Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 31, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
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 | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 492,176,843 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 2,148,417 | $ 423,165 |
Accounts receivable, net | 821,827 | 91,520 |
Inventory | 271,884 | 161,235 |
Prepaid expense | 685,671 | 88,134 |
Deferred offering costs | 197,500 | |
Other current assets | 800 | |
Total current assets | 4,126,099 | 764,054 |
Land | 28,200,000 | |
Fixed assets, net | 30,396,674 | 71,036 |
Construction-in-process | 1,123,413 | |
Intangible assets, net | 265,000 | 287,500 |
Cash, restricted | 10,190,888 | |
Franchise fees | 101,100 | |
Deposits | 161,147 | |
Goodwill | 29,660,232 | 29,493,398 |
Total assets | 104,224,553 | 30,615,988 |
Current liabilities | ||
Notes payable, net of discounts | 2,948,284 | |
Accounts payable and accrued expenses | 1,986,612 | 436,896 |
Stockholders’ advance | 36,211 | 36,211 |
PPP loan | 20,800 | |
Loan payable | 448,321 | |
Hotel financing, current | 4,400,000 | |
Deferred revenue | 2,364,388 | 1,388,126 |
Total current liabilities | 12,183,816 | 1,882,033 |
Non-current liabilities | ||
Other non-current liability | 380,000 | |
Hotel financing, non-current | 50,222,517 | |
Notes payable, net of discounts | 11,200,042 | |
Notes payable, net of current portion | 775,206 | 1,288,887 |
Total non-current liabilities | 62,577,765 | 1,288,887 |
Total liabilities | 74,761,581 | 3,170,920 |
Commitments and contingencies - Note 8 | ||
Stockholders’ equity | ||
Preferred stock - no par value, 5,000,000 shares authorized, 51 and 51 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | ||
Common stock - no par value, 600,000,000 shares authorized, 492,239,343 and 358,070,905 shares issued, issuable, and outstanding at September 30, 2022 and December 31, 2021, respectively | 34,659,879 | 30,362,949 |
Accumulated deficit | (5,196,907) | (2,917,881) |
Total stockholders’ equity | 29,462,972 | 27,445,068 |
Total liabilities and stockholders’ equity | $ 104,224,553 | $ 30,615,988 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 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 | 492,239,343 | 358,070,905 |
Common stock, shares outstanding | 492,239,343 | 358,070,905 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 2,929,659 | $ 1,946,520 | $ 7,711,597 | $ 5,522,499 |
Operating expenses | ||||
Direct costs of revenue | 1,067,091 | 958,214 | 3,444,088 | 2,922,529 |
Professional fees | 191,555 | 313,863 | 727,885 | 475,910 |
Salary and related expenses | 1,107,602 | 376,123 | 2,929,273 | 1,123,565 |
Stock-based compensation | 136,500 | 3,063,185 | 222,809 | 3,063,185 |
Marketing expense | 113,589 | 102,281 | 259,276 | 183,169 |
Rent expense | 125,547 | (21,540) | 349,220 | 185,902 |
Depreciation and amortization expense | 80,389 | (9,630) | 108,183 | 3,516 |
Other general and administrative expenses | 685,441 | 414,456 | 1,273,349 | 903,202 |
Total operating expenses | 3,507,714 | 5,196,952 | 9,314,083 | 8,860,978 |
Loss from operations | (578,055) | (3,250,432) | (1,602,486) | (3,338,480) |
Other income (expenses) | ||||
Gain on settlement of debt | 41,254 | |||
Gain on forgiveness of PPP loans | 20,800 | 20,800 | ||
Impairment expense | (978,795) | |||
Amortization of debt discount | (310,886) | (432,072) | ||
Interest expense | (194,796) | (1,779) | (265,268) | (5,770) |
Total other income (expenses) | (484,882) | (1,779) | (676,540) | (943,311) |
Net loss | $ (1,062,937) | $ (3,252,211) | $ (2,279,026) | $ (4,281,791) |
Earnings per share - basic and fully diluted | $ 0 | $ (0.01) | $ (0.01) | $ (0.03) |
Weighted average number of shares of common stock - basic and fully diluted | 417,015,842 | 281,000,854 | 386,465,519 | 132,448,232 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Members Deficit [Member] | Noncontrolling Interest [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2020 | $ 3,091,136 | $ (1,270,366) | $ (1,981,343) | $ (44,454) | $ (2,144,876) | $ (2,349,903) | |
Balance, shares at Dec. 31, 2020 | 51,487,764 | ||||||
Net loss | (905,038) | (905,038) | |||||
Balance at Mar. 31, 2021 | $ 3,091,136 | (1,270,366) | (1,981,343) | (44,454) | (3,049,914) | (3,254,941) | |
Balance, shares at Mar. 31, 2021 | 51,487,764 | ||||||
Balance at Dec. 31, 2020 | $ 3,091,136 | (1,270,366) | (1,981,343) | (44,454) | (2,144,876) | (2,349,903) | |
Balance, shares at Dec. 31, 2020 | 51,487,764 | ||||||
Net loss | (4,281,791) | ||||||
Balance at Sep. 30, 2021 | $ 6,181,050 | 97,617,912 | (6,426,667) | 97,372,295 | |||
Balance, shares at Sep. 30, 2021 | 51 | 355,033,405 | |||||
Balance at Mar. 31, 2021 | $ 3,091,136 | (1,270,366) | (1,981,343) | (44,454) | (3,049,914) | (3,254,941) | |
Balance, shares at Mar. 31, 2021 | 51,487,764 | ||||||
Net loss | (124,542) | (124,542) | |||||
Balance at Jun. 30, 2021 | $ 3,091,136 | (1,270,366) | (1,981,343) | (44,454) | (3,174,456) | (3,379,483) | |
Balance, shares at Jun. 30, 2021 | 51,487,764 | ||||||
Net loss | (3,252,211) | (3,252,211) | |||||
Issuance of common stock for services | $ 2,953,985 | 2,953,985 | |||||
Issuance of common stock for services, shares | 7,127,500 | ||||||
Conversion of debt to common stock | $ 87,080 | 87,080 | |||||
Conversion of debt to common stock | 181,417 | ||||||
Options exercised into common stock | $ 19,250 | 19,250 | |||||
Options exercised into common stock, shares | 250,000 | ||||||
Acquisition of BHI | $ 29,599 | 98,888,278 | 1,981,343 | 44,454 | 100,943,674 | ||
Acquisition of BHI, shares | 51 | 295,986,724 | |||||
Balance at Sep. 30, 2021 | $ 6,181,050 | 97,617,912 | (6,426,667) | 97,372,295 | |||
Balance, shares at Sep. 30, 2021 | 51 | 355,033,405 | |||||
Balance at Dec. 31, 2021 | $ 30,362,949 | (2,917,881) | 27,445,068 | ||||
Balance, shares at Dec. 31, 2021 | 51 | 358,070,905 | |||||
Net loss | (304,283) | (304,283) | |||||
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 | ||||||
Balance at Mar. 31, 2022 | $ 30,979,945 | (3,222,164) | 27,757,781 | ||||
Balance, shares at Mar. 31, 2022 | 51 | 369,608,405 | |||||
Balance at Dec. 31, 2021 | $ 30,362,949 | (2,917,881) | 27,445,068 | ||||
Balance, shares at Dec. 31, 2021 | 51 | 358,070,905 | |||||
Net loss | (2,279,026) | ||||||
Balance at Sep. 30, 2022 | $ 34,659,879 | (5,196,907) | 29,462,972 | ||||
Balance, shares at Sep. 30, 2022 | 51 | 492,239,343 | |||||
Balance at Mar. 31, 2022 | $ 30,979,945 | (3,222,164) | 27,757,781 | ||||
Balance, shares at Mar. 31, 2022 | 51 | 369,608,405 | |||||
Net loss | (911,806) | (911,806) | |||||
Issuance of common stock for services | $ 409 | 409 | |||||
Issuance of common stock for services, shares | 12,500 | ||||||
Issuance of common stock as debt discount to loan | $ 451,636 | 451,636 | |||||
Issuance of common stock as debt discount to loan, shares | 16,363,636 | ||||||
Balance at Jun. 30, 2022 | $ 31,431,990 | (4,133,970) | 27,298,020 | ||||
Balance, shares at Jun. 30, 2022 | 51 | 385,984,541 | |||||
Net loss | (1,062,937) | (1,062,937) | |||||
Issuance of common stock for services | $ 136,500 | 136,500 | |||||
Issuance of common stock for services, shares | 3,500,000 | ||||||
Issuance of common stock for financing | $ 3,091,389 | 3,091,389 | |||||
Issuance of common stock for financing, shares | 102,754,802 | ||||||
Balance at Sep. 30, 2022 | $ 34,659,879 | $ (5,196,907) | $ 29,462,972 | ||||
Balance, shares at Sep. 30, 2022 | 51 | 492,239,343 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (2,279,026) | $ (4,281,791) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 108,183 | 22,633 |
Amortization of debt discount | 432,072 | |
Stock-based compensation | 222,809 | 3,063,185 |
Bad debt expense | 45,254 | |
Gain on settlement of debt | (41,254) | |
Forgiveness of PPP loan | (20,800) | |
Impairment expense | 978,795 | |
Change in assets and liabilities: | ||
Accounts receivable | (775,561) | (255,417) |
Inventory | (110,649) | (165,105) |
Prepaid expense | (597,538) | 34,107 |
Franchise fees | (101,100) | |
Deposits | (161,147) | |
Accounts payable and accrued expenses | 1,925,932 | 49,328 |
Accounts payable and accrued expenses - related party | (113,422) | |
Deferred revenue | 756,345 | (7,631) |
Net cash used in operating activities | (555,225) | (716,572) |
Cash flows provided by (used in) investing activities: | ||
Acquisition of Rush Soccer, net of cash acquired | 1,216,126 | |
Construction in progress | (1,123,413) | |
Purchase of fixed assets | (439,419) | |
Net cash used in investing activities | (346,706) | |
Cash flows from financing activities: | ||
Proceeds from notes payable | 13,595,372 | |
Proceeds from stock options exercised | 19,250 | |
Proceeds from loans | 957,283 | |
Repayment of notes payable to related parties | (69,200) | |
