - - - - 24,861 24,861 Gain on forgiveness of debt - - - - (10,000 ) (10,000 ) Change in assets and liabilities: Accounts receivable (147,710 ) (107,707 ) (255,417 ) - 94,966 94,966 Inventory (23,603 ) (141,502 ) (165,105 ) - 24,861 24,861 Prepaid expense (42,709 ) 76,816 34,107 4,121 30,896 35,017 Accounts payable and accrued expenses 1,732 47,596 49,328 14,317 (36,778 ) (22,461 ) Accounts payable and accrued expenses - related party (113,422 ) - (113,422 ) 114,277 (174,503 ) (60,226 ) Deferred revenue 572,497 (580,128 ) (7,631 ) (1,189 ) (485,238 ) (486,427 ) Net cash provided by (used in) operating activities 51,743 (768,315 ) (716,572 ) (85,397 ) (541,049 ) (811,443 ) Cash flows used in investing activities: Acquisition of BHI, net 759,658 (759,658 ) - - - - Purchase of fixed assets - - - - (10,792 ) (10,792 ) Net cash used in investing activities 759,658 (759,658 ) - - (10,792 ) (10,792 ) Cash flows from financing activities: Proceeds from stock options exercised 19,250 - 19,250 - - - Proceeds from loan - 957,283 957,283 20,800 852,026 872,826 Proceeds from related party loans and advances - - - 57,989 174,501 232,490 Repayment of notes payable to related parties (506,371 ) 437,171 (69,200 ) - (126,369 ) (126,369 ) Net cash provided by (used in) financing activities (487,121 ) 1,394,454 907,333 78,789 900,158 978,947 Net increase (decrease) in cash 324,279 (133,518 ) 190,761 (6,608 ) 348,317 156,712 Cash at beginning of period 485 133,518 134,003 8,267 260,092 268,359 Cash at end of period $ 324,764 $ - $ 324,764 $ 1,659 $ 608,409 $ 425,071 Cash paid for interest $ - $ - $ - $ - $ - $ - Cash paid for taxes $ - $ - $ - $ - $ - $ - Non-cash investing and financing activities: Conversion of related party debt to common stock $ 90,708 $ - $ 90,708 $ 416,848 $ - $ 416,848 |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) - USD ($) | Sep. 02, 2021 | Aug. 02, 2021 | Jul. 23, 2021 | Jul. 06, 2021 | Jul. 02, 2021 | Jun. 02, 2021 | May 02, 2021 | Apr. 02, 2021 | Mar. 02, 2021 | Feb. 02, 2021 | Jan. 02, 2021 | May 18, 2017 | Sep. 30, 2021 | Feb. 10, 2021 | Jan. 17, 2021 | Dec. 31, 2020 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Common stock, shares authorized | 100,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | ||||||||||||
Number of common stock shares issued | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | |||||||
Preferred stock,shares issued | 51 | 0 | ||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||||
Value of common stock shares issued | $ 3,725 | $ 5,375 | $ 2,478 | $ 2,512 | $ 2,750 | $ 5,100 | $ 8,850 | $ 3,687 | $ 1,288 | |||||||
15 Individuals [Member] | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Number of common stock shares issued | 6,102,000 | |||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||||
Value of common stock shares issued | $ 6,102 | |||||||||||||||
Share Exchange Agreement [Member] | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Number of common stock shares issued | 295,986,724 | |||||||||||||||
Breunich Holdings, Inc., [Member] | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Percentage of shares exchanged for issued and outstanding of common stock | 100.00% | |||||||||||||||
Ownership percentage | 100.00% | 100.00% | ||||||||||||||
Breunich Holdings, Inc., [Member] | Series A Preferred Stock [Member] | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Preferred stock,shares issued | 51 | |||||||||||||||
Breunich Holdings, Inc., [Member] | Share Exchange Agreement [Member] | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Number of common stock shares issued | 295,986,724 | |||||||||||||||
Breunich Holdings, Inc. Shareholders [Member] | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Percentage of common shares owned | 80.00% | |||||||||||||||
Altitude Shareholders [Member] | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Percentage of common shares owned | 20.00% |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Computers Software And Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 1 year |
Computers Software And Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 6 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | Lessor of lease term or estimated useful life |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)Integer | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)Integer | |
