Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 10, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
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 | 368,620,905 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 916,589 | $ 423,165 |
Accounts receivable, net | 839,187 | 91,520 |
Inventory | 145,879 | 161,235 |
Prepaid expense | 503,511 | 88,134 |
Deferred costs | 87,500 | |
Other current assets | 800 | |
Total current assets | 2,493,466 | 764,054 |
Fixed assets, net | 85,827 | 71,036 |
Intangible assets, net | 280,000 | 287,500 |
Goodwill | 29,660,231 | 29,493,398 |
Total assets | 32,519,524 | 30,615,988 |
Current liabilities | ||
Notes payable | 80,000 | |
Accounts payable and accrued expenses | 543,128 | 436,896 |
Stockholders’ advance | 36,211 | 36,211 |
PPP loan | 20,800 | 20,800 |
Loan payable | 501,724 | |
Deferred revenue | 1,889,673 | 1,388,126 |
Total current liabilities | 3,071,536 | 1,882,033 |
Non-current liabilities | ||
Other non-current liability | 380,000 | |
Notes payable, net of current portion | 1,310,206 | 1,288,887 |
Total non-current liabilities | 1,690,206 | 1,288,887 |
Total liabilities | 4,761,742 | 3,170,920 |
Commitments and contingencies - Note 7 | ||
Stockholders’ equity | ||
Preferred stock - no par value, 5,000,000 shares authorized, 51 and 51 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | ||
Common stock - no par value, 600,000,000 shares authorized, 369,608,405 and 358,070,905 shares issued, issuable, and outstanding at March 31, 2022 and December 31, 2021, respectively | 30,979,945 | 30,362,949 |
Accumulated deficit | (3,222,163) | (2,917,881) |
Total stockholders’ equity | 27,757,782 | 27,445,068 |
Total liabilities and stockholders’ equity | $ 32,519,524 | $ 30,615,988 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, no par value | $ 0 | $ 0 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 51 | 51 |
Preferred stock, shares outstanding | 51 | 51 |
Common Stock, No Par Value | $ 0 | $ 0 |
Common Stock, Shares Authorized | 600,000,000 | 600,000,000 |
Common Stock, Shares, Issued | 369,608,405 | 358,070,905 |
Common Stock, Shares, Outstanding | 369,608,405 | 358,070,905 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 2,121,736 | $ 1,905,339 |
Operating expenses | ||
Direct costs of revenue | 696,005 | 801,511 |
Professional fees | 316,148 | 53,366 |
Salary and related expenses | 718,095 | 523,761 |
Stock-based compensation | 85,900 | |
Marketing expense | 48,314 | 29,765 |
Rent expense | 166,490 | 81,715 |
Other general and administrative expenses | 379,094 | 387,123 |
Total operating expenses | 2,410,046 | 1,877,241 |
Income (loss) from operations | (288,310) | 28,098 |
Other income (expenses) | ||
Interest expense | (15,972) | (9,468) |
Total other income (expenses) | (15,972) | (9,468) |
Net income (loss) | $ (304,282) | $ 18,630 |
Earnings (loss) per share - basic and fully diluted | $ 0 | $ 0 |
Weighted average number of shares of common stock - basic and fully diluted | 360,995,488 | 45,323,448 |
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] | Noncontrolling Interest [Member] | Retained Earnings [Member] | Total |
Beginning balance at Dec. 31, 2020 | $ 100 | $ (1,981,343) | $ (44,454) | $ (26,005) | $ (2,051,702) | ||
Beginning balance, shares at Dec. 31, 2020 | |||||||
Issuance of common stock for services | |||||||
Issuance of common stock for services, shares | |||||||
Net loss | 18,630 | 18,630 | |||||
Ending balance at Mar. 31, 2021 | 100 | (1,981,343) | (44,454) | (7,375) | (2,033,072) | ||
Ending balance, shares at Mar. 31, 2021 | |||||||
Beginning balance at Dec. 31, 2021 | $ 30,362,949 | (2,917,881) | 27,445,068 | ||||
Beginning balance, shares at Dec. 31, 2021 | 51 | 358,070,905 | |||||
Issuance of common stock for services | $ 85,900 | 85,900 | |||||
Issuance of common stock for services, shares | 1,537,500 | ||||||
Issuance of common stock for acquisition | $ 531,096 | 531,096 | |||||
Issuance of common stock for acquisition, shares | 10,000,000 | ||||||
Net loss | (304,282) | (304,282) | |||||
Ending balance at Mar. 31, 2022 | $ 30,979,945 | $ (3,222,163) | $ 27,757,782 | ||||
Ending balance, shares at Mar. 31, 2022 | 51 | 369,608,405 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (304,282) | $ 18,630 |
Net loss attributable to non-controlling interest | ||
Adjustments to reconcile net loss to net cash used in operations: | ||
Depreciation and amortization expense | 13,899 | 6,573 |
Stock-based compensation | 85,900 | |
Change in assets and liabilities, net of effects of acquisition of business: | ||
Accounts receivable | (309,943) | (92,072) |
Inventory | 15,356 | (30,698) |
Prepaid expense | (415,377) | 79,816 |
Other assets | (1,816) | |
Deferred costs | (87,500) | |
Accounts payable and accrued expenses | (85,260) | 131,723 |
Accounts payable and accrued expenses – related party | (113,422) | |
Deferred revenue | 281,630 | (622,246) |
Net cash used in operating activities | (805,577) | (654,107) |
Cash flows provided by investing activities: | ||
Acquisition of Rush Soccer | 1,216,126 | |
Acquisition of BHI | 134,003 | |
Purchase of fixed assets | (17,125) | 3,201 |
Net cash provided by investing activities | 1,199,001 | 137,204 |
Cash flows from financing activities: | ||
Proceeds from notes payable | 100,000 | |
Proceeds from private placement of BHI common stock | 733,000 | |
Proceeds from loans | 1,493,923 | |
Repayment of notes payable | (923,768) | |
Net cash provided by financing activities | 100,000 | 1,303,155 |
Net increase in cash | 493,424 | 786,252 |
Cash at beginning of period | 423,165 | 134,003 |
Cash at end of period | 916,589 | 920,255 |
Cash paid for interest | 23,651 | 45,522 |
Cash paid for taxes |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 3 Months Ended |
Mar. 31, 2022 | |
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 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. 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 April 24, 2020, the Company formed a wholly owned subsidiary in Wisconsin called “Altitude Sports Management Corp.,” which has no activity to date. On July 6, 2021, Altitude International Holdings, Inc. (“Altitude” or the “Company”) entered into a Share Exchange Agreement (the “Agreement”) with Breunich Holdings, Inc., a Delaware entity (“BHI”). BHI is a holding company with seven operating LLCs, including CMA Soccer, LLC, ITA-USA Enterprise LLC, Trident Water LLC, North Miami Beach Academy LLC, NVL Volleyball Academy LLC, Six Log Cleaning and Sanitizing LLC, and Altitude Wellness LLC. Pursuant to the terms of 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. Certain subsidiaries have filed for dba’s to reflect the new corporate structure and the Altitude brand. For financial reporting purposes, the acquisition of BHI and the change of control in connection with the acquisition represented a “reverse merger” and BHI is deemed to be the accounting acquirer in the transaction. BHI is the acquirer for financial reporting purposes, and the Company (Altitude International Holdings, Inc.) is the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the acquisition are those of BHI. See Note 3. On November 5, 2021, the Company formed Altitude Online Learning LLC, a Florida limited liability company. As of December 31, 2021, this entity had no activity. Nature of Operations Altitude International Holdings, Inc., is a holding company comprised of multiple scalable related revenue streams that together create a vertically integrated high-performance sports, education, and technology group. Our mission is to redefine and revolutionize athletic preparation and training, while providing relief, opportunity, and wellness to those that need it the most. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