Repayment of financing | (377,482) | |
Deferred offering costs | (197,500) | |
Repayment of notes payable | (202,319) | |
Net cash provided by financing activities | 12,818,071 | 907,333 |
Net increase in cash and restricted cash | 11,916,140 | 190,761 |
Cash at beginning of period | 423,165 | 134,003 |
Cash and restricted cash at end of period | 12,339,305 | 324,764 |
Cash paid for interest | 270,963 | |
Cash paid for taxes | ||
Non-cash investing and financing activities: | ||
Issuance of common stock for financing | 5,527,089 | |
Conversion of related party debt to common stock | 90,708 | |
Fixed assets acquired through financing | $ 58,921,902 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 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. or “Altitude-NY,” now referred to as the “Company,” “we,” “us,” “our,” or “Altitude”), was incorporated in the State of New York on July 13, 1994 as “Titan Computer Services, Inc.” On August 21, 2020, the Company filed with the State of New York to change its name from Altitude International, Inc. to Altitude International Holdings, Inc. On June 27, 2017, the Company successfully closed a Share Exchange transaction (the “Share Exchange”) with the shareholders of Altitude International, Inc. (“Altitude International”), a Wisconsin corporation. Altitude International 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 since the Share Exchange. Altitude International 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 entered into a Share Exchange Agreement (the “Agreement”) with Breunich Holdings, Inc., a Delaware entity (“BHI”). For financial reporting purposes, the acquisition of BHI and the change of control in connection with the acquisition represented a “reverse merger” and BHI is 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. Pursuant to the terms of the Agreement, the Company agreed to issue 295,986,724 shares of its common stock to the shareholders of BHI in exchange for 100 % ownership of BHI. The Company also agreed to issue 51 shares of its Series A preferred stock to Gregory Breunich, CEO and primary owner of BHI, as part of the agreement. Following the closing of the Agreement, BHI is a wholly owned subsidiary of the Company, with each of its subsidiaries operating as wholly owned subsidiaries. The Company is a holding company comprised of multiple scalable related revenue streams that together create a vertically integrated high-performance sports, education, and technology group. Our mission is to redefine and revolutionize athletic preparation and training. On July 26, 2022, the Company formed Altitude Hospitality LLC which was formed for the operations of the hotel resort acquired on September 2, 2022. On July 28, 2022, the Company formed Rush Education LLC. On August 26, 2022, Rush Education registered as a foreign corporation in Hawaii. The Company projects Rush Education being operated in various states. We operate through the following 12 wholly owned subsidiaries: BHI, Altitude International, Inc., a Wisconsin corporation (“Altitude Chambers”), Altitude Hospitality LLC (“Altitude Hospitality”), Florida limited liability company, Rush Education LLC (“Rush Education”), a Florida limited liability company, Altitude Sports Management Corp., a Wisconsin corporation (“Altitude Sports Management Corp.”), ITA-USA Enterprise, LLC, a Florida limited liability company (“Altitude Academies”), CMA Soccer, LLC, a Florida limited liability company (“CMAS”), Trident Water, LLC, a Florida limited liability company (“Altitude Water”), Altitude Wellness, LLC, a Florida limited liability company (“Altitude Wellness”), NVL Academy, LLC, a Florida limited liability company (“Altitude Volleyball”), North Miami Beach Academy LLC, a Florida limited liability company (“NMBA”), Six Log Cleaning & Sanitizing LLC, a Florida limited liability company (“SLCS”), and Altitude Online, LLC, a Florida limited liability company (“Altitude Online”). Nature of Operations Altitude is a holding company focused on a people-first, global wellness group through its operating subsidiaries which are comprised of multiple scalable related revenue streams that together create a vertically integrated high-performance sports, education, and technology group. Our mission is to redefine and revolutionize athletic preparation and training while providing relief, opportunity, and wellness to those that need it the most. Additionally, through the September 2, 2022 acquisition of Sandpiper Bay Resort, now a Trademark Collection® by Wyndham, the Company is utilizing the opportunity with an all-inclusive hotel resort in Port St. Lucie, Florida to diversify its operations. This previously owned Club Med resort has been the headquarters and training site for the Company’s academies for approximately 12 years. Sandpiper Bay Resort is expected to provide a significant revenue stream and additional customers to the academies. Our sports and education properties comprise what is currently known as Altitude Academies. Our wholly owned subsidiary, Altitude International, Inc. manufactures a variety of world-class hypoxic training chambers, which enables competitive athletes of all kinds to train in a simulated high-altitude environment. This controlled oxygen-deficient environment coupled with specific training protocols achieves numerous scientifically proven benefits in athletic development. Altitude recently has launched its high-performance wellness center, Altitude Wellness, LLC, to serve as the reoccurring revenue model for Altitude’s chamber technology. Altitude Water manufactures several types of Atmospheric Water Generators (“AWG”) ranging from small residential and light commercial to heavy-duty military-grade machines designed for larger-scale uses. Altitude Water’s next-generation air-to-water machines and our proprietary “EnviroGuard™” purification system controlled by our proprietary software produce some of the purest and finest drinking water in the world. Altitude Water’s drinking water is highly oxygenated, ideally suited for athlete hydration amid competitive performance. Altitude’s growth initiatives include scaling the existing tuition categories, adding new ones in sports, arts, and sciences in the coming years, pursuing a consolidation strategy within the soccer club system in the United States, and exponentially growing our accredited academic model. Strategic to our continued growth, the establishment of Altitude’s headquarters in Port Saint Lucie, Florida marked our international destination footprint by adding to our asset base and securing control of the hospitality side of our business. The management team of Altitude is well versed in developing an ecosystem where the business sectors drive network and growth impact between one another, providing increased earnings and value to the Altitude properties. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 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 nine month periods ended September 30, 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. Altitude Hospitality LLC ® Rush Education LLC Liquidity and Going Concern 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 September 30, 2022, we had $ 2,148,417 in cash. Our net losses incurred for the nine months ended September 30, 2022 were $ 2,279,026 and the working capital deficit was $ 8,057,715 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 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”) insurance amounts of $ 250,000 . From time to time, the Company has certain cash balances, including restricted cash, that may exceed insured limits. The Company utilizes large banking institutions that are reputable therefore mitigating the risks. The following table provides a reconciliation of cash and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows: SCHEDULE OF CASH AND RESTRICTED CASH September 30, 2022 Cash $ 2,148,417 Restricted cash included in other long-term assets (see Note 5) 10,190,888 Total cash and restricted cash shown in the statement of cash flows $ 12,339,305 Accounts Receivable As of September 30, 2022, and December 31, 2021, the net accounts receivable balances were $ 821,827 91,520 248,990 205,455 1. Altitude Academies – The tuition is paid typically in two installments but, on a case-by-case basis, modifications do occur. 2. Rush Soccer – Rebates for soccer kits purchased by club members and membership rebates. 3. Altitude Water – The normal credit terms are 50% down with final payment upon delivery. 4. Altitude Chambers – The normal credit terms are 50% down with progress payments until final payment upon delivery. 