Accounting Policies [Abstract] | |||||
Inventory | $ 215,641 | $ 215,641 | $ 50,536 | ||
Deferred revenue | 1,370,871 | 1,370,871 | 0 | ||
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | 0 | $ 0 | ||
Unrecognized tax benefits, income tax penalties and interest expense | $ 0 | $ 0 | |||
Number of operating segments | Integer | 1 | 1 | |||
Cash | 324,764 | $ 324,764 | |||
Net Income (Loss) Attributable to Parent | 226,320 | $ 663,755 | 4,281,791 | $ 493,294 | |
Working capital | 790,240 | 790,240 | |||
Finite-lived intangible assets, net | $ 960,000 | $ 960,000 |
SCHEDULE OF BUSINESS ACQUISITIO
SCHEDULE OF BUSINESS ACQUISITION (Details) - USD ($) | Jul. 06, 2021 | Sep. 30, 2021 |
Restructuring Cost and Reserve [Line Items] | ||
Common stock shares given | $ 100,943,674 | |
Breunich Holdings, Inc., [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Common stock shares given | $ 97,971,606 | |
Total consideration given | 97,971,606 | |
Cash | 615,035 | |
Accounts receivable | 420,660 | |
Due from ALTD | 231,968 | |
Inventory | 192,038 | |
Prepaid expenses | 122,187 | |
Fixed assets, net | 266,981 | |
Other assets | 1,816 | |
Accounts payable | (365,493) | |
Accrued expenses | (9,811) | |
Deferred revenue | (793,666) | |
Loans | (1,489,882) | |
Total identifiable net liabilities | (808,167) | |
Goodwill | 98,779,773 | |
Total consideration | $ 97,971,606 |
REVERSE MERGER (Details Narrati
REVERSE MERGER (Details Narrative) - USD ($) | Sep. 02, 2021 | Aug. 02, 2021 | Jul. 23, 2021 | Jul. 06, 2021 | Jul. 02, 2021 | Jun. 02, 2021 | May 02, 2021 | Apr. 02, 2021 | Mar. 02, 2021 | Feb. 02, 2021 | Jan. 02, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Stock Issued During Period, Shares, New Issues | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | ||||
Shares issued, amount | $ 3,725 | $ 5,375 | $ 2,478 | $ 2,512 | $ 2,750 | $ 5,100 | $ 8,850 | $ 3,687 | $ 1,288 | ||||
Good will | $ 98,779,773 | ||||||||||||
Share Exchange Agreement [Member] | |||||||||||||
Stock Issued During Period, Shares, New Issues | 295,986,724 | ||||||||||||
Breunich Holdings, Inc., [Member] | Share Exchange Agreement [Member] | |||||||||||||
Stock Issued During Period, Shares, New Issues | 295,986,724 | ||||||||||||
Equity Method Investment, Ownership Percentage | 100.00% | ||||||||||||
BHI [Member] | |||||||||||||
Closing price, per share | $ 0.331 | ||||||||||||
Shares issued, amount | $ 97,971,606 | ||||||||||||
Good will | $ 98,812,922 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Property, Plant and Equipment [Abstract] | |||
Property, plant and equipment | $ 263,466 | $ 286,099 | |
Depreciation | $ 3,516 | $ 1,745 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Nov. 05, 2018 | Aug. 10, 2018 | Mar. 02, 2018 |
Short-term Debt [Line Items] | |||||
Accrued Principal | $ 69,200 | ||||
Accrued interest | 34,221 | ||||
Total | 103,421 | ||||
Note Payable 1 [Member] | Joseph B. Frost [Member] | |||||
Short-term Debt [Line Items] | |||||
Accrued Principal | 40,000 | ||||
Accrued interest | 22,723 | ||||
Total | 62,723 | $ 40,000 | |||
Note Payable 2 [Member] | Joseph B. Frost [Member] | |||||
Short-term Debt [Line Items] | |||||
Accrued Principal | 500 | ||||
Accrued interest | 86 | ||||
Total | 586 | ||||
Note Payable 3 [Member] | Joseph B. Frost [Member] | |||||
Short-term Debt [Line Items] | |||||
Accrued Principal | 10,000 | ||||
Accrued interest | 4,853 | ||||
Total | 14,853 | $ 13,000 | |||
Note Payable 4 [Member] | Joseph B. Frost [Member] | |||||
Short-term Debt [Line Items] | |||||
Accrued Principal | 13,000 | ||||
Accrued interest | 6,231 | ||||
Total | 19,231 | $ 500 | |||
Note Payable 5 [Member] | Robert Kanuth [Member] | |||||
Short-term Debt [Line Items] | |||||
Accrued Principal | 1,500 | ||||
Accrued interest | 88 | ||||
Total | 1,588 | ||||
Note Payable 6 [Member] | Robert Kanuth [Member] | |||||
Short-term Debt [Line Items] | |||||
Accrued Principal | 4,200 | ||||
Accrued interest | 240 | ||||
Total | $ 4,440 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Oct. 31, 2021 | Jan. 15, 2021 | Apr. 15, 2020 | Apr. 09, 2020 | Jan. 11, 2019 | Nov. 05, 2018 | Aug. 10, 2018 | Jul. 30, 2018 | Mar. 02, 2018 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | May 05, 2020 |
Short-term Debt [Line Items] | |||||||||||||