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. The unaudited condensed consolidated financial statements of the Company for the three month periods ended March 31, 2022, and 2021 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments unless otherwise indicated), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2021, was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2022. These financial statements should be read in conjunction with that report. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Altitude. All significant intercompany balances and transactions have been eliminated in the consolidation. The consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles (“GAAP”) and stated in United States dollars, have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission. ITA-USA Enterprise LLC, CMA Soccer LLC NVL Academy LLC Trident Water LLC North Miami Beach Academy LLC Six Log Cleaning & Sanitizing, LLC Altitude International, Inc. Altitude Wellness LLC Altitude Online Learning LLC Altitude Sports Management Corp. All intercompany accounts and transactions are eliminated in consolidation. Going Concern and Liquidity We have incurred recurring losses since inception and expect to continue to incur losses as a result of legal and professional fees and our corporate general and administrative expenses. On March 31, 2022, we had $ 916,350 in cash. Our net losses incurred for the three months ended March 31, 2022 were $ 304,282 and the working capital deficit was $ 594,933 at March 31, 2022. As a result, there is substantial doubt about our ability to continue as a going concern. In the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition and long-term prospects. The Company expects to seek to obtain additional funding through increased revenues and future financings. There can be no assurance as to the availability or terms upon which such financing and capital might be available. The accompany financial statements have been prepared assuming that the Company will continues as a going concern. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash is comprised of cash balances. Cash is held at major financial institutions and is subject to credit risk to the extent that those balances exceed applicable Federal Deposit Insurance Corporation (“FDIC”) of $ 250,000 666,350 173,000 Accounts Receivable Accounts receivable for tuition and for the soccer league is recorded by the Company. As of March 31, 2022, and December 31, 2021, the net balances were $ 401,463 91,520 , net of allowances. There were allowances for doubtful accounts of $ 203,736 and $ 205,455 at March 31, 2022 and December 31, 2021, respectively. The credit terms provided are as follows: 1. Altitude Academies – The tuition is paid typically in two installments but, on a case-by-case basis, modifications do occur. 2. Rush Soccer – Rebates for soccer kits purchased by club members and membership rebates. 3. Altitude Water – The normal credit terms is 50% down with final payment upon delivery. 4. Altitude Chambers – The normal credit terms is 50% down with progress payments until final payment upon delivery. Bad debt expense is determined based on the aging of accounts receivable and subsequent collections. Typically, receivables aged 60 days, or more is reviewed for determination. Receivables over 90 days, unless payment terms with some payments made to date, are reserved as additional allowance for doubtful accounts. Fixed Assets Fixed assets are stated at cost, net of accumulated depreciation. Expenditures that extend the life, increase the capacity, or improve the efficiency of property and equipment are capitalized, while expenditures for repairs and maintenance are expensed as incurred. Depreciation is recognized using the straight-line method over the following approximate useful lives: SCHEDULE OF ESTIMATED USEFUL LIVES Computers, software, and office equipment 1 6 Machinery and equipment 3 5 Leasehold improvements Lesser of lease term or estimated useful life Operating / shop equipment 4 7 Transportation equipment 5 6 Leases In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) as codified in Accounting Standards Codification (“ASC”) No. 842 (“ASC 842”). ASU 2016-02, ASC 842, and additional issued guidance are intended to improve financial reporting of leasing transactions by requiring organizations that lease assets to recognize assets and liabilities for the rights and obligations created by leases that extend more than twelve months. As a result of the adoption of the new lease accounting guidance using the effective date transition method, on January 1, 2019, the Company did not have any lease obligations that extended more than twelve months. We include options to extend or terminate the lease in the lease term for accounting considerations, when it is reasonably certain that we will exercise that option. Our leases have remaining lease terms of less than 1 year. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We do not recognize leases with an initial term of twelve months or less on the balance sheet and instead recognize the related lease payments as expense in the consolidated statements of income on a straight-line basis over the lease term. We account for lease and non-lease components as a single lease component for all asset classes. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Inventory and Direct Costs of Revenue The inventory is comprised of Atmospheric Water Generators (“AWG’s”) at Trident and chamber related parts at Altitude International and are valued at the lower of cost or market. As of March 31, 2022, and December 31, 2021, the inventory was valued at $ 145,879 and $ 161,235 , respectively. Inventory is comprised of: SCHEDULE OF INVENTORY Finished Goods $ 22,500 Parts 123,379 Total $ 145,879 Impairment of Long-Lived Assets The Company’s long-lived assets and other assets (consisting of property and equipment) are reviewed for impairment in accordance with the guidance of the FASB ASC Topic 360-10, Property, Plant, and Equipment. Long lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Revenue Recognition Our sales are generated from six revenue streams: 1) contracts with customers for the design, development, manufacture, and installation of simulated altitude athletic equipment, 2) sports training and academic tuition, and 3) hosting events, 4) membership fees, 5) uniform sales, and 6) sale of atmospheric water generators. For the simulated athletic equipment and the water filtration systems, we provide our products under fixed-price contracts. Under fixed-price contracts, we agree to perform the specified work for a pre-determined price. To the extent our actual costs vary from the estimates upon which the price was negotiated, we will generate more or less profit or could incur a loss. We account for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. We evaluate the products or services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. The products and services in our contracts are typically not distinct from one another due to their complex relationships, customization, and the significant contract management functions required to perform under the contract. Accordingly, our contracts are typically accounted for as one performance obligation, except for the simulated altitude athletic equipment whereas there is a service obligation over a period of time. We determine the transaction price for each contract based on the consideration we expect to receive for the products or services being provided under the contract. In regard to the simulated altitude athletic equipment and the atmospheric water generators (“AWG”), we recognize revenue as performance obligations are satisfied and the customer obtains control of the products and services. In determining when performance obligations are satisfied, we consider factors such as contract terms, payment terms and whether there is an alternative future use of the product or service. Substantially all of our revenue is recognized over time as we perform under the contract because if our customer were to terminate the contract for reasons other than our non-performance, we would have the right to recover damages which would include, among other potential damages, the right to payment for our work performed to date plus a reasonable profit to deliver products or services that do not have an alternative use to us. In regard to the sports training and academics tuition revenue recognition policy, the tuition is recognized over the course of the training period which is typically a semester. In determining when performance obligations are satisfied, we consider factors as to actual attendance at the academy. In regard to the revenue associated with Rush Soccer, the revenue related to events is recognized at the time of the event. The revenue associated with uniforms is recognized at the time of delivery. Membership fees are recognized at the beginning of the membership period. In regard to the simulated athletic equipment and the atmospheric water generators, the revenue is recognized upon delivery and/or installation, specific to the customer. 