5. Altitude Hospitality – The normal hotel terms related to the collection of revenue. Bad debt expense is determined based on the aging of accounts receivable and subsequent collections. Typically, receivables aged 60 days, or more are reviewed for determination. Receivables over 90 days, unless payment terms with some payments made to date, are reserved as additional allowance for doubtful accounts. Deferred Costs Deferred offering costs as of September 30, 2022, is $ 197,500 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 Hotel 5 6 39 years 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 is valued at the lower of cost or market. As of September 30, 2022, and December 31, 2021, the inventory was valued at $ 271,884 161,235 Inventory is comprised of: SCHEDULE OF INVENTORY Finished Goods $ 102,350 Parts 169,534 Total $ 271,884 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 Revenue Recognition Our sales are generated from seven revenue streams: 1) contracts with customers for the design, development, manufacture, and installation of simulated altitude athletic equipment, 2) sports training and academic tuition, 3) hosting events, 4) membership fees, 5) uniform sales, 6) sale of atmospheric water generators, and 7) revenues for hotel reservations. 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. In regard to the hotel resort, the revenue is recognized daily during the stay of the hotel guest for all services including, but not limited to, spa services and green fees for golf course. 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 September 30, 2022, and December 31, 2021, deferred revenue amounted to $ 2,364,388 1,388,126 Stock-Based Compensation The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718, Compensation – Stock Compensation, and Certain Redeemable 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 common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by FASB, ASC Topic 260, Earnings per Share Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes 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 September 30, 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 nine months ended September 30, 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 September 30, 2022, based on the assessment of Management, the Company determined that goodwill associated with the share exchange in which the Company acquired BHI amounted to $ 29,493,398 166,834 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 | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITION | NOTE 3 – ACQUISITION Soccer Partners America 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 0.056 556,000 20,000 20 years 166,834 The following table summarizes the consideration given for Altitude and the provisional 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 nine months ended September 30, 2021, and 2020, as if the acquisition Rush Soccer had been completed on January 1, 2021. The pro-forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2021. SCHEDULE OF PRO-FORMA FINANCIAL INFORMATION ALTD Soccer Adjustments Total For the Nine Months Ended September 30, 2022 Rush Pro-forma ALTD Soccer Adjustments Total Revenue and income, net $ 5,799,606 $ 2,585,026 $ - $ 8,384,632 Operating expenses 8,069,152 2,521,623 - 10,590,775 Income (loss) from operations (2,269,546 ) 63,403 - (2,206,143 ) Other income (expense) - 140,800 - 140,800 Net income (loss) $ (2,269,546 ) $ 204,203 $ - $ (2,065,343 ) Net loss per common share - basic and fully diluted $ (0.01 ) $ (0.01 ) Weighted average number of common shares outstanding during the period - basic and fully diluted 386,465,519 386,465,519 ALTD Soccer Adjustments Total For the Nine Months Ended September 30, 2021 Rush Pro-forma ALTD Soccer Adjustments Total Revenue and income, net $ 5,522,499 $ 2,348,511 $ - $ 7,871,010 Operating expenses 9,804,290 1,636,774 - 11,441,064 Income (loss) from operations (4,281,791 ) 711,737 - (3,570,054 ) Other income (expense) - - - - Net income (loss) $ (4,281,791 ) $ 711,737 $ - $ (3,570,054 ) Net loss per common share - basic and fully diluted $ (0.03 ) $ (0.03 ) Weighted average number of common shares outstanding during the period - basic and fully diluted 132,448,232 132,448,232 |
FIXED ASSETS
FIXED ASSETS | 9 Months Ended |
Sep. 30, 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 September 30, 2022, and December 31, 2021, the Company had fixed assets, net of accumulated depreciation, of $ 31,146,674 71,036 SCHEDULE OF FIXED ASSETS September 30, December 31, 2022 2021 Hotel $ 30,373,347 $ - Computer and equipment 179,747 148,893 Furniture and fixtures 27,786 17,331 Leasehold improvements 7,459 234,835 Operating / shop equipment 302,117 185,128 Transportation equipment 36,991 36,991 Total fixed assets 30,927,447 623,178 Less: Accumulated depreciation 530,773 552,142 Total fixed assets, net $ 30,396,674 $ 71,036 Depreciation for the nine months ended September 30, 2022, and 2021 was $ 85,683 3,516 |
RESERVES, LEASE AGREEMENT AND P
RESERVES, LEASE AGREEMENT AND PURCHASE OPTION FOR ACQUISITION | 9 Months Ended |
Sep. 30, 2022 | |
Reserves Lease Agreement And Purchase Option For Acquisition | |
RESERVES, LEASE AGREEMENT AND PURCHASE OPTION FOR ACQUISITION | NOTE 5 – RESERVES, LEASE AGREEMENT AND PURCHASE OPTION FOR ACQUISITION Sandpiper Resort Property Acquisition On April 27, 2022, the Company entered into a purchase and sale agreement (the “Property Purchase Agreement”) by and among the Company, Sandpiper Resort Properties, Inc. (“Sandpiper”) and Holiday Village of Sandpiper, Inc. (“HVS,” and together with Sandpiper, the “Sellers”), whereby the Company agreed to purchase Sellers’ real estate property in Port Saint Lucie, Florida (the “Property”). The Property being sold in the Property Purchase Agreement is the Property on which the Company’s facilities are currently located and where the Company currently operates and includes approximately 216 acres and approximately 3,000 feet of waterfront property. On July 27, 2022, the Company executed a Third Addendum to Purchase and Sale Agreement with Sandpiper and HVS, modifying that certain Property Purchase Agreement to allow for the Company paying a Third Deposit of $ 250,000 1,250,000 O n September 2, 2022, 55,000,000 The title to the Property was conveyed to STORE through the Property Purchase Agreement in a simultaneous closing. Concurrently with the sale of, Altitude Hospitality entered into a Lease Agreement with STORE for Altitude Hospitality’s lease and use of the Property through September 30, 2042, with five-year extension options through 2062. The Property Purchase Agreement and STORE PSA contain customary representations, warranties, covenants, indemnification, and other terms for transactions of a similar nature. Through the Agreements described below, Altitude Hospitality will operate the resort as “Sandpiper Bay Resort” under the “Trademark Collection® by Wyndham” and will expand and develop the Property as described below. The Property will also serve as the Company’s world headquarters for the Company and its wholly owned subsidiaries, including, but not limited to, the sports academies (which have operated from the Property for the past thirteen years), Rush Soccer, Altitude International, the resort operations and the Company’s other operations. Financing Agreement Concurrently with the assignment of the Property Purchase Agreement and the ultimate purchase of the Property by STORE, Altitude Hospitality entered into a Lease Agreement (the “Lease”) with STORE for Altitude Hospitality’s lease and use of the Property through September 30, 2042, with five-year extension options through 2062. 4,400,000 6,600,000 Altitude Hospitality is required to establish a Capital Replacement Reserve Account into which Altitude Hospitality will deposit monthly an amount between 2-4% of the gross revenue of the Property for the preceding month. If no event of default is occurring under the Lease, then Altitude Hospitality shall have the right to withdraw certain Approved Expenditures (as defined therein) from the Capital Replacement Reserve Account (as defined therein) to be used to pay for the cost of furniture, fixtures and equipment for the Property or other real property improvements to the Property, subject to certain requirements of STORE The Company agreed to unconditionally guarantee the payment and performance of Altitude Hospitality under the Lease until all obligations are paid under the Lease. Any debt of the Company is and will be subordinated to the indebtedness of Altitude Hospitality to STORE under the Lease. After thirty-six months after the completion of the property improvements (“PIP”) as required by the Franchisor (as defined below), and until four years after the completion of the PIP, Altitude Holdings shall have the option (the “Purchase Option”) to give STORE written notice to purchase the Property for a price equal to the greater of (i) 110% of STORE’s total investment; or (ii) the