Note payable | $ 103,421 | ||||||||||||
Notes Payable, Current | 100,800 | 965,163 | |||||||||||
BHI [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Notes Payable, Current | 1,177,068 | $ 948,354 | |||||||||||
Paycheck Protection Program CARES Act [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Note payable | 20,800 | $ 20,800 | |||||||||||
Credit Agreement [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt instrument, interest rate | 12.00% | ||||||||||||
Debt instrument, term | 24 months | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 200,000 | ||||||||||||
Line of Credit Facility, Commitment Fee Amount | $ 200,000 | ||||||||||||
Notes and Loans Payable, Current | 200,000 | 200,000 | |||||||||||
Term Loan Commitment [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Note payable | 111,754 | 169,208 | |||||||||||
Debt instrument, interest rate | 8.50% | ||||||||||||
Debt instrument, term | 3 years | ||||||||||||
Debt face amount | $ 300,000 | ||||||||||||
Loan Note [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Note payable | 442,637 | 494,560 | |||||||||||
Debt face amount | $ 735,714 | ||||||||||||
Net Profit Percentage | 25.00% | ||||||||||||
Debt Instrument, Periodic Payment | $ 30,000 | ||||||||||||
Joseph B. Frost [Member] | Note Payable 1 [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Note payable | $ 40,000 | 62,723 | |||||||||||
Debt instrument, interest rate | 20.00% | ||||||||||||
Debt instrument, term | 1 year | ||||||||||||
Joseph B. Frost [Member] | Note Payable 2 [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Note payable | 586 | ||||||||||||
Debt instrument, interest rate | 20.00% | ||||||||||||
Debt instrument, term | 1 year | ||||||||||||
Joseph B. Frost [Member] | Note Payable 3 [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Note payable | $ 13,000 | 14,853 | |||||||||||
Debt instrument, interest rate | 20.00% | ||||||||||||
Debt instrument, term | 6 months | ||||||||||||
Joseph B. Frost [Member] | Note Payable 4 [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Note payable | $ 500 | $ 19,231 | |||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||
Debt instrument, term | 6 months | ||||||||||||
Robert Kanuth [Member] | Note Payable 19 [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Note payable | $ 1,500 | ||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||
Debt instrument, term | 1 year | ||||||||||||
Robert Kanuth [Member] | Note Payable 20 [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Note payable | $ 4,200 | ||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||
Debt instrument, term | 1 year |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Jan. 24, 2019 | Sep. 30, 2021 |
FLORIDA | ||
Product Liability Contingency [Line Items] | ||
Payment for rent | $ 41,762 | |
Revised Licensing Agreement [Member] | ||
Product Liability Contingency [Line Items] | ||
Annual license fee, description | The annual license fee under the revised agreement is $1.00 per year. The product line ranges from personal at home use machines to fully integrated environmental rooms and chambers. Altitude has the licensing rights to use all technology to manufacture the products and to sell them (directly or through distributors) in the following territories: |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - Robert Kanuth [Member] | Apr. 30, 2021USD ($) |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Due to directors | $ 20,000 |
Accrued expenses | $ 20,395 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | Sep. 02, 2021 | Aug. 02, 2021 | Jul. 23, 2021 | Jul. 06, 2021 | Jul. 02, 2021 | Jun. 02, 2021 | May 02, 2021 | Apr. 02, 2021 | Mar. 02, 2021 | Feb. 08, 2021 | Feb. 02, 2021 | Jan. 02, 2021 | Jan. 25, 2019 | May 18, 2017 | Feb. 05, 2015 | Sep. 30, 2021 | Sep. 30, 2020 | Feb. 10, 2021 | Dec. 31, 2020 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||||
Preferred stock, no par value | $ 0 | $ 0 | $ 0 | ||||||||||||||||
Preferred stock, shares issued | 51 | 0 | |||||||||||||||||
Preferred stock, shares outstanding | 51 | 0 | |||||||||||||||||
Common stock, shares authorized | 100,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | |||||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||||||||