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 number of students in each program and the recognition of revenue. A deposit made to the Company for tuition is contractually non-refundable. As of March 31, 2022, and December 31, 2021, deferred revenue amounted to $ 1,889,673 and $ 1,388,126 , respectively. Stock-Based Compensation The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. Fair Value of Financial Instruments The book values of cash, accounts receivable, and accounts payable approximate their respective fair values due to the short-term nature of these instruments. The fair value hierarchy under GAAP distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels ● Level one — Quoted market prices in active markets for identical assets or liabilities; ● Level two — Inputs other than level one inputs that are either directly or indirectly observable; and ● Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use. Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter. 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. The Company does not have any dilutive shares of common stock as of March 31, 2022, or December 31, 2021. 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 liability for uncertain tax positions as of March 31, 2022. Interest and penalties in any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the three months ended March 31, 2022. 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 value and are amortized taking into account the character of the acquired intangible asset and the expected period of benefit. The Company evaluates intangible assets for impairment, at a minimum, on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated undiscounted future cash flows. Recoverability of intangible assets is measured by comparing their net book value to the related projected undiscounted cash flows from these assets, considering a number of factors, including past operating results, budgets, economic projections, market trends, and product development cycles. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired, and a second test is performed to measure the amount of impairment loss. The Company tests its goodwill using a market-based approach to determine the estimated fair value of the reporting unit as to which the goodwill has been allocated. As of March 31, 2022, based on the assessment of Management, the Company determined that goodwill associated with the share exchange in which the Company acquired BHI amounting to $ 29,493,398 . The Company will evaluate goodwill annually for any impairment. The Company also determined that the acquisition of Soccer Partners (see Note 4) had provisional goodwill of $ 166,834 . The Company will have an independent valuation of the acquisition to determine any change in the estimated amount recorded. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options Recently Issued Accounting Standards: Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
ACQUISITION
ACQUISITION | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITION | NOTE 3 – ACQUISITION On March 7, 2022, Altitude International Holdings, Inc. and CMA Soccer LLC entered into a Consulting, Management and License Agreement with Soccer Partners America (“Soccer Partners”), a Colorado not for profit corporation. Soccer Partners, under the brand name of Rush Soccer, has developed the largest known network of affiliated independent youth soccer clubs and with CMA Soccer, will establish a Rush residential academy program and a men’s professional soccer team. As part of the agreement, certain members of the management of Soccer Partners were granted a combined total of 10,000,000 shares of common stock of the Company and employment agreements for five individuals. The Company’s common stock is not historically traded at significant volume which has caused significant fluctuations in the price per share. For the initial valuation, the stock was valued at $ 0.056 per share per the closing price on March 4, 2022, or $ 556,000 . The Company also pays consideration of $ 20,000 20 400,000 166,834 , and may be adjusted based on management’s final determination of the fair value of the assets and liabilities acquired. The following table summarizes the consideration given for Altitude and the fair values of the assets and liabilities assumed at the acquisition date. SCHEDULE OF BUSINESS COMBINATIONS AT FAIR VALUE Consideration given: Common stock shares given $ 556,000 Future consideration 400,000 Total consideration given $ 956,000 Fair value of identifiable assets acquired, and liabilities assumed: Cash $ 1,216,126 Accounts receivable 447,941 Prepaid expenses 118,150 Other current assets 800 Fixed assets, net 4,065 Loan payable (501,724 ) Accounts payable and accrued expenses (176,275 ) Deferred revenue (219,917 ) Note payable (100,000 ) Total identifiable net asset 789,166 Goodwill 166,834 Total consideration $ 956,000 Pro-Forma Financial Information The following unaudited pro-forma data summarizes the result of operations for the three months ended March 31, 2021, and 2020, as if the acquisition Rush Soccer had been completed on January 1, 2021. The pro-forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2021. SCHEDULE OF PRO-FORMA FINANCIAL INFORMATION ALTD Soccer Adjustments Total For the Three Months Ended March 31, 2022 Rush Pro-forma ALTD Soccer Adjustments Total Revenue and income, net $ 1,884,066 $ 881,066 $ - $ 2,765,132 Operating expenses 2,282,139 1,074,045 - 3,356,184 Loss from operations (398,073 ) (192,979 ) - (591,052 ) Other income (expense) (15,972 ) - - (15,972 ) Net loss $ (414,045 ) $ (192,979 ) $ - $ (607,024 ) Net loss per common share - basic and fully diluted $ (0.00 ) $ (0.00 ) Weighted average number of common shares outstanding during the period - basic and fully diluted 360,995,488 370,995,488 ALTD Soccer Adjustments Total For the Three Months Ended March 31, 2021 Rush Pro-forma ALTD Soccer Adjustments Total Revenue and income, net $ 1,905,339 $ 385,628 $ - $ 2,290,967 Operating expenses 1,877,241 391,427 - 2,268,668 Income (loss) from operations 28,098 (5,799 ) - 22,299 Other income (expense) (9,468 ) - - (9,468 ) Net income (loss) $ 18,630 $ (5,799 ) $ - $ 12,831 Net income (loss) per common share - basic and fully diluted $ 0.00 $ 0.00 Weighted average number of common shares outstanding during the period - basic and fully diluted 55,241,426 65,241,426 |
FIXED ASSETS
FIXED ASSETS | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | NOTE 4 – FIXED ASSETS The Company has fixed assets related to computer and equipment, furniture and fixtures, leasehold improvements, operating / shop equipment and transportation equipment. The depreciation of the equipment is over a three-year period. As of March 31, 2022, and December 31, 2021, the Company had fixed assets, net of accumulated depreciation, of $ 85,827 and $ 71,036 , respectively. The fixed assets are as follows: SCHEDULE OF FIXED ASSETS March 31, December 31, 2022 2021 Computer and equipment $ 149,401 $ 148,893 Furniture and fixtures 21,956 17,331 Leasehold improvements 162,840 234,835 Operating / shop equipment 273,180 185,128 Transportation equipment 36,991 36,991 Total fixed assets 644,368 623,178 Less: Accumulated depreciation 558,541 552,142 Total fixed assets, net $ 85,827 $ 71,036 Depreciation for the three months ended March 31, 2022, and 2021 was $ 6,399 6,573 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 5 – GOODWILL AND INTANGIBLE ASSETS The Company has goodwill related to the acquisition of Altitude International Holdings, Inc. As of March 31, 2022, and December 31, 2021, the Company had goodwill of $ 29,660,231 and $ 29,493,398 , respectively. The Company has intangible assets related to the license agreement between Altitude International, Inc. and Sporting Edge. The Company is amortizing this intangible asset over a period of ten years. As of March 31, 2022, and December 31, 2021, the intangible assets were $ 280,000 287,500 7,500 0 The future amortization of the license agreement is as follows: SCHEDULE OF INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE 2022 $ 22,500 2023 30,000 2024 30,000 2025 30,000 2026 30,000 Thereafter 137,500 Total $ 280,000 |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 6 – NOTES PAYABLE SCHEDULE OF NOTES PAYABLE March 31, 2022 December 31, 2021 Principal Accrued Interest Total Principal Accrued Interest Total SBA EIDL $ 149,169 $ $ 149,169 $ 149,169 $ - $ 149,169 FVPO Funds - - - 91,758 20,574 112,332 Grand Slam 427,637 - 427,637 434,560 - 434,560 FVPO Funds 600,000 - 600,000 500,000 - 500,000 SBA EIDL 113,400 - 113,400 113,400 - 113,400 SBA 100,000 - 100,000 - - - Total $ 1,390,206 $ - $ 1,390,206 $ 1,288,887 $ 20,574 $ 1,309,461 On May 5, 2020, the Company received $ 20,800 20,800 20,800 On January 11, 2019, ITA entered into a Term Loan Commitment (the “Loan Note”) with Feenix, which provides for a loan of $ 