then current base annual rental divided by the applicable cap rate. The closing for such Purchase Option must occur within ninety (90) days following STORE’s receipt of the Purchase Option notice. Altitude Hospitality’s rights under the Purchase Option shall terminate if the Lease terminates or if the initial term expires before the exercise of the Purchase Option, except if the Lease terminates prior to the end of the initial term or any extension term, then Altitude Hospitality may elect to exercise the Purchase Option if written notice is given to Lessor at least ten days prior to such termination. The Purchase Option may not be assigned. Altitude Hospitality also has a right of first refusal to purchase the Property if STORE desires to the sell the Property and receives a bona fide written offer from a third-party purchaser. Altitude Hospitality must purchase the Property on the same terms as the third party offer and must notify STORE of its election to complete the purchase within ten days of receiving notice of the sale from STORE. The Lease contains customary representations, warranties, covenants, indemnification, and other terms for transactions of a similar nature. Membership Agreement Altitude Hospitality entered into a Membership Agreement (the “Membership Agreement”) with TMH Worldwide, LLC (the “Franchisor”), through which Altitude Hospitality was granted franchise rights to operate under the “Trademark Collection® by Wyndham” brand. Pursuant to the Membership Agreement, Altitude Hospitality agreed to make certain property improvements. The term of the Membership Agreement is twenty years 6 101,000 The Membership Agreement contains customary representations, warranties, covenants, indemnification, and other terms for transactions of a similar nature. Disbursement Agreement The Company executed a disbursement agreement (the “Disbursement Agreement”) with STORE through which STORE agreed to fund up to $ 25,000,000 The terms of the Disbursement Agreement are subject to certain conditions, including the funding by Altitude Hospitality of at least $8,000,000 toward improvements at the Property (including establishing a construction deposit of $ 3,000,000 Loan Agreement On September 2, 2022, the Company, Altitude Hospitality and Altitude Water (collectively, the “Borrowers”) entered into a Loan Agreement with FVP Servicing, LLC (“FVP”), a Delaware limited liability company, in its capacity as administrative agent, among others (the “Loan Agreement”), and ancillary documents including an Exclusivity Agreement, Revenue Share Agreement, Security Agreement, and Payment Guaranty (each as defined in the Loan Agreement) under which the Borrowers borrowed Fifteen Million Dollars ($ 15,000,000 2% 13 September 2, 2025 102,754,802 Pursuant to the Revenue Share Agreement, Altitude Hospitality agreed to pay FVP an amount equal to twenty percent ( 20 ten years 2,500,000 plus Pursuant to the Exclusivity Agreement, the Company and its subsidiaries agreed to use Feenix Payment Systems, LLC as the exclusive agent to provide credit card processing and related services. The Exclusivity Agreement shall remain in effect until one year after all obligations under the Loan Agreement have been satisfied. Pursuant to the Security Agreement and Payment Guaranty, the Company’s wholly owned subsidiaries (except for Rush Education, LLC) have agreed to guarantee the Borrowers’ obligations under the Loan and have pledged their equity and granted a security interest in all their assets. The Loan contains customary representations, warranties, covenants, indemnification, and other terms for transactions of a similar nature. FVP and Altitude Hospitality entered into two separate agreements related to the Loan on September 2, 2022. A Consent Agreement with STORE allows Altitude Hospitality to enter into the Loan Agreement and Security Agreement with FVP and requires STORE to give FVP notice of default and an opportunity to cure if Altitude Hospitality does not perform under the Lease Agreement or Disbursement Agreement. A Three-Party Agreement with the Franchisor allows FVP to cure any defaults of Altitude Hospitality and to take possession of the Property and the Lease in an event of default under the Loan Documents. Management Agreement On August 6, 2022, the Company and its wholly owned subsidiary, Altitude Hospitality LLC, entered into a Hotel Management Agreement (the “Management Agreement”) with Our Town Hospitality LLC doing business as OTH Hotels Resorts, a Virginia limited liability company (the “Manager”). Pursuant to the terms of the Management Agreement, the Manager was engaged to perform certain management duties and services related to the hotel located on the Port St. Lucie property, including (i) to operate the hotel in accordance with the standard of the franchise brand, (ii) to protect, preserve and maintain in good working order the assets of the hotel, (iii) to control operating expenses and capital expenditures, and (iv) to maximize the net operating income of the hotel. In exchange for these services, the Manager shall be paid monthly at the following rates: for the first twelve months of the Management Agreement, the greater of $ 25,000 3 3 100,000 Accounting for the Transaction The Company recognized the transaction as a finance lease in accordance with ASC 820. The various components of the lease were accounted for as follows: Reserve Accounts With the execution of the various agreements, the Company was required to have various reserve accounts as follows: ● Construction Reserve – Utilized for the costs of capital improvements on the hotel resort. Draws taken periodically to reimburse the Company for costs. The reserve is maintained by FVP Servicing LP. The balance at closing was $ 3,000,000 1,118,390 ● Interest Reserve – Utilized for the interest payments to STORE for the monthly lease payments. The reserve is maintained by FVP Servicing LP. The balance at closing was $ 3,000,000 2,472,498 ● STORE Reserve – Utilized for a security deposit. The reserve is maintained by FVP Servicing LP. The balance at closing was $ 6,600,000 6,600,000 The reserve accounts are maintained by STORE and Feenix, as applicable. These accounts are reflected on the balance sheet as “Cash, restricted.” Lease Agreement Concurrently with the assignment of the Property Purchase Agreement and the ultimate purchase of the Property by STORE, Altitude Hospitality entered into a Lease Agreement (the “Lease”) with STORE for Altitude Hospitality’s lease and use of the Property through September 30, 2042, with five-year extension options through 2062. 4,400,000 6,600,000 Altitude Hospitality is required to establish a Capital Replacement Reserve Account into which Altitude Hospitality will deposit monthly an amount between 2-4% of the gross revenue of the Property for the preceding month. If no event of default is occurring under the Lease, then Altitude Hospitality shall have the right to withdraw certain Approved Expenditures (as defined therein) from the Capital Replacement Reserve Account (as defined therein) to be used to pay for the cost of furniture, fixtures and equipment for the Property or other real property improvements to the Property, subject to certain requirements of STORE The Company agreed to unconditionally guarantee the payment and performance of Altitude Hospitality under the Lease until all obligations are paid under the Lease. Any debt of the Company is and will be subordinated to the indebtedness of Altitude Hospitality to STORE under the Lease. The future lease payments, assuming the purchase option is not exercised, is as follows: SCHEDULE OF FUTURE LEASE PAYMENTS 2022 $ 1,100,000 2023 4,422,000 2024 4,510,440 2025 4,600,649 2026 4,692,662 Thereafter 82,775,200 Total $ 102,100,951 Summary The Company recorded the transaction as follows: Hotel and Land – The $ 55,000,000 28,200,000 26,200,000 The Construction Reserve, STORE Reserve and the Interest Reserve were recorded on the balance sheet as restricted cash. Lease Agreement – Purchase Option After thirty-six months after the completion of the property improvements (“PIP”) as required by the Franchisor (as defined below), and until four years after the completion of the PIP, Altitude Holdings shall have the option (the “Purchase Option”) to give STORE written notice to purchase the Property for a price equal to the greater of (i) 110% of STORE’s total investment; or (ii) the then current base annual rental divided by the applicable cap rate. The closing for such Purchase Option must occur within ninety (90) days following STORE’s receipt of the Purchase Option notice. Altitude Hospitality’s rights under the Purchase Option shall terminate if the Lease terminates or if the initial term expires before the exercise of the Purchase Option, except if the Lease terminates prior to the end of the initial term or any extension term, then Altitude Hospitality may elect to exercise the Purchase Option if written notice is given to Lessor at least ten days prior to such termination. The Purchase Option may not be assigned. Altitude Hospitality also has a right of first refusal to purchase the Property if STORE desires to the sell the Property and receives a bona fide written offer from a third-party purchaser. Altitude Hospitality must purchase the Property on the same terms as the third party offer and must notify STORE of its election to complete the purchase within ten days of receiving notice of the sale from STORE. Should a third-party acquire the property prior to the expiration of the period for the purchase option, assuming that the Company does not exercise its right of first refusal, the lease continues forward under the same terms and conditions. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 6 – GOODWILL AND INTANGIBLE ASSETS The Company has goodwill related to the acquisition of Altitude International Holdings, Inc. As of September 30, 2022, and December 31, 2021, the Company had goodwill of $ 29,660,232 29,493,398 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 September 30, 2022, and December 31, 2021, the intangible assets were $ 265,000 287,500 22,500 0 The future amortization of the license agreement is as follows: SCHEDULE OF INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE 2022 $ 7,500 2023 30,000 2024 30,000 2025 30,000 2026 30,000 Thereafter 137,500 Total $ 265,000 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 7 – NOTES PAYABLE SCHEDULE OF NOTES PAYABLE September 30, 2022 December 31, 2021 Accrued Accrued Principal Interest Total Principal Interest Total SBA EIDL $ 149,169 $ - $ 149,169 $ 149,169 $ - $ 149,169 FVPO Funds - - - 91,758 20,574 112,332 Grand Slam 412,637 - 412,637 434,560 - 434,560 FVPO Funds (a) 3,250,000 - 3,250,000 500,000 - 500,000 FVPO Funds (a) 15,000,000 - 15,000,000 - - - SBA EIDL 113,400 - 113,400 113,400 - 113,400 SBA 100,000 - 100,000 - - - Subtotal 19,025,206 - 19,025,206 1,288,887 20,574 1,309,461 Debt Discounts (a) (5,335,738 ) - (5,335,738 ) - - - Total $ 13,689,468 $ - $ 13,689,468 $ 1,288,887 $ 20,574 $ 1,309,461 (a) Debt discounts related to FVPO Funds. On May 5, 2020, the Company received $ 20,800 0 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 30,000 412,637 434,560 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 3.75 149,169 149,169 On December 20, 2021, Trident Water and Altitude International Holdings, Inc. entered into an unsecured Loan Agreement with FVP Servicing, LLC for $ 500,000 December 20, 2023 12 500,000 100,000 2,650,000 3,250,000 500,000 In the acquisition of Soccer America (see Note 3), the Company assumed the SBA loan dated June 15, 2020, with a balance of $ 100,000 641 June 15, 2050 2.75 100,000 On September 2, 2022, the Company, Altitude Hospitality and Trident Water (collectively, the “Borrowers”) entered into a Loan Agreement with FVP Servicing, LLC, in its capacity as administrative agent (“FVP”), among others (the “Loan Agreement”), and ancillary documents including an Exclusivity Agreement, Revenue Share Agreement, Security Agreement, and Payment Guaranty (each as defined in the Loan Agreement) under which the Borrowers borrowed $ 15,000,000 2% 13% September 2, 2025 102,754,802 15,000,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 – 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. Sporting Edge UK 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 the licensee the ability to manufacture and sell rights to the full range of membrane-based systems for the production of reduced oxygen environments and associated services as well as the use of patents and trademarks held by Sporting Edge UK or Vincent. On January 24, 2019, Altitude and Sporting Edge UK entered into a Revised Licensing Agreement that grants a license to Altitude to use Sporting Edge UK’s proprietary technology related to properly engineered, membrane-based designs for simulated altitude training equipment. The annual license fee under the revised agreement is $1.00 per year. The product line ranges from personal at home use machines to fully integrated environmental rooms and chambers. Altitude has the licensing rights to use all technology to manufacture the products and to sell them (directly or through distributors) in the following territories ● The Continent of North America, Central America and South America. ● Other territories as may be agreed upon 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. 16929 Wellness Consultants Inc. 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 per month 20,000 The Company will pay 16929 Wellness a monthly fee of $ 1,250 20 8,000 3,000,000 Sandpiper Bay Resort Altitude Hospitality entered into a Membership Agreement (the “Membership Agreement”) with TMH Worldwide, LLC (the “Franchisor”), through which Altitude Hospitality was granted franchise rights to operate under the “Trademark Collection® by Wyndham” brand. Pursuant to the Membership Agreement, Altitude Hospitality agreed to make certain property improvements. The term of the Membership Agreement is twenty years 6% 101,000 Pursuant to the Revenue Share Agreement, Altitude Hospitality agreed to pay FVP an amount equal to twenty percent ( 20% ten years 2,500,000 plus |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS For the nine months ended September 30, 2022, the Company compensated Gregory Breunich (“Breunich”), CEO and Chairman, and Gabriel Jaramillo (“Jaramillo”), Executive Vice President, and Director, collectively $ 260,000 87,692 280,000 87,692 For the nine months ended September 30, 2022, and 2021, the Company compensated Gregory Breunich $ 55,000 0 The above balances were paid during the periods ended September 30, 2022, and 2021. The payments are reflected in professional fees on the statements of operations for the nine months ended September 30, 2022, and 2021. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 10 – 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 have voting rights equal to 0.019607 multiplied by the total issued and outstanding shares of common stock eligible (the “Numerator”) to vote at the time of the respective vote divided by 0.49 minus the Numerator. As of September 30, 2022, with 492,239,343 the 51 shares of Series A Preferred Stock would have 501,890,680 votes per share of Series A Preferred Stock On July 23, 2021, the Company issued 51 As of September 30, 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 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 0.0556 556,000 On April 1, 2022, the Company issued its legal counsel 12,500 0.0327 409 On April 29, 2022, as part of the financing with Feenix (see Note 7), the Company issued Feenix 16,363,636 On September 2, 2022, the Company issued 102,754,802 41,101,921 10,275,480 38,533,051 12,844,350 0.042 4,315,702 On September 7, 2022, the Company issued 3,500,000 0.039 136,500 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 | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 11 – INCOME TAXES As of September 30, 2022, the Company has net operating loss carry forwards of $ 410,512 254,336 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) September 30, December 31, 2022 2021 Tax expense (benefit) at the statutory rate $ (331,567 ) $ (205,425 ) State income taxes, net of federal income tax benefit (78,945 ) (48,911 ) Change in valuation allowance 410,512 254,336 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 for examination by federal agencies and other jurisdictions in which it operates. The tax effect of significant components of the Company’s deferred tax assets and liabilities at September 30, 2022, and December 31, 2021, are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES September 30, December 31, 2022 2021 Deferred tax assets: Net operating loss carryforward $ 410,512 $ 254,336 Timing differences - - Total gross deferred tax assets 410,512 254,336 Less: Deferred tax asset valuation allowance (410,512 ) (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 100 410,512 254,336 |
REVENUE CLASSES
REVENUE CLASSES | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE CLASSES | NOTE 12 – REVENUE CLASSES The Company has seven distinct revenue streams: hotel resort reservations, 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 2022 2021 For the Nine Months Ended September 30, 2022 2021 Revenues: Hotel resort $ 101,175 $ - Altitude chambers 420,913 - Tuition-based sports academies 4,899,219 5,403,078 Hosting events 1,266,605 - Uniform sales 422,986 - Membership fees 462,179 - Water systems 138,520 119,421 Total $ 7,711,597 $ 5,522,499 |
RECLASSIFICATION OF PRIOR YEAR