Common stock voting rights, description | The shareholders have one vote per share of common stock | ||||||||||||||||||
Capital stock shares authorized | 605,000,000 | ||||||||||||||||||
Common stock no par value | $ 0 | $ 0 | $ 0 | ||||||||||||||||
Number of shares issued | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | ||||||||||
Share issued price per share | $ 0.201 | $ 0.201 | $ 0.201 | $ 0.201 | $ 0.22 | $ 0.408 | $ 0.708 | $ 0.295 | $ 0.103 | ||||||||||
Stock issued during period, value, new issues | $ 3,725 | $ 5,375 | $ 2,478 | $ 2,512 | $ 2,750 | $ 5,100 | $ 8,850 | $ 3,687 | $ 1,288 | ||||||||||
Options exercised | $ 19,250 | ||||||||||||||||||
Stock issued during period, value, issued for services | $ 2,953,985 | $ 3,789 | |||||||||||||||||
Common stock share issued | 355,033,405 | 51,487,764 | |||||||||||||||||
Common stock share outstanding | 355,033,405 | 51,487,764 | |||||||||||||||||
Share Exchange Agreement [Member] | |||||||||||||||||||
Number of shares issued | 295,986,724 | ||||||||||||||||||
FMW Media Corp LLC [Member] | |||||||||||||||||||
Number of shares issued | 300,000 | ||||||||||||||||||
Share issued price per share | $ 0.21 | ||||||||||||||||||
Stock issued during period, value, new issues | $ 63,000 | ||||||||||||||||||
Revision of Prior Period, Adjustment [Member] | |||||||||||||||||||
Common stock, shares authorized | 530,000,000 | ||||||||||||||||||
Stock issued during period, value, issued for services | |||||||||||||||||||
Board of Directors [Member] | |||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | ||||||||||||||||||
Preferred stock, no par value | $ 0 | ||||||||||||||||||
Preferred stock voting rights description | Each share of the preferred stock is entitled to one vote and is convertible into one share of common stock | ||||||||||||||||||
Elizabeth K.Stahl [Member] | |||||||||||||||||||
Stock issued during period, shares, issued for services | 40,000 | ||||||||||||||||||
Robin K. Walker [Member] | |||||||||||||||||||
Stock issued during period, shares, issued for services | 100,000 | ||||||||||||||||||
Greg Whyte [Member] | |||||||||||||||||||
Stock issued during period, shares, issued for services | 1,500,000 | ||||||||||||||||||
Greg Anthony [Member] | |||||||||||||||||||
Stock issued during period, shares, issued for services | 5,000,000 | ||||||||||||||||||
Frost [Member] | |||||||||||||||||||
Options exercised, shares | 250,000 | ||||||||||||||||||
Stock options, exercise price | $ 0.077 | $ 0.077 | |||||||||||||||||
Options exercised | $ 19,250 | ||||||||||||||||||
Stock options issued | 250,000 | ||||||||||||||||||
Stock options, description | The options vest at a rate of 25% every six months after the grant date | ||||||||||||||||||
Fair value of options | $ 15,809 | ||||||||||||||||||
Market price | $ 0.06 | ||||||||||||||||||
Jeff Deforrest [Member] | |||||||||||||||||||
Share issued price per share | $ 0.21 | ||||||||||||||||||
Stock issued during period, shares, issued for services | 50,000 | ||||||||||||||||||
Stock issued during period, value, issued for services | $ 10,500 | ||||||||||||||||||
Vincent [Member] | |||||||||||||||||||
Stock options, exercise price | $ 0.077 | ||||||||||||||||||
Stock options issued | 250,000 | ||||||||||||||||||
Stock options, description | The options vest at a rate of 25% every six months after the grant date and expire upon termination of employment. | ||||||||||||||||||
Fair value of options | $ 15,809 | ||||||||||||||||||
Market price | $ 0.06 | ||||||||||||||||||
Amortization od stock options | $ 5,912 |
SCHEDULE OF RESTATEMENT OF FINA
SCHEDULE OF RESTATEMENT OF FINANCIAL STATEMENTS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cash | $ 324,764 | $ 134,003 | ||
Accounts receivable | 525,379 | 269,962 | ||
Inventory | 215,641 | 50,536 | ||
Prepaid expense | 167,896 | 202,003 | ||
Total current assets | 1,233,680 | 656,504 | ||
Fixed assets, net | 263,466 | 286,099 | ||
Goodwill | 98,779,773 | |||
Total assets | 100,276,919 | 942,603 | ||
Notes payable - related party | 69,200 | |||
Notes payable | 100,800 | 934,568 | ||
Accounts payable and accrued expenses | 516,038 | 466,708 | ||
Accounts payable and accrued expenses - related party | 113,422 | |||
Stockholders’ advance | 36,211 | 36,211 | ||
PPP loan | 30,595 | |||
Deferred revenue | 1,370,871 | 1,378,502 | ||