300,000 three 8.5 91,758 On October 31, 2011, ITA entered into a Promissory Loan (the “Loan Note”) with Grand Slam Partners (“Grand Slam”), which provides for a loan of $ 735,714 st 25 30,000 427,637 434,560 On May 27, 2020, and August 25, 2020, ITA and NVL received unsecured loans from the Small Business Administration (“SBA”) of $ 149,900 113,400 3.75 149,169 113,400 On December 20, 2021, Trident Water and Altitude International Holdings, Inc. entered into an unsecured Loan Agreement with FVP Servicing, LLC for $ 500,000 . The loan matures on December 20, 2023 , and bears interest of 12 %. The balance as of December 31, 2021 was $ 500,000 . The loan is secured by the assets of Trident Water and Altitude International Holdings, Inc. and guaranteed by all entities of the Company. On February 8, 2022, the Company entered into a First Amendment to Loan Agreement for an additional incremental advance of $ 100,000 . As of March 31, 2022, and December 31, 2021, the balances were $ 600,000 and $ 500,000 , respectively. On April 29, 2022, the Company entered into a Second Amendment to Loan Agreement (see Note 11). In the acquisition of Soccer America (see Note 3), the Company assumed the SBA loan dated June 15, 2020 with a balance of $ 100,000 . The promissory note requires monthly payments of $ 641 . The promissory note matures on June 15, 2050 and bears interest of 2.75 %. The promissory note is secured by the assets of Soccer America. As of March 31, 2022, the balance was $ 100,000 . |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 – COMMITMENTS AND CONTINGENCIES The Company is subject, from time to time, to claims by third parties under various legal disputes. The defense of such claims, or any adverse outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition and cash flows. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. On June 27, 2017, Altitude entered a license agreement with Sporting Edge UK, Sporting Edge UK is the sole and exclusive owner of and has the right to license to licensee the ability to manufacture and sell rights to the full range of membrane-based systems for the production of reduced oxygen environments and associated services as well as the use of patents and trademarks held by Sporting Edge UK or Vincent. On January 24, 2019, Altitude and Sporting Edge UK entered into a Revised Licensing Agreement that grants a license to Altitude to use Sporting Edge UK’s proprietary technology related to properly engineered, membrane-based designs for simulated altitude training equipment. The annual license fee under the revised agreement is $1.00 per year. The product line ranges from personal at home use machines to fully integrated environmental rooms and chambers. Altitude has the licensing rights to use all technology to manufacture the products and to sell them (directly or through distributors) in the following territories ● The Continent of North America, Central America and South America. ● Other territories as may be agreed from time to time, on a temporary or permanent basis. All royalty amounts due under the 2017 license agreement were waived. The Company will continue to pay for equipment per the agreement. On October 31, 2021, Altitude Wellness LLC and 16929 Wellness Consultants Inc. (“16929 Wellness”) entered into a Management Agreement. As part of the agreement, the Company pays the management of 16929 Wellness a monthly payment of $ 20,000 six months following the date of the agreement or the day that the monthly management fee from selling franchises is greater than $ 20,000 20,000 The Company will pay 16929 Wellness a monthly fee of $ 1,250 20% 8,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 – RELATED PARTY TRANSACTIONS In 2022, the Company compensated Gregory Breunich and Gabriel Jaramillo collectively $ 90,000 In 2022, the Company compensated Gregory Breunich $ 20,000 The above balances were paid during the period ended March 31, 2022. The payments are reflected in professional fees on the statement of operations for the three months ended March 31, 2022. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 9 – 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 21, 2021, the Company filed a Certificate of Designation for Series A Preferred Stock. The Series A Preferred Stock shares vote together with the common stock and has voting rights equal to 0.019607 multiplied by the total issued and outstanding shares of common stock eligible (the “Numerator”) to vote at the time of the respective vote divided by 0.49 minus the Numerator. As of December 31, 2021, with 358,070,905 the 51 shares of Series A Preferred Stock would have 369,547,734 votes per share of Series A Preferred Stock On July 23, 2021, the Company issued 51 As of March 31, 2022, and December 31, 2021, the Company had 51 51 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, 2022, the Company issued its legal counsel 12,500 0.119 1,488 On February 1, 2022, the Company issued its legal counsel 12,500 0.069 862 On February 22, 2022, the Company issued 1,000,000 0.055 55,000 On March 1, 2022, the Company issued its legal counsel 12,500 0.06 750 On March 17, 2022, the Company issued a consultant 500,000 0.0556 27,800 On March 7, 2022, Altitude International Holdings, Inc. and CMA Soccer LLC entered into a Consulting, Management and License Agreement with Soccer Partners America (“Soccer Partners”), a Colorado not for profit corporation. Soccer Partners, under the brand name of Rush Soccer, has developed the largest known network of affiliated independent youth soccer clubs and with CMA Soccer, will establish a Rush residential academy program and a men’s professional soccer team. As part of the agreement, certain members of the management of Soccer Partners were granted a combined total of 10,000,000 shares of common stock of the Company and employment agreements for five individuals. The common stock of the Company is thinly traded and had a value of $ 0.0556 per share, therefore the Company recorded the transaction at $ 556,000 . See Note 3. Stock Option Plan On February 13, 2018, the Company’s shareholders and Board of Directors approved the 2017 Incentive Stock Plan. There are currently no stock options currently issued and outstanding under the 2017 Plan, as all 250,000 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 10 – INCOME TAXES As of March 31, 2022, the Company has net operating loss carry forwards of $ 311,115 254,336 The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 21 SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) March 31, December 31, 2022 2021 Tax expense (benefit) at the statutory rate $ (45,860 ) $ (205,425 ) State income taxes, net of federal income tax benefit (10,919 ) (48,911 ) Change in valuation allowance 56,779 254,336 Total $ - $ - The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities. The tax years 2021 and 2020 remains to examination by federal agencies and other jurisdictions in which it operates. The tax effect of significant components of the Company’s deferred tax assets and liabilities at March 31, 2021, and December 31, 2021, are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES March 31, December 31, 2022 2021 Deferred tax assets: Net operating loss carryforward $ 311,115 $ 254,336 Timing differences - - Total gross deferred tax assets 311,115 254,336 Less: Deferred tax asset valuation allowance (311,115 ) (254,336 ) Total net deferred taxes $ - $ - In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Because of the historical earnings history of the Company, the net deferred tax assets for 2022 and 2021 were fully offset by a 100 311,115 254,336 |
REVENUE CLASSES