RECLASSIFICATION OF PRIOR YEAR | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
RECLASSIFICATION OF PRIOR YEAR | NOTE 13 – RECLASSIFICATION OF PRIOR YEAR The Company has reclassified certain line items on the statement of operations for the three months ended September 30, 2021, and for the nine months ended September 30, 2021, from the Form 10-Q for the period ended September 30, 2022, as filed with the United States Securities and Exchange Commission. In the 2021 filing, certain expenses, specifically direct costs of revenue, and salary and related expenses. In 2021, certain compensation expenses were classified as general and administrative versus direct costs of revenue. For the year ended December 31, 2021, and forward, the Company has classified certain costs to direct costs of revenue as they are a part of the direct costs. Additionally, rent expense and depreciation and amortization expense was included in other general and administrative expenses for the periods ended September 30, 2021, whereas, due to the significance of these expenses, they are segregated for the periods ended September 30, 2022, therefore, for comparison purposes, these expenses have been extracted for the periods ended September 30, 2021. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS On October 24, 2022, the Company executed Employment Agreements with Breunich, Del Mastro and Jaramillo. Breunich will receive $ 300,000 60,000 250,000 50,000 On October 25, 2022, the Company received a waiver notice from its legal counsel for 62,500 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 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 nine month periods ended September 30, 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. Altitude Hospitality LLC ® Rush Education LLC |
Liquidity and Going Concern | Liquidity and Going Concern 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 September 30, 2022, we had $ 2,148,417 in cash. Our net losses incurred for the nine months ended September 30, 2022 were $ 2,279,026 and the working capital deficit was $ 8,057,715 |
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 | Cash 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”) insurance amounts of $ 250,000 . From time to time, the Company has certain cash balances, including restricted cash, that may exceed insured limits. The Company utilizes large banking institutions that are reputable therefore mitigating the risks. The following table provides a reconciliation of cash and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows: SCHEDULE OF CASH AND RESTRICTED CASH September 30, 2022 Cash $ 2,148,417 Restricted cash included in other long-term assets (see Note 5) 10,190,888 Total cash and restricted cash shown in the statement of cash flows $ 12,339,305 |
Accounts Receivable | Accounts Receivable As of September 30, 2022, and December 31, 2021, the net accounts receivable balances were $ 821,827 91,520 248,990 205,455 1. Altitude Academies – The tuition is paid typically in two installments but, on a case-by-case basis, modifications do occur. 2. Rush Soccer – Rebates for soccer kits purchased by club members and membership rebates. 3. Altitude Water – The normal credit terms are 50% down with final payment upon delivery. 4. Altitude Chambers – The normal credit terms are 50% down with progress payments until final payment upon delivery. 5. Altitude Hospitality – The normal hotel terms related to the collection of revenue. Bad debt expense is determined based on the aging of accounts receivable and subsequent collections. Typically, receivables aged 60 days, or more are reviewed for determination. Receivables over 90 days, unless payment terms with some payments made to date, are reserved as additional allowance for doubtful accounts. |
Deferred Costs | Deferred Costs Deferred offering costs as of September 30, 2022, is $ 197,500 |
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 Hotel 5 6 39 years |
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 is valued at the lower of cost or market. As of September 30, 2022, and December 31, 2021, the inventory was valued at $ 271,884 161,235 Inventory is comprised of: SCHEDULE OF INVENTORY Finished Goods $ 102,350 Parts 169,534 Total $ 271,884 |
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 |
Revenue Recognition | Revenue Recognition Our sales are generated from seven revenue streams: 1) contracts with customers for the design, development, manufacture, and installation of simulated altitude athletic equipment, 2) sports training and academic tuition, 3) hosting events, 4) membership fees, 5) uniform sales, 6) sale of atmospheric water generators, and 7) revenues for hotel reservations. 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. In regard to the hotel resort, the revenue is recognized daily during the stay of the hotel guest for all services including, but not limited to, spa services and green fees for golf course. |
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 September 30, 2022, and December 31, 2021, deferred revenue amounted to $ 2,364,388 1,388,126 |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718, Compensation – Stock Compensation, and Certain Redeemable Financial Instruments |
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 FASB, ASC Topic 260, Earnings per Share |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes 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 September 30, 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 nine months ended September 30, 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 September 30, 2022, based on the assessment of Management, the Company determined that goodwill associated with the share exchange in which the Company acquired BHI amounted to $ 29,493,398 166,834 |
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) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF CASH AND RESTRICTED CASH | The following table provides a reconciliation of cash and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows: SCHEDULE OF CASH AND RESTRICTED CASH September 30, 2022 Cash $ 2,148,417 Restricted cash included in other long-term assets (see Note 5) 10,190,888 Total cash and restricted cash shown in the statement of cash flows $ 12,339,305 |
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 Hotel 5 6 39 years |
SCHEDULE OF INVENTORY | Inventory is comprised of: SCHEDULE OF INVENTORY Finished Goods $ 102,350 Parts 169,534 Total $ 271,884 |
ACQUISITION (Tables)
ACQUISITION (Tables) | 9 Months Ended |
Sep. 30, 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 provisional 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 nine months ended September 30, 2021, and 2020, as if the acquisition Rush Soccer had been completed on January 1, 2021. The pro-forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2021. SCHEDULE OF PRO-FORMA FINANCIAL INFORMATION ALTD Soccer Adjustments Total For the Nine Months Ended September 30, 2022 Rush Pro-forma ALTD Soccer Adjustments Total Revenue and income, net $ 5,799,606 $ 2,585,026 $ - $ 8,384,632 Operating expenses 8,069,152 2,521,623 - 10,590,775 Income (loss) from operations (2,269,546 ) 63,403 - (2,206,143 ) Other income (expense) - 140,800 - 140,800 Net income (loss) $ (2,269,546 ) $ 204,203 $ - $ (2,065,343 ) Net loss per common share - basic and fully diluted $ (0.01 ) $ (0.01 ) Weighted average number of common shares outstanding during the period - basic and fully diluted 386,465,519 386,465,519 ALTD Soccer Adjustments Total For the Nine Months Ended September 30, 2021 Rush Pro-forma ALTD Soccer Adjustments Total Revenue and income, net $ 5,522,499 $ 2,348,511 $ - $ 7,871,010 Operating expenses 9,804,290 1,636,774 - 11,441,064 Income (loss) from operations (4,281,791 ) 711,737 - (3,570,054 ) Other income (expense) - - - - Net income (loss) $ (4,281,791 ) $ 711,737 $ - $ (3,570,054 ) Net loss per common share - basic and fully diluted $ (0.03 ) $ (0.03 ) Weighted average number of common shares outstanding during the period - basic and fully diluted 132,448,232 132,448,232 |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF FIXED ASSETS | SCHEDULE OF FIXED ASSETS September 30, December 31, 2022 2021 Hotel $ 30,373,347 $ - Computer and equipment 179,747 148,893 Furniture and fixtures 27,786 17,331 Leasehold improvements 7,459 234,835 Operating / shop equipment 302,117 185,128 Transportation equipment 36,991 36,991 Total fixed assets 30,927,447 623,178 Less: Accumulated depreciation 530,773 552,142 Total fixed assets, net $ 30,396,674 $ 71,036 |
RESERVES, LEASE AGREEMENT AND_2
RESERVES, LEASE AGREEMENT AND PURCHASE OPTION FOR ACQUISITION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Reserves Lease Agreement And Purchase Option For Acquisition | |