Total current liabilities | 2,023,920 | 3,029,206 | ||
Capital deficit | 33,150 | |||
Notes payable | 847,554 | 263,300 | ||
Total non-current liabilities | 880,704 | 263,300 | ||
Total liabilities | 2,904,624 | 3,292,506 | ||
Preferred stock | ||||
Common stock | 6,181,050 | 3,091,136 | ||
Members’ deficit | (1,981,343) | |||
Additional paid in capital | 97,617,912 | (1,270,366) | ||
Non-controlling members’ deficit | (44,454) | |||
Accumulated deficit | (6,426,667) | (2,144,876) | ||
Total stockholders’ equity (deficit) | 97,372,295 | (2,349,903) | $ (426,681) | $ (399,670) |
Total liabilities and stockholders’ deficit | 100,276,919 | 942,603 | ||
Previously Reported [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cash | 324,764 | 485 | ||
Accounts receivable | 525,379 | |||
Inventory | 215,641 | |||
Prepaid expense | 167,896 | 3,000 | ||
Total current assets | 1,233,680 | 3,485 | ||
Fixed assets, net | 263,466 | |||
Goodwill | ||||
Total assets | 1,497,146 | 3,485 | ||
Notes payable - related party | 69,200 | |||
Notes payable | 100,800 | 20,800 | ||
Accounts payable and accrued expenses | 516,038 | 62,053 | ||
Accounts payable and accrued expenses - related party | 113,422 | |||
Stockholders’ advance | 36,211 | 36,211 | ||
PPP loan | ||||
Deferred revenue | 1,370,871 | |||
Total current liabilities | 2,023,920 | 301,686 | ||
Capital deficit | 33,150 | |||
Notes payable | 847,554 | |||
Total non-current liabilities | 880,704 | |||
Total liabilities | 2,904,624 | 301,686 | ||
Preferred stock | ||||
Common stock | 6,181,050 | 3,091,136 | ||
Members’ deficit | ||||
Additional paid in capital | (1,161,861) | (175,279) | ||
Non-controlling members’ deficit | ||||
Accumulated deficit | (6,426,667) | (3,214,058) | ||
Total stockholders’ equity (deficit) | (1,407,478) | (298,201) | (777,859) | (399,670) |
Total liabilities and stockholders’ deficit | 1,497,146 | 3,485 | ||
Revision of Prior Period, Adjustment [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cash | 133,518 | |||
Accounts receivable | 269,962 | |||
Inventory | 50,536 | |||
Prepaid expense | 199,003 | |||
Total current assets | 653,019 | |||
Fixed assets, net | 286,099 | |||
Goodwill | 98,779,773 | |||
Total assets | 98,779,773 | 939,118 | ||
Notes payable - related party | ||||
Notes payable | 913,768 | |||
Accounts payable and accrued expenses | 404,655 | |||
Accounts payable and accrued expenses - related party | ||||
Stockholders’ advance | ||||
PPP loan | 30,595 | |||
Deferred revenue | 1,378,502 | |||
Total current liabilities | 2,727,520 | |||
Capital deficit | ||||
Notes payable | 263,300 | |||
Total non-current liabilities | 263,300 | |||
Total liabilities | 2,990,820 | |||
Preferred stock | ||||
Common stock | ||||
Members’ deficit | (1,981,343) | |||
Additional paid in capital | 98,779,773 | (1,095,087) | ||
Non-controlling members’ deficit | (44,454) | |||
Accumulated deficit | 0 | 1,069,182 | ||
Total stockholders’ equity (deficit) | 98,779,773 | (2,051,702) | $ 351,178 | |
Total liabilities and stockholders’ deficit | $ 98,779,773 | $ 939,118 |
SCHEDULE OF RESTATEMENT OF STOC
SCHEDULE OF RESTATEMENT OF STOCKHOLDERS EQUITY (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Beginning balance, value | $ (2,349,903) | $ (399,670) | ||
Issuance of common stock for services | 2,953,985 | 3,789 | ||
Conversion of debt to common stock | 87,080 | 456,582 | ||
Amortization of stock options | 5,912 | |||
Net loss for the period ended September 30, 2020 | $ (226,320) | $ (663,755) | (4,281,791) | (493,294) |
Ending balance, value | 97,372,295 | (426,681) | 97,372,295 | (426,681) |
Previously Reported [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Beginning balance, value | (298,201) | (399,670) | ||
Issuance of common stock for services | 3,789 | |||
Conversion of debt to common stock | 456,582 | |||
Business combination | ||||
Amortization of stock options | 5,912 | |||
Net loss for the period ended September 30, 2020 | (844,474) | |||
Ending balance, value | (1,407,478) | (777,859) | (1,407,478) | (777,859) |
Revision of Prior Period, Adjustment [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Beginning balance, value | (2,051,702) | |||
Issuance of common stock for services | ||||
Conversion of debt to common stock | ||||
Business combination | ||||
Amortization of stock options | ||||