REVENUE CLASSES | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE CLASSES | NOTE 11 – REVENUE CLASSES The Company has six distinct revenue streams: altitude chambers, tuition-based sports academies, hosting events, membership fees, uniform sales and atmospheric water generators. Selected financial information for the Company’s operating revenue classes are as follows: SCHEDULE OF OPERATING REVENUE CLASSES For the Three For the Three Months ended Months ended March 31, 2022 March 31, 2021 Revenues: Altitude chambers $ 216,445 $ - Tuition-based sports academies 1,787,222 1,715,981 Hosting events - - Uniform sales 30,351 - Membership fees 25,613 - Atmospheric water generators 62,105 189,358 Total $ 2,121,736 $ 1,905,339 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS On April 1, 2022, the Company issued its legal counsel 12,500 0.0327 409 On April 27, 2022, the Company executed a Purchase and Sale Agreement (the “Agreement”) with Sandpiper Resort Properties, Inc. and Holiday Village of Sandpiper, Inc., for the sale of its property in Port Saint Lucie, Florida (the “Property”). The Property being sold in the Agreement is the Property on which the Company’s facilities are currently located and where the Company currently operates. The purchase price for the Property is $ 55,000,000 500,000 500,000 The Closing Date of the purchase of the Property shall occur no later than June 30, 2022, or at such time as the parties agree. The Company may assign the Agreement to an affiliate of the Company no later than five days prior to the Closing Date, as long as the Company is not released of its obligations under the Agreement and the Company is responsible for any associated costs. On April 29, 2022, the Company executed a Second Amendment to Loan Agreement with Feenix (see Note 6). This amendment relates to the Feenix loan dated December 20, 2021. The amendment provides the Company $ 2,650,000 On May 1, 2022, the Company issued its legal counsel 12,500 shares of common stock for legal work for May 2022. The common stock of the Company is thinly traded and had a value of $ 0.02755 344 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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. The unaudited condensed consolidated financial statements of the Company for the three month periods ended March 31, 2022, and 2021 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments unless otherwise indicated), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2021, was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2022. These financial statements should be read in conjunction with that report. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Altitude. All significant intercompany balances and transactions have been eliminated in the consolidation. The consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles (“GAAP”) and stated in United States dollars, have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission. ITA-USA Enterprise LLC, CMA Soccer LLC NVL Academy LLC Trident Water LLC North Miami Beach Academy LLC Six Log Cleaning & Sanitizing, LLC Altitude International, Inc. Altitude Wellness LLC Altitude Online Learning LLC Altitude Sports Management Corp. All intercompany accounts and transactions are eliminated in consolidation. |
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. On March 31, 2022, we had $ 916,350 in cash. Our net losses incurred for the three months ended March 31, 2022 were $ 304,282 and the working capital deficit was $ 594,933 at March 31, 2022. As a result, there is substantial doubt about our ability to continue as a going concern. In the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition and long-term prospects. The Company expects to seek to obtain additional funding through increased revenues and future financings. There can be no assurance as to the availability or terms upon which such financing and capital might be available. The accompany financial statements have been prepared assuming that the Company will continues as a going concern. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash is comprised of cash balances. Cash is held at major financial institutions and is subject to credit risk to the extent that those balances exceed applicable Federal Deposit Insurance Corporation (“FDIC”) of $ 250,000 666,350 173,000 |
Accounts Receivable | Accounts Receivable Accounts receivable for tuition and for the soccer league is recorded by the Company. As of March 31, 2022, and December 31, 2021, the net balances were $ 401,463 91,520 , net of allowances. There were allowances for doubtful accounts of $ 203,736 and $ 205,455 at March 31, 2022 and December 31, 2021, respectively. The credit terms provided are as follows: 1. Altitude Academies – The tuition is paid typically in two installments but, on a case-by-case basis, modifications do occur. 2. Rush Soccer – Rebates for soccer kits purchased by club members and membership rebates. 3. Altitude Water – The normal credit terms is 50% down with final payment upon delivery. 4. Altitude Chambers – The normal credit terms is 50% down with progress payments until final payment upon delivery. Bad debt expense is determined based on the aging of accounts receivable and subsequent collections. Typically, receivables aged 60 days, or more is reviewed for determination. Receivables over 90 days, unless payment terms with some payments made to date, are reserved as additional allowance for doubtful accounts. |
Fixed Assets | Fixed Assets Fixed assets are stated at cost, net of accumulated depreciation. Expenditures that extend the life, increase the capacity, or improve the efficiency of property and equipment are capitalized, while expenditures for repairs and maintenance are expensed as incurred. Depreciation is recognized using the straight-line method over the following approximate useful lives: SCHEDULE OF ESTIMATED USEFUL LIVES Computers, software, and office equipment 1 6 Machinery and equipment 3 5 Leasehold improvements Lesser of lease term or estimated useful life Operating / shop equipment 4 7 Transportation equipment 5 6 |
Leases | Leases In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) as codified in Accounting Standards Codification (“ASC”) No. 842 (“ASC 842”). ASU 2016-02, ASC 842, and additional issued guidance are intended to improve financial reporting of leasing transactions by requiring organizations that lease assets to recognize assets and liabilities for the rights and obligations created by leases that extend more than twelve months. As a result of the adoption of the new lease accounting guidance using the effective date transition method, on January 1, 2019, the Company did not have any lease obligations that extended more than twelve months. We include options to extend or terminate the lease in the lease term for accounting considerations, when it is reasonably certain that we will exercise that option. Our leases have remaining lease terms of less than 1 year. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We do not recognize leases with an initial term of twelve months or less on the balance sheet and instead recognize the related lease payments as expense in the consolidated statements of income on a straight-line basis over the lease term. We account for lease and non-lease components as a single lease component for all asset classes. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. |
Inventory and Direct Costs of Revenue | Inventory and Direct Costs of Revenue The inventory is comprised of Atmospheric Water Generators (“AWG’s”) at Trident and chamber related parts at Altitude International and are valued at the lower of cost or market. As of March 31, 2022, and December 31, 2021, the inventory was valued at $ 145,879 and $ 161,235 , respectively. Inventory is comprised of: SCHEDULE OF INVENTORY Finished Goods $ 22,500 Parts 123,379 Total $ 145,879 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company’s long-lived assets and other assets (consisting of property and equipment) are reviewed for impairment in accordance with the guidance of the FASB ASC Topic 360-10, Property, Plant, and Equipment. Long lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. |
Revenue Recognition | Revenue Recognition Our sales are generated from six revenue streams: 1) contracts with customers for the design, development, manufacture, and installation of simulated altitude athletic equipment, 2) sports training and academic tuition, and 3) hosting events, 4) membership fees, 5) uniform sales, and 6) sale of atmospheric water generators. For the simulated athletic equipment and the water filtration systems, we provide our products under fixed-price contracts. Under fixed-price contracts, we agree to perform the specified work for a pre-determined price. To the extent our actual costs vary from the estimates upon which the price was negotiated, we will generate more or less profit or could incur a loss. We account for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. We evaluate the products or services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. The products and services in our contracts are typically not distinct from one another due to their complex relationships, customization, and the significant contract management functions required to perform under the contract. Accordingly, our contracts are typically accounted for as one performance obligation, except for the simulated altitude athletic equipment whereas there is a service obligation over a period of time. We determine the transaction price