SCHEDULE OF FUTURE LEASE PAYMENTS | The future lease payments, assuming the purchase option is not exercised, is as follows: SCHEDULE OF FUTURE LEASE PAYMENTS 2022 $ 1,100,000 2023 4,422,000 2024 4,510,440 2025 4,600,649 2026 4,692,662 Thereafter 82,775,200 Total $ 102,100,951 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 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 $ 7,500 2023 30,000 2024 30,000 2025 30,000 2026 30,000 Thereafter 137,500 Total $ 265,000 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE | SCHEDULE OF NOTES PAYABLE September 30, 2022 December 31, 2021 Accrued Accrued Principal Interest Total Principal Interest Total SBA EIDL $ 149,169 $ - $ 149,169 $ 149,169 $ - $ 149,169 FVPO Funds - - - 91,758 20,574 112,332 Grand Slam 412,637 - 412,637 434,560 - 434,560 FVPO Funds (a) 3,250,000 - 3,250,000 500,000 - 500,000 FVPO Funds (a) 15,000,000 - 15,000,000 - - - SBA EIDL 113,400 - 113,400 113,400 - 113,400 SBA 100,000 - 100,000 - - - Subtotal 19,025,206 - 19,025,206 1,288,887 20,574 1,309,461 Debt Discounts (a) (5,335,738 ) - (5,335,738 ) - - - Total $ 13,689,468 $ - $ 13,689,468 $ 1,288,887 $ 20,574 $ 1,309,461 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) | SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) September 30, December 31, 2022 2021 Tax expense (benefit) at the statutory rate $ (331,567 ) $ (205,425 ) State income taxes, net of federal income tax benefit (78,945 ) (48,911 ) Change in valuation allowance 410,512 254,336 Total $ - $ - |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES September 30, December 31, 2022 2021 Deferred tax assets: Net operating loss carryforward $ 410,512 $ 254,336 Timing differences - - Total gross deferred tax assets 410,512 254,336 Less: Deferred tax asset valuation allowance (410,512 ) (254,336 ) Total net deferred taxes $ - $ - |
REVENUE CLASSES (Tables)
REVENUE CLASSES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF OPERATING REVENUE CLASSES | The Company has seven distinct revenue streams: hotel resort reservations, 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 2022 2021 For the Nine Months Ended September 30, 2022 2021 Revenues: Hotel resort $ 101,175 $ - Altitude chambers 420,913 - Tuition-based sports academies 4,899,219 5,403,078 Hosting events 1,266,605 - Uniform sales 422,986 - Membership fees 462,179 - Water systems 138,520 119,421 Total $ 7,711,597 $ 5,522,499 |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) - shares | Sep. 02, 2022 | Apr. 02, 2022 | Mar. 01, 2022 | Feb. 01, 2022 | Jan. 02, 2022 | Jul. 06, 2021 | Sep. 30, 2022 | Dec. 31, 2021 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 102,754,802 | 12,500 | 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] | ||||||||
Stock Issued During Period, Shares, New Issues | 295,986,724 | |||||||
Ownership percentage | 100% |
SCHEDULE OF CASH AND RESTRICTED
SCHEDULE OF CASH AND RESTRICTED CASH (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||||
Cash | $ 2,148,417 | |||
Restricted cash included in other long-term assets (see Note 5) | 10,190,888 | |||
Total cash and restricted cash shown in the statement of cash flows | $ 12,339,305 | $ 423,165 | $ 324,764 | $ 134,003 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | Lesser of lease term or estimated useful life |
Hotel [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 39 years |
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 ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Finished Goods | $ 102,350 | |
Parts | 169,534 | |
Total | $ 271,884 | $ 161,235 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Cash | $ 2,148,417 | $ 2,148,417 | |||||||
Net Income (Loss) Attributable to Parent | 1,062,937 | $ 911,806 | $ 304,283 | $ 3,252,211 | $ 124,542 | $ 905,038 | 2,279,026 | $ 4,281,791 | |
Working capital deficit | 8,057,715 | 8,057,715 | |||||||
Cash, FDIC Insured Amount | 250,000 | 250,000 | |||||||
Accounts receivable net | 821,827 | 821,827 | $ 91,520 | ||||||
Allowances for doubtful accounts | 248,990 | 248,990 | 205,455 | ||||||
Deferred offering costs | 197,500 | 197,500 | |||||||
Inventory, net | 271,884 | 271,884 | 161,235 | ||||||
Deferred revenue | 2,364,388 | 2,364,388 | 1,388,126 | ||||||
Goodwill | 29,660,232 | 29,660,232 | $ 29,493,398 | ||||||
Soccer Partners [Member] | |||||||||
Goodwill | 166,834 | 166,834 | |||||||
Breunich Holdings,Inc.[Member] | |||||||||
Goodwill | $ 29,493,398 | $ 29,493,398 |
SCHEDULE OF BUSINESS COMBINATIO
SCHEDULE OF BUSINESS COMBINATIONS AT FAIR VALUE (Details) - USD ($) | Sep. 30, 2022 | Mar. 07, 2022 | Dec. 31, 2021 |
Fair value of identifiable assets acquired, and liabilities assumed: | |||
Goodwill | $ 29,660,232 | $ 29,493,398 | |
Soccer Partners America [Member] | |||
Consideration given: | |||
Common stock shares given | $ 556,000 | ||
Future consideration | 400,000 | ||
Total consideration | 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 |
SCHEDULE OF PRO-FORMA FINANCIAL
SCHEDULE OF PRO-FORMA FINANCIAL INFORMATION (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue and income, net | $ 8,384,632 | $ 7,871,010 |
Operating expenses | 10,590,775 | 11,441,064 |
Income (loss) from operations | (2,206,143) | (3,570,054) |
Other income (expense) | 140,800 | |
Net income (loss) | $ (2,065,343) | $ (3,570,054) |
Net loss per common share - basic and fully diluted | $ (0.01) | $ (0.03) |
Weighted average number of common shares outstanding during the period - basic and fully diluted | 386,465,519 | 132,448,232 |
Parent Company [Member] | ||
Revenue and income, net | $ 5,799,606 | $ 5,522,499 |
Operating expenses | 8,069,152 | 9,804,290 |
Income (loss) from operations | (2,269,546) | (4,281,791) |
Other income (expense) | ||
Net income (loss) | $ (2,269,546) | $ (4,281,791) |
Net loss per common share - basic and fully diluted | $ (0.01) | $ (0.03) |
Weighted average number of common shares outstanding during the period - basic and fully diluted | 386,465,519 | 132,448,232 |
Rush Soccer [Member] | ||
Revenue and income, net | $ 2,585,026 | $ 2,348,511 |
Operating expenses | 2,521,623 | 1,636,774 |
Income (loss) from operations | 63,403 | 711,737 |
Other income (expense) | 140,800 | |
Net income (loss) | 204,203 | 711,737 |
Proforma Adjustments [Member] | ||
Revenue and income, net | ||
Operating expenses | ||
Income (loss) from operations | ||
Other income (expense) | ||
Net income (loss) |
ACQUISITION (Details Narrative)
ACQUISITION (Details Narrative) - USD ($) | Sep. 02, 2022 | Apr. 02, 2022 | Mar. 07, 2022 | Mar. 04, 2022 | Mar. 01, 2022 | Feb. 01, 2022 | Jan. 02, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||||||||
Stock issued during period value new issues | $ 4,315,702 | $ 409 | $ 750 | $ 862 | $ 1,488 | ||||
Goodwill | $ 29,660,232 | $ 29,493,398 | |||||||
Soccer Partners [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | 166,834 | ||||||||
Soccer Partners America [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 166,834 | ||||||||
Consulting Management and License Agreement [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Shares of common stock | 10,000,000 | ||||||||
Share price | $ 0.056 | ||||||||
Stock issued during period value new issues | $ 556,000 | ||||||||
Consulting Management and License Agreement [Member] | Soccer Partners [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business consideration amount | $ 20,000 | ||||||||
Acquisition period | 20 years | ||||||||
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 ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Hotel | $ 30,373,347 | |
Computer and equipment | 179,747 | 148,893 |
Furniture and fixtures | 27,786 | 17,331 |
Leasehold improvements | 7,459 | 234,835 |
Operating / shop equipment | 302,117 | 185,128 |
Transportation equipment | 36,991 | 36,991 |
Total fixed assets | 30,927,447 | 623,178 |
Less: Accumulated depreciation | 530,773 | 552,142 |
Total fixed assets, net | $ 30,396,674 | $ 71,036 |
FIXED ASSETS (Details Narrative
FIXED ASSETS (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Fixed assets, net | $ 31,146,674 | $ 71,036 | |
Depreciation expense | $ 85,683 | $ 3,516 |
SCHEDULE OF FUTURE LEASE PAYMEN
SCHEDULE OF FUTURE LEASE PAYMENTS (Details) | Sep. 30, 2022 USD ($) |
Reserves Lease Agreement And Purchase Option For Acquisition | |
2022 | $ 1,100,000 |
2023 | 4,422,000 |
2024 | 4,510,440 |
2025 | 4,600,649 |
2026 | 4,692,662 |
Thereafter | 82,775,200 |
Total | $ 102,100,951 |
RESERVES, LEASE AGREEMENT AND_3
RESERVES, LEASE AGREEMENT AND PURCHASE OPTION FOR ACQUISITION (Details Narrative) - USD ($) | 9 Months Ended | |||
Sep. 02, 2022 | Aug. 06, 2022 | Jul. 29, 2022 | Sep. 30, 2022 | |