Net loss for the period ended September 30, 2020 | 351,178 | |||
Ending balance, value | 98,779,773 | 351,178 | 98,779,773 | 351,178 |
Preferred Stock [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Beginning balance, value | ||||
Balance, shares | ||||
Issuance of common stock for services | ||||
Issuance of common stock for services, shares | ||||
Conversion of debt to common stock | ||||
Conversion of debt to common stock, shares | ||||
Amortization of stock options | ||||
Net loss for the period ended September 30, 2020 | ||||
Ending balance, value | ||||
Balance, shares | 51 | 51 | ||
Preferred Stock [Member] | Previously Reported [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Beginning balance, value | ||||
Balance, shares | ||||
Issuance of common stock for services | ||||
Issuance of common stock for services, shares | ||||
Conversion of debt to common stock | ||||
Conversion of debt to common stock, shares | ||||
Business combination | ||||
Amortization of stock options | ||||
Net loss for the period ended September 30, 2020 | ||||
Ending balance, value | ||||
Balance, shares | ||||
Preferred Stock [Member] | Revision of Prior Period, Adjustment [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Beginning balance, value | ||||
Issuance of common stock for services | ||||
Conversion of debt to common stock | ||||
Business combination | ||||
Amortization of stock options | ||||
Net loss for the period ended September 30, 2020 | ||||
Ending balance, value | ||||
Common Stock [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Beginning balance, value | $ 3,091,136 | $ 2,669,024 | ||
Balance, shares | 51,487,764 | 36,075,995 | ||
Issuance of common stock for services | $ 2,953,985 | $ 3,789 | ||
Issuance of common stock for services, shares | 7,127,500 | 87,500 | ||
Conversion of debt to common stock | $ 87,080 | $ 416,848 | ||
Conversion of debt to common stock, shares | 181,417 | 15,336,769 | ||
Amortization of stock options | ||||
Net loss for the period ended September 30, 2020 | ||||
Ending balance, value | $ 6,181,050 | $ 3,089,661 | $ 6,181,050 | $ 3,089,661 |
Balance, shares | 355,033,405 | 51,500,264 | 355,033,405 | 51,500,264 |
Common Stock [Member] | Previously Reported [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Beginning balance, value | $ 2,669,024 | |||
Balance, shares | 36,075,995 | |||
Issuance of common stock for services | $ 3,789 | |||
Issuance of common stock for services, shares | 87,500 | |||
Conversion of debt to common stock | $ 416,848 | |||
Conversion of debt to common stock, shares | 15,336,769 | |||
Business combination | ||||
Amortization of stock options | ||||
Net loss for the period ended September 30, 2020 | ||||
Ending balance, value | $ 3,089,661 | $ 3,089,661 | ||
Balance, shares | 51,500,264 | 51,500,264 | ||
Common Stock [Member] | Revision of Prior Period, Adjustment [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Beginning balance, value | ||||
Issuance of common stock for services | ||||
Conversion of debt to common stock | ||||
Business combination | ||||
Amortization of stock options | ||||
Net loss for the period ended September 30, 2020 | ||||
Ending balance, value | ||||
Additional Paid-in Capital [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Beginning balance, value | $ (1,270,366) | (183,183) | ||
Issuance of common stock for services | ||||
Conversion of debt to common stock | 39,734 | |||
Amortization of stock options | 5,912 | |||
Net loss for the period ended September 30, 2020 | ||||
Ending balance, value | $ 97,617,912 | (137,537) | 97,617,912 | (137,537) |
Additional Paid-in Capital [Member] | Previously Reported [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Beginning balance, value | (183,183) | |||
Issuance of common stock for services | ||||
Conversion of debt to common stock | 39,734 | |||
Business combination | (575,911) | |||
Amortization of stock options | 5,912 | |||
Net loss for the period ended September 30, 2020 | ||||
Ending balance, value | (713,446) | (713,446) | ||
Additional Paid-in Capital [Member] | Revision of Prior Period, Adjustment [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Beginning balance, value | ||||
Issuance of common stock for services | ||||
Conversion of debt to common stock | ||||