for each contract based on the consideration we expect to receive for the products or services being provided under the contract. In regard to the simulated altitude athletic equipment and the atmospheric water generators (“AWG”), we recognize revenue as performance obligations are satisfied and the customer obtains control of the products and services. In determining when performance obligations are satisfied, we consider factors such as contract terms, payment terms and whether there is an alternative future use of the product or service. Substantially all of our revenue is recognized over time as we perform under the contract because if our customer were to terminate the contract for reasons other than our non-performance, we would have the right to recover damages which would include, among other potential damages, the right to payment for our work performed to date plus a reasonable profit to deliver products or services that do not have an alternative use to us. In regard to the sports training and academics tuition revenue recognition policy, the tuition is recognized over the course of the training period which is typically a semester. In determining when performance obligations are satisfied, we consider factors as to actual attendance at the academy. In regard to the revenue associated with Rush Soccer, the revenue related to events is recognized at the time of the event. The revenue associated with uniforms is recognized at the time of delivery. Membership fees are recognized at the beginning of the membership period. In regard to the simulated athletic equipment and the atmospheric water generators, the revenue is recognized upon delivery and/or installation, specific to the customer. |
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 number of students in each program and the recognition of revenue. A deposit made to the Company for tuition is contractually non-refundable. As of March 31, 2022, and December 31, 2021, deferred revenue amounted to $ 1,889,673 and $ 1,388,126 , respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The book values of cash, accounts receivable, and accounts payable approximate their respective fair values due to the short-term nature of these instruments. The fair value hierarchy under GAAP distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels ● Level one — Quoted market prices in active markets for identical assets or liabilities; ● Level two — Inputs other than level one inputs that are either directly or indirectly observable; and ● Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use. Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter. |
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. The Company does not have any dilutive shares of common stock as of March 31, 2022, or December 31, 2021. |
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 liability for uncertain tax positions as of March 31, 2022. Interest and penalties in any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the three months ended March 31, 2022. |
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 value and are amortized taking into account the character of the acquired intangible asset and the expected period of benefit. The Company evaluates intangible assets for impairment, at a minimum, on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated undiscounted future cash flows. Recoverability of intangible assets is measured by comparing their net book value to the related projected undiscounted cash flows from these assets, considering a number of factors, including past operating results, budgets, economic projections, market trends, and product development cycles. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired, and a second test is performed to measure the amount of impairment loss. The Company tests its goodwill using a market-based approach to determine the estimated fair value of the reporting unit as to which the goodwill has been allocated. As of March 31, 2022, based on the assessment of Management, the Company determined that goodwill associated with the share exchange in which the Company acquired BHI amounting to $ 29,493,398 . The Company will evaluate goodwill annually for any impairment. The Company also determined that the acquisition of Soccer Partners (see Note 4) had provisional goodwill of $ 166,834 . The Company will have an independent valuation of the acquisition to determine any change in the estimated amount recorded. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options Recently Issued Accounting Standards: Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 Lesser of lease term or estimated useful life Operating / shop equipment 4 7 Transportation equipment 5 6 |
SCHEDULE OF INVENTORY | Inventory is comprised of: SCHEDULE OF INVENTORY Finished Goods $ 22,500 Parts 123,379 Total $ 145,879 |
ACQUISITION (Tables)
ACQUISITION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF BUSINESS COMBINATIONS AT FAIR VALUE | The following table summarizes the consideration given for Altitude and the fair values of the assets and liabilities assumed at the acquisition date. SCHEDULE OF BUSINESS COMBINATIONS AT FAIR VALUE Consideration given: Common stock shares given $ 556,000 Future consideration 400,000 Total consideration given $ 956,000 Fair value of identifiable assets acquired, and liabilities assumed: Cash $ 1,216,126 Accounts receivable 447,941 Prepaid expenses 118,150 Other current assets 800 Fixed assets, net 4,065 Loan payable (501,724 ) Accounts payable and accrued expenses (176,275 ) Deferred revenue (219,917 ) Note payable (100,000 ) Total identifiable net asset 789,166 Goodwill 166,834 Total consideration $ 956,000 |
SCHEDULE OF PRO-FORMA FINANCIAL INFORMATION | The following unaudited pro-forma data summarizes the result of operations for the three months ended March 31, 2021, and 2020, as if the acquisition Rush Soccer had been completed on January 1, 2021. The pro-forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2021. SCHEDULE OF PRO-FORMA FINANCIAL INFORMATION ALTD Soccer Adjustments Total For the Three Months Ended March 31, 2022 Rush Pro-forma ALTD Soccer Adjustments Total Revenue and income, net $ 1,884,066 $ 881,066 $ - $ 2,765,132 Operating expenses 2,282,139 1,074,045 - 3,356,184 Loss from operations (398,073 ) (192,979 ) - (591,052 ) Other income (expense) (15,972 ) - - (15,972 ) Net loss $ (414,045 ) $ (192,979 ) $ - $ (607,024 ) Net loss per common share - basic and fully diluted $ (0.00 ) $ (0.00 ) Weighted average number of common shares outstanding during the period - basic and fully diluted 360,995,488 370,995,488 ALTD Soccer Adjustments Total For the Three Months Ended March 31, 2021 Rush Pro-forma ALTD Soccer Adjustments Total Revenue and income, net $ 1,905,339 $ 385,628 $ - $ 2,290,967 Operating expenses 1,877,241 391,427 - 2,268,668 Income (loss) from operations 28,098 (5,799 ) - 22,299 Other income (expense) (9,468 ) - - (9,468 ) Net income (loss) $ 18,630 $ (5,799 ) $ - $ 12,831 Net income (loss) per common share - basic and fully diluted $ 0.00 $ 0.00 Weighted average number of common shares outstanding during the period - basic and fully diluted 55,241,426 65,241,426 |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF FIXED ASSETS | SCHEDULE OF FIXED ASSETS March 31, December 31, 2022 2021 Computer and equipment $ 149,401 $ 148,893 Furniture and fixtures 21,956 17,331 Leasehold improvements 162,840 234,835 Operating / shop equipment 273,180 185,128 Transportation equipment 36,991 36,991 Total fixed assets 644,368 623,178 Less: Accumulated depreciation 558,541 552,142 Total fixed assets, net $ 85,827 $ 71,036 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE | The future amortization of the license agreement is as follows: SCHEDULE OF INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE 2022 $ 22,500 2023 30,000 2024 30,000 2025 30,000 2026 30,000 Thereafter 137,500 Total $ 280,000 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE | SCHEDULE OF NOTES PAYABLE March 31, 2022 December 31, 2021 Principal Accrued Interest Total Principal Accrued Interest Total SBA EIDL $ 149,169 $ $ 149,169 $ 149,169 $ - $ 149,169 FVPO Funds - - - 91,758 20,574 112,332 Grand Slam 427,637 - 427,637 434,560 - 434,560 FVPO Funds 600,000 - 600,000 500,000 - 500,000 SBA EIDL 113,400 - 113,400 113,400 - 113,400 SBA 100,000 - 100,000 - - - Total $ 1,390,206 $ - $ 1,390,206 $ 1,288,887 $ 20,574 $ 1,309,461 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) | SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) March 31, December 31, 2022 2021 Tax expense (benefit) at the statutory rate $ (45,860 ) $ (205,425 ) State income taxes, net of federal income tax benefit (10,919 ) (48,911 ) Change in valuation allowance 56,779 254,336 Total $ - $ - |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES March 31, December 31, 2022 2021 Deferred tax assets: Net operating loss carryforward $ 311,115 $ 254,336 Timing differences - - Total gross deferred tax assets 311,115 254,336 Less: Deferred tax asset valuation allowance (311,115 ) (254,336 ) Total net deferred taxes $ - $ - |