Business combination | 575,911 | |||
Amortization of stock options | ||||
Net loss for the period ended September 30, 2020 | ||||
Ending balance, value | 575,911 | 575,911 | ||
Members Deficit [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Beginning balance, value | (1,981,343) | |||
Issuance of common stock for services | ||||
Conversion of debt to common stock | ||||
Amortization of stock options | ||||
Net loss for the period ended September 30, 2020 | ||||
Ending balance, value | ||||
Members Deficit [Member] | Previously Reported [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Beginning balance, value | ||||
Issuance of common stock for services | ||||
Conversion of debt to common stock | ||||
Business combination | ||||
Amortization of stock options | ||||
Net loss for the period ended September 30, 2020 | ||||
Ending balance, value | ||||
Members Deficit [Member] | Revision of Prior Period, Adjustment [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Beginning balance, value | ||||
Issuance of common stock for services | ||||
Business combination | ||||
Amortization of stock options | ||||
Net loss for the period ended September 30, 2020 | ||||
Ending balance, value | ||||
Non-controlling Members Deficit [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Beginning balance, value | (44,454) | |||
Issuance of common stock for services | ||||
Conversion of debt to common stock | ||||
Amortization of stock options | ||||
Net loss for the period ended September 30, 2020 | ||||
Ending balance, value | ||||
Non-controlling Members Deficit [Member] | Previously Reported [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Beginning balance, value | ||||
Issuance of common stock for services | ||||
Conversion of debt to common stock | ||||
Business combination | ||||
Amortization of stock options | ||||
Net loss for the period ended September 30, 2020 | ||||
Ending balance, value | ||||
Non-controlling Members Deficit [Member] | Revision of Prior Period, Adjustment [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Beginning balance, value | ||||
Issuance of common stock for services | ||||
Business combination | ||||
Amortization of stock options | ||||
Net loss for the period ended September 30, 2020 | ||||
Ending balance, value | ||||
Retained Earnings [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Beginning balance, value | (2,144,876) | (2,885,511) | ||
Issuance of common stock for services | ||||
Conversion of debt to common stock | ||||
Amortization of stock options | ||||
Net loss for the period ended September 30, 2020 | (4,281,791) | (493,294) | ||
Ending balance, value | $ (6,426,667) | (3,378,805) | $ (6,426,667) | (3,378,805) |
Retained Earnings [Member] | Previously Reported [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Beginning balance, value | (2,885,511) | |||
Issuance of common stock for services | ||||
Conversion of debt to common stock | ||||
Business combination | 575,911 | |||
Amortization of stock options | ||||
Net loss for the period ended September 30, 2020 | (844,474) | |||
Ending balance, value | (3,154,074) | (3,154,074) | ||
Retained Earnings [Member] | Revision of Prior Period, Adjustment [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Beginning balance, value | ||||
Issuance of common stock for services | ||||
Business combination | (575,911) | |||
Amortization of stock options | ||||
Net loss for the period ended September 30, 2020 | 351,178 | |||
Ending balance, value | $ (224,733) | $ (224,733) |
SCHEDULE OF RESTATEMENT OF CASH
SCHEDULE OF RESTATEMENT OF CASHFLOW (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net loss | $ (4,281,791) | $ (493,294) | ||
Depreciation expense | 22,633 | 31,365 | ||
Amortization expense | 460 | |||
Business combination | ||||
Loss on conversion of debt into common stock | 39,734 | |||
Gain on settlement of debt | (41,254) | |||
Stock-based compensation | $ 85,077 | $ 2,367 | 3,063,185 | 9,701 |
Impairment expense | 978,795 | |||
Loss on disposal of assets | 24,861 | |||
Gain on forgiveness of debt | (10,000) | |||
Accounts receivable | (255,417) | 94,966 | ||
Inventory | (165,105) | 24,861 | ||
Prepaid expense | 34,107 | 35,017 | ||
Accounts payable and accrued expenses | 49,328 | (22,461) | ||
Accounts payable and accrued expenses - related party | (113,422) | (60,226) | ||