REVENUE CLASSES (Tables)
REVENUE CLASSES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF OPERATING REVENUE CLASSES | The Company has six distinct revenue streams: altitude chambers, tuition-based sports academies, hosting events, membership fees, uniform sales and atmospheric water generators. Selected financial information for the Company’s operating revenue classes are as follows: SCHEDULE OF OPERATING REVENUE CLASSES For the Three For the Three Months ended Months ended March 31, 2022 March 31, 2021 Revenues: Altitude chambers $ 216,445 $ - Tuition-based sports academies 1,787,222 1,715,981 Hosting events - - Uniform sales 30,351 - Membership fees 25,613 - Atmospheric water generators 62,105 189,358 Total $ 2,121,736 $ 1,905,339 |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) - shares | Mar. 01, 2022 | Feb. 01, 2022 | Jan. 02, 2022 | Jul. 06, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Number of common stock shares issued | 12,500 | 12,500 | 12,500 | |||
Preferred stock, shares issued | 51 | 51 | ||||
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 | |||||
Ownership percentage | 100.00% |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | Lesser of lease term or estimated useful life |
Minimum [Member] | Computers Software and Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 1 year |
Minimum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Minimum [Member] | Operating Shop Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 4 years |
Minimum [Member] | Transportation Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Maximum [Member] | Computers Software and Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 6 years |
Maximum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Maximum [Member] | Operating Shop Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Maximum [Member] | Transportation Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 6 years |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Finished Goods | $ 22,500 | |
Parts | 123,379 | |
Total | $ 145,879 | $ 161,235 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 07, 2022 | Dec. 31, 2021 | |
Cash | $ 916,350 | |||
Net income loss | 304,282 | $ (18,630) | ||
Working capital deficit | 594,933 | |||
Cash FDIC insured amount | 250,000 | |||
Cash, uninsured amount | 666,350 | $ 173,000 | ||
Accounts Receivable, after Allowance for Credit Loss | 401,463 | 91,520 | ||
Accounts Receivable, Allowance for Credit Loss | 203,736 | 205,455 | ||
Inventory, net | 145,879 | 161,235 | ||
Deferred revenue | 1,889,673 | 1,388,126 | ||
Goodwill | 29,660,231 | $ 166,834 | $ 29,493,398 | |
Soccer Partners [Member] | ||||
Goodwill | 166,834 | |||
Breunich Holdings,Inc.[Member] | ||||
Goodwill | $ 29,493,398 |
SCHEDULE OF BUSINESS COMBINATIO
SCHEDULE OF BUSINESS COMBINATIONS AT FAIR VALUE (Details) - USD ($) | Mar. 31, 2022 | Mar. 07, 2022 | Dec. 31, 2021 |
Consideration given: | |||
Common stock shares given | $ 556,000 | ||
Future consideration | 400,000 | ||
Total consideration given | 956,000 | ||
Fair value of identifiable assets acquired, and liabilities assumed: | |||
Cash | 1,216,126 | ||
Accounts receivable | 447,941 | ||
Prepaid expenses | 118,150 | ||
Other current assets | 800 | ||
Fixed assets, net | 4,065 | ||
Loan payable | (501,724) | ||
Accounts payable and accrued expenses | (176,275) | ||
Deferred revenue | (219,917) | ||
Note payable | (100,000) | ||
Total identifiable net asset | 789,166 | ||
Goodwill | $ 29,660,231 | 166,834 | $ 29,493,398 |
Total consideration | $ 956,000 |
SCHEDULE OF PRO-FORMA FINANCIAL
SCHEDULE OF PRO-FORMA FINANCIAL INFORMATION (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Business Acquisition [Line Items] | ||
Revenue and income, net | $ 2,765,132 | $ 2,290,967 |
Operating expenses | 3,356,184 | 2,268,668 |
Income (loss) from operations | (591,052) | 22,299 |
Other income (expense) | (15,972) | (9,468) |
Net income (loss) | $ (607,024) | $ 12,831 |
Net income (loss) per common share - basic and fully diluted | $ 0 | $ 0 |
Weighted average number of common shares outstanding during the period - basic and fully diluted | 370,995,488 | 65,241,426 |
Proforma Adjustments [Member] | ||
Business Acquisition [Line Items] | ||
Revenue and income, net | ||
Operating expenses | ||
Income (loss) from operations | ||
Other income (expense) | ||
Net income (loss) | ||
Rush Soccer [Member] | ||
Business Acquisition [Line Items] | ||
Revenue and income, net | 881,066 | 385,628 |
Operating expenses | 1,074,045 | 391,427 |
Income (loss) from operations | (192,979) | (5,799) |
Other income (expense) | ||
Net income (loss) | (192,979) | (5,799) |
Parent Company [Member] | ||
Business Acquisition [Line Items] | ||
Revenue and income, net | 1,884,066 | 1,905,339 |
Operating expenses | 2,282,139 | 1,877,241 |
Income (loss) from operations | (398,073) | 28,098 |
Other income (expense) | (15,972) | (9,468) |
Net income (loss) | $ (414,045) | $ 18,630 |
Net income (loss) per common share - basic and fully diluted | $ 0 | $ 0 |
Weighted average number of common shares outstanding during the period - basic and fully diluted | 360,995,488 | 55,241,426 |
ACQUISITION (Details Narrative)
ACQUISITION (Details Narrative) - USD ($) | Mar. 07, 2022 | Mar. 04, 2022 | Mar. 01, 2022 | Feb. 01, 2022 | Jan. 02, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||||||
Stock Issued During Period, Value, New Issues | $ 750 | $ 862 | $ 1,488 | ||||
Goodwill | $ 166,834 | $ 29,660,231 | $ 29,493,398 | ||||
Soccer Partners [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | 166,834 | ||||||
Altitude International Holdings Inc [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Share Price | $ 0.056 | ||||||
Stock Issued During Period, Value, New Issues | $ 556,000 | ||||||
Consulting Management and License Agreement [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 10,000,000 | ||||||
Business consideration amount | $ 20,000 | ||||||
Acquisition period | 20 years | ||||||
Consulting Management and License Agreement [Member] | Soccer Partners [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business consideration amount | $ 400,000 | ||||||
Consulting Management and License Agreement [Member] | Soccer Partners America [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | $ 166,834 |
SCHEDULE OF FIXED ASSETS (Detai
SCHEDULE OF FIXED ASSETS (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Computer and equipment | $ 149,401 | $ 148,893 |
Furniture and fixtures | 21,956 | 17,331 |
Leasehold improvements | 162,840 | 234,835 |
Operating / shop equipment | 273,180 | 185,128 |
Transportation equipment | 36,991 | 36,991 |
Total fixed assets | 644,368 | 623,178 |
Less: Accumulated depreciation | 558,541 | 552,142 |
Total fixed assets, net | $ 85,827 | $ 71,036 |
FIXED ASSETS (Details Narrative
FIXED ASSETS (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Fixed assets, net | $ 85,827 | $ 71,036 | |
Depreciation expense | $ 6,399 | $ 6,573 |
SCHEDULE OF INTANGIBLE ASSETS,
SCHEDULE OF INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE (Details) | Mar. 31, 2022USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 22,500 |
2023 | 30,000 |
2024 | 30,000 |
2025 | 30,000 |
2026 | 30,000 |
Thereafter | 137,500 |
Total | $ 280,000 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 07, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 29,660,231 | $ 29,493,398 | $ 166,834 |
Intangible assets, amount | 280,000 | 287,500 | |
Amortization expense for intangible assets | $ 7,500 | $ 0 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Accrued Principal | $ 1,390,206 | $ 1,288,887 |
Accrued Interest | 20,574 | |
Total | 1,390,206 | 1,309,461 |
Note Payable 1 [Member] | SBA EIDL [Member] | ||
Short-Term Debt [Line Items] | ||
Accrued Principal | 149,169 | 149,169 |
Accrued Interest | ||
Total | 149,169 | 149,169 |
Note Payable 2 [Member] | FVPO Funds [Member] | ||
Short-Term Debt [Line Items] | ||
Accrued Principal | 91,758 | |
Accrued Interest | 20,574 | |
Total | 112,332 | |
Note Payable 3 [Member] | Grand Slam [Member] | ||
Short-Term Debt [Line Items] | ||