Deferred revenue | (7,631) | (486,427) | ||
Net cash provided by (used in) operating activities | (716,572) | (811,443) | ||
Acquisition of BHI, net | ||||
Purchase of fixed assets | (10,792) | |||
Net cash used in investing activities | (10,792) | |||
Proceeds from stock options exercised | 19,250 | |||
Proceeds from loan | 957,283 | 872,826 | ||
Proceeds from related party loans and advances | 232,490 | |||
Repayment of notes payable to related parties | (69,200) | (126,369) | ||
Net cash provided by (used in) financing activities | 907,333 | 978,947 | ||
Net increase (decrease) in cash | 190,761 | 156,712 | ||
Cash at beginning of period | 134,003 | 268,359 | ||
Cash at end of period | 324,764 | 425,071 | 324,764 | 425,071 |
Cash paid for interest | ||||
Cash paid for taxes | ||||
Conversion of related party debt to common stock | 90,708 | 416,848 | ||
Previously Reported [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net loss | (4,281,791) | (493,294) | ||
Depreciation expense | 3,516 | 1,745 | ||
Amortization expense | 460 | |||
Business combination | 224,731 | |||
Loss on conversion of debt into common stock | ||||
Gain on settlement of debt | 41,254 | 39,734 | ||
Stock-based compensation | 3,063,185 | 9,701 | ||
Impairment expense | 978,795 | |||
Loss on disposal of assets | ||||
Gain on forgiveness of debt | ||||
Accounts receivable | (147,710) | |||
Inventory | (23,603) | |||
Prepaid expense | (42,709) | 4,121 | ||
Accounts payable and accrued expenses | 1,732 | 14,317 | ||
Accounts payable and accrued expenses - related party | (113,422) | 114,277 | ||
Deferred revenue | 572,497 | (1,189) | ||
Net cash provided by (used in) operating activities | 51,743 | (85,397) | ||
Acquisition of BHI, net | 759,658 | |||
Purchase of fixed assets | ||||
Net cash used in investing activities | 759,658 | |||
Proceeds from stock options exercised | 19,250 | |||
Proceeds from loan | 20,800 | |||
Proceeds from related party loans and advances | 57,989 | |||
Repayment of notes payable to related parties | (506,371) | |||
Net cash provided by (used in) financing activities | (487,121) | 78,789 | ||
Net increase (decrease) in cash | 324,279 | (6,608) | ||
Cash at beginning of period | 485 | 8,267 | ||
Cash at end of period | 324,764 | 1,659 | 324,764 | 1,659 |
Cash paid for interest | ||||
Cash paid for taxes | ||||
Conversion of related party debt to common stock | 90,708 | 416,848 | ||
Revision of Prior Period, Adjustment [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net loss | ||||
Depreciation expense | 19,117 | 29,620 | ||
Amortization expense | ||||
Business combination | ||||
Loss on conversion of debt into common stock | ||||
Gain on settlement of debt | (82,508) | (39,734) | ||
Stock-based compensation | ||||
Impairment expense | ||||
Loss on disposal of assets | 24,861 | |||
Gain on forgiveness of debt | (10,000) | |||
Accounts receivable | (107,707) | 94,966 | ||
Inventory | (141,502) | 24,861 | ||
Prepaid expense | 76,816 | 30,896 | ||
Accounts payable and accrued expenses | 47,596 | (36,778) | ||
Accounts payable and accrued expenses - related party | (174,503) | |||
Deferred revenue | (580,128) | (485,238) | ||
Net cash provided by (used in) operating activities | (768,315) | (541,049) | ||
Acquisition of BHI, net | (759,658) | |||
Purchase of fixed assets | (10,792) | |||
Net cash used in investing activities | (759,658) | (10,792) | ||
Proceeds from stock options exercised | ||||
Proceeds from loan | 957,283 | 852,026 | ||
Proceeds from related party loans and advances | 174,501 | |||
Repayment of notes payable to related parties | 437,171 | (126,369) | ||
Net cash provided by (used in) financing activities | 1,394,454 | 900,158 | ||
Net increase (decrease) in cash | (133,518) | 348,317 | ||
Cash at beginning of period | 133,518 | 260,092 | ||
Cash at end of period | $ 608,409 | 608,409 | ||
Cash paid for interest | ||||
Cash paid for taxes | ||||
Conversion of related party debt to common stock |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - FVP Servicing LLC [Member] - USD ($) | Dec. 31, 2021 | Dec. 30, 2021 |
Subsequent Event [Line Items] | ||
Debt face amount | $ 500,000 | |
Debt instrument, interest rate | 12.00% | |
Maturity date | Dec. 20, 2023 | |
Debt Instrument, Periodic Payment | $ 20,833 |