Accrued Principal | 427,637 | 434,560 |
Accrued Interest | ||
Total | 427,637 | 434,560 |
Note Payable 4 [Member] | FVPO Funds [Member] | ||
Short-Term Debt [Line Items] | ||
Accrued Principal | 600,000 | 500,000 |
Accrued Interest | ||
Total | 600,000 | 500,000 |
Note Payable 5 [Member] | SBA EIDL [Member] | ||
Short-Term Debt [Line Items] | ||
Accrued Principal | 113,400 | 113,400 |
Accrued Interest | ||
Total | 113,400 | 113,400 |
Note Payable 6 [Member] | SBA [Member] | ||
Short-Term Debt [Line Items] | ||
Accrued Principal | 100,000 | |
Accrued Interest | ||
Total | $ 100,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Mar. 07, 2022 | Dec. 20, 2021 | Jan. 11, 2019 | Mar. 31, 2022 | Feb. 08, 2022 | Dec. 31, 2021 | Aug. 25, 2020 | May 27, 2020 | May 05, 2020 | Oct. 31, 2011 |
Short-Term Debt [Line Items] | ||||||||||
Notes payable | $ 1,390,206 | $ 1,309,461 | ||||||||
Soccer America [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt instrument, face amount | $ 100,000 | 100,000 | ||||||||
Debt instrument interest percentage | 2.75% | |||||||||
Debt Instrument, Maturity Date | Jun. 15, 2050 | |||||||||
Debt Instrument, Periodic Payment | $ 641 | |||||||||
ITA [Member] | Unsecured Debt [Member] | SBA [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt instrument, face amount | 149,169 | 113,400 | $ 149,900 | |||||||
Debt instrument interest percentage | 3.75% | |||||||||
NVL [Member] | Unsecured Debt [Member] | SBA [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt instrument, face amount | 149,169 | 113,400 | $ 113,400 | |||||||
Debt instrument interest percentage | 3.75% | |||||||||
Term Loan Commitment [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Notes payable | 91,758 | |||||||||
Debt instrument, face amount | $ 300,000 | |||||||||
Debt instrument term | 3 years | |||||||||
Debt instrument interest percentage | 8.50% | |||||||||
Grand Slam Partners [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt instrument, face amount | $ 735,714 | |||||||||
Loan Note [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Notes payable | 427,637 | 434,560 | ||||||||
Net profit percentage | 25.00% | |||||||||
Debt instrument, annual principal payment | $ 30,000 | |||||||||
Paycheck Protection Program CARES Act [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Notes payable | 20,800 | 20,800 | $ 20,800 | |||||||
Unsecured Loan Agreement [Member] | Trident Water [Member] | FVP Servicing [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt instrument, face amount | $ 500,000 | $ 600,000 | $ 500,000 | |||||||
Debt instrument interest percentage | 12.00% | |||||||||
Debt Instrument, Maturity Date | Dec. 20, 2023 | |||||||||
First Amendment to Loan Agreement [Member] | FVP Servicing [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Notes payable | $ 100,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Nov. 30, 2021 | Oct. 31, 2021 | Jan. 24, 2019 | Nov. 30, 2021 |
Revised Licensing Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [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 | |||
Management Agreement [Member] | 16929 Wellness Consultants Inc [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Debe instrument periodic payment | $ 20,000 | $ 20,000 | ||
Management fee description | six months following the date of the agreement or the day that the monthly management fee from selling franchises is greater than $20,000 per month | |||
Management fee expense | $ 1,250 | $ 20,000 | ||
Franchise monthly fee description | The Company will pay 16929 Wellness a monthly fee of $1,250 for each franchise that uses Dr. Kenneth JH Lee as a medical director and 20% of all initial franchisee franchise fees (estimated to be $8,000 per franchise purchased. As part of the agreement, 3,000,000 shares of common stock of the Company were issued to 16929 Wellness | |||
Franchise fee percentage | 20.00% | |||
[custom:FranchisePurchasedFee] | $ 8,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Repayments of related party debt | $ 20,000 |
Trans World Performance LLC [Member] | |
Repayments of related party debt | $ 90,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | Mar. 07, 2022 | Mar. 01, 2022 | Feb. 22, 2022 | Feb. 01, 2022 | Jan. 02, 2022 | Jul. 23, 2021 | Feb. 08, 2021 | May 18, 2017 | Feb. 05, 2015 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Feb. 10, 2021 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||
Preferred stock no par value | $ 0 | $ 0 | $ 0 | ||||||||||
Preferred stock voting rights description | the 51 shares of Series A Preferred Stock would have 369,547,734 votes per share of Series A Preferred Stock | ||||||||||||
Common stock, shares outstanding | 369,608,405 | 358,070,905 | |||||||||||
Preferred stock, shares issued | 51 | 51 | |||||||||||
Preferred stock, shares outstanding | 51 | 51 | |||||||||||
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 common stock shares issued | 12,500 | 12,500 | 12,500 | ||||||||||
Share issued price per share | $ 0.06 | $ 0.069 | $ 0.119 | ||||||||||
Value of common stock shares issued | $ 750 | $ 862 | $ 1,488 | ||||||||||
Number of common stock shares issued for services, value | $ 85,900 | ||||||||||||
Options exercised, shares | 250,000 | ||||||||||||
Hospitality Funding Inc [Member] | |||||||||||||
Number of common stock shares issued | 1,000,000 | ||||||||||||
Share issued price per share | $ 0.055 | ||||||||||||
Value of common stock shares issued | $ 55,000 | ||||||||||||
Revision of Prior Period, Adjustment [Member] | |||||||||||||
Common stock, shares authorized | 530,000,000 | ||||||||||||
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 | ||||||||||||
Gregory Breunich [Member] | |||||||||||||
Number of common stock shares issued for services | 51 | ||||||||||||
Consultant [Member] | |||||||||||||
Number of common stock shares issued for services | 500,000 | ||||||||||||
Share issued price per share | $ 0.0556 | ||||||||||||
Number of common stock shares issued for services, value | $ 27,800 | ||||||||||||
Five Individuals [Member] | |||||||||||||
Share issued price per share | $ 0.0556 | ||||||||||||
Value of common stock shares issued | $ 556,000 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 10,000,000 |
SCHEDULE OF INCOME TAX EXPENSE
SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Tax expense (benefit) at the statutory rate | $ (45,860) | $ (205,425) |
State income taxes, net of federal income tax benefit | (10,919) | (48,911) |
Change in valuation allowance | 56,779 | 254,336 |
Total |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 311,115 | $ 254,336 |
Timing differences | ||
Total gross deferred tax assets | 311,115 | 254,336 |
Less: Deferred tax asset valuation allowance | (311,115) | (254,336) |
Total net deferred taxes |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforward | $ 311,115 | |
Federal statutory income tax rate, percent | 21.00% | 21.00% |
Deferred tax asset percentage | 100.00% | |
Deferred tax valuation allowance | $ 311,115 | $ 254,336 |
2041 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforward | $ 254,336 |
SCHEDULE OF OPERATING REVENUE C
SCHEDULE OF OPERATING REVENUE CLASSES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total | $ 2,121,736 | $ 1,905,339 |
Altitude Chambers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 216,445 | |
Tuition Based Sports Academies [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 1,787,222 | 1,715,981 |
Hosting Events [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | ||
Uniform Sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 30,351 | |
Membership Fees [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 25,613 | |
Atmospheric Water Generators [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | $ 62,105 | $ 189,358 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | May 01, 2022 | Apr. 29, 2022 | Apr. 25, 2022 | Apr. 01, 2022 | Mar. 01, 2022 | Feb. 01, 2022 | Jan. 02, 2022 |
Subsequent Event [Line Items] | |||||||
Number of common stock shares issued | 12,500 | 12,500 | 12,500 | ||||
Share issued price per share | $ 0.06 | $ 0.069 | $ 0.119 | ||||
Value of common stock shares issued | $ 750 | $ 862 | $ 1,488 | ||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of common stock shares issued | 12,500 | 12,500 | |||||
Share issued price per share | $ 0.02755 | $ 0.0327 | |||||
Value of common stock shares issued | $ 344 | $ 409 | |||||
Purchase price | $ 55,000,000 | ||||||
Initial deposit | 500,000 | ||||||
Nonrefundable deposit | $ 500,000 | ||||||
Subsequent Event [Member] | Loan Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Proceed from loans | $ 2,650,000 |