Management agreement description | In exchange for these services, the Manager shall be paid monthly at the following rates: for the first twelve months of the Management Agreement, the greater of $25,000 per month or 3% gross revenue per month, and for the remainder of the term of the Management Agreement, 3% of the gross revenue per month. The term of the Management Agreement goes through September 30, 2027. | |||
Management fee | $ 100,000 | |||
Construction reserve | $ 1,118,390 | |||
Interest reserve | 2,472,498 | |||
Store reserve | 6,600,000 | |||
Cost of hotel and land | 55,000,000 | |||
Land | 28,200,000 | |||
Buildings and improvements | 26,200,000 | |||
Balance At Closing [Member] | ||||
Construction reserve | 3,000,000 | |||
Interest reserve | 3,000,000 | |||
Store reserve | $ 6,600,000 | |||
Purchase And Sale Agreement [Member] | Sandpiper [Member] | ||||
Deposit amount of property purchase | $ 1,250,000 | |||
Purchase And Sale Agreement [Member] | Sandpiper [Member] | Third Addendum [Member] | ||||
Deposit amount of property purchase | $ 250,000 | |||
Purchase And Sale Agreement [Member] | Store PSA [Member] | ||||
Payment to property purchase | $ 55,000,000 | |||
Lease Agreement [Member] | Altitude Hospitality [Member] | ||||
Lease description | Altitude Hospitality’s lease and use of the Property through September 30, 2042, with five-year extension options through 2062. | |||
Annual rental | $ 4,400,000 | |||
Security deposit | $ 6,600,000 | |||
Deposits description | Altitude Hospitality is required to establish a Capital Replacement Reserve Account into which Altitude Hospitality will deposit monthly an amount between 2-4% of the gross revenue of the Property for the preceding month. If no event of default is occurring under the Lease, then Altitude Hospitality shall have the right to withdraw certain Approved Expenditures (as defined therein) from the Capital Replacement Reserve Account (as defined therein) to be used to pay for the cost of furniture, fixtures and equipment for the Property or other real property improvements to the Property, subject to certain requirements of STORE | |||
Purchase option, description | After thirty-six months after the completion of the property improvements (“PIP”) as required by the Franchisor (as defined below), and until four years after the completion of the PIP, Altitude Holdings shall have the option (the “Purchase Option”) to give STORE written notice to purchase the Property for a price equal to the greater of (i) 110% of STORE’s total investment; or (ii) the then current base annual rental divided by the applicable cap rate. The closing for such Purchase Option must occur within ninety (90) days following STORE’s receipt of the Purchase Option notice. Altitude Hospitality’s rights under the Purchase Option shall terminate if the Lease terminates or if the initial term expires before the exercise of the Purchase Option, except if the Lease terminates prior to the end of the initial term or any extension term, then Altitude Hospitality may elect to exercise the Purchase Option if written notice is given to Lessor at least ten days prior to such termination. The Purchase Option may not be assigned. | |||
Membership Agreement [Member] | Franchisor [Member] | ||||
Agreement term | 20 years | |||
Payment of nonrefundable fee | $ 101,000 | |||
Membership Agreement [Member] | Franchisor [Member] | Maximum [Member] | ||||
Gross revenue percentage | 6% | |||
Disbursement Agreement [Member] | Store [Member] | ||||
Borrowings to finance cost of construction. | $ 25,000,000 | |||
Agreement description | The terms of the Disbursement Agreement are subject to certain conditions, including the funding by Altitude Hospitality of at least $8,000,000 toward improvements at the Property (including establishing a construction deposit of $3,000,000 in segregated funds for such purpose), all of which may be reimbursed by STORE under the Disbursement Agreement if certain conditions are met | |||
Construction deposit | $ 3,000,000 | |||
Loan Agreement [Member] | ||||
Debt borrowings | $ 15,000,000 | $ 15,000,000 | ||
Debt interest rate | 13% | |||
Maturity date | Sep. 02, 2025 | |||
Number of restricted stock issued | 102,754,802 | |||
Loan Agreement [Member] | Interest Rate Floor [Member] | ||||
Debt interest rate | 2% | |||
Revenue Share Agreement [Member] | ||||
Agreement term | 10 years | |||
Net operating income percentage | 20% | |||
Payment of Loan | $ 2,500,000 | |||
Management Agreement [Member] | ||||
Management fee | $ 25,000 | |||
Percentage of gross revene per month to be paid monthly as management fee | 3% | |||
Management Agreement [Member] | Reminder of Term [Member] | ||||
Percentage of gross revene per month to be paid monthly as management fee | 3% |
SCHEDULE OF INTANGIBLE ASSETS,
SCHEDULE OF INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE (Details) | Sep. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 7,500 |
2023 | 30,000 |
2024 | 30,000 |
2025 | 30,000 |
2026 | 30,000 |
Thereafter | 137,500 |
Total | $ 265,000 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 29,660,232 | $ 29,493,398 | |
Intangible assets, amount | 265,000 | $ 287,500 | |
Amortization expense for intangible assets | $ 22,500 | $ 0 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Accrued Principal | $ 19,025,206 | $ 1,288,887 |
Accrued Interest | 20,574 | |
Total | 19,025,206 | 1,309,461 |
Debt instrument, Principal | (5,335,738) | |
Debt instrument, accrued interest | ||
Subtotal | (5,335,738) | |
Debt discount, principal | 13,689,468 | 1,288,887 |
Debt discount, accrued interest | 20,574 | |
Debt Discount | 13,689,468 | 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 | 412,637 | 434,560 |
Accrued Interest | ||
Total | 412,637 | 434,560 |
Note Payable 4 [Member] | FVPO Funds [Member] | ||
Short-Term Debt [Line Items] | ||
Accrued Principal | 3,250,000 | 500,000 |
Accrued Interest | ||
Total | 3,250,000 | 500,000 |
Note Payable 5 [Member] | FVPO Funds [Member] | ||
Short-Term Debt [Line Items] | ||
Accrued Principal | 15,000,000 | |
Accrued Interest | ||
Total | 15,000,000 | |
Note Payable 6 [Member] | SBA EIDL [Member] | ||
Short-Term Debt [Line Items] | ||
Accrued Principal | 113,400 | 113,400 |
Accrued Interest | ||
Total | 113,400 | 113,400 |
Note Payable 7 [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 ($) | 12 Months Ended | ||||||||||
Sep. 02, 2022 | Mar. 07, 2022 | Dec. 20, 2021 | Jan. 11, 2019 | Dec. 31, 2021 | Sep. 30, 2022 | Feb. 08, 2022 | Aug. 25, 2020 | May 27, 2020 | May 05, 2020 | Oct. 31, 2011 | |
Short-Term Debt [Line Items] | |||||||||||
Notes payable | $ 1,309,461 | $ 19,025,206 | |||||||||
Proceeds from loans | 2,650,000 | ||||||||||
Soccer America [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt borrowings | $ 100,000 | 100,000 | |||||||||
Debt interest rate | 2.75% | ||||||||||
Maturity date | Jun. 15, 2050 | ||||||||||
Debt Instrument, Periodic Payment | $ 641 | ||||||||||
ITA [Member] | Unsecured Debt [Member] | SBA [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt borrowings | 149,169 | 149,169 | $ 149,900 | ||||||||
Debt interest rate | 3.75% | ||||||||||
NVL [Member] | Unsecured Debt [Member] | SBA [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt borrowings | 149,169 | 149,169 | $ 113,400 | ||||||||
Debt interest rate | 3.75% | ||||||||||
Term Loan Commitment [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Notes payable | 91,758 | ||||||||||
Debt borrowings | $ 300,000 | ||||||||||
Debt instrument term | 3 years | ||||||||||
Debt interest rate | 8.50% | ||||||||||
Loan Note [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Notes payable | 434,560 | 412,637 | |||||||||
Debt borrowings | $ 735,714 | ||||||||||
Net profit percentage | 25% | ||||||||||
Debt instrument, annual principal payment | $ 30,000 | ||||||||||
Paycheck Protection Program CARES Act [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Notes payable | 20,800 | 0 | $ 20,800 | ||||||||
Unsecured Loan Agreement [Member] | Trident Water [Member] | FVP Servicing [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt borrowings | $ 500,000 | $ 500,000 | 3,250,000 | ||||||||
Debt interest rate | 12% | ||||||||||
Maturity date | Dec. 20, 2023 | ||||||||||
First Amendment to Loan Agreement [Member] | FVP Servicing [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Notes payable | $ 100,000 | ||||||||||
Loan Agreement [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt borrowings | $ 15,000,000 | $ 15,000,000 | |||||||||
Debt interest rate | 13% | ||||||||||
Maturity date | Sep. 02, 2025 | ||||||||||
Number of restricted stock issued | 102,754,802 | ||||||||||
Loan Agreement [Member] | Interest Rate Floor [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt interest rate | 2% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 9 Months Ended | |||||||||
Sep. 02, 2022 | Aug. 06, 2022 | Apr. 02, 2022 | Mar. 01, 2022 | Feb. 01, 2022 | Jan. 02, 2022 | Nov. 30, 2021 | Oct. 31, 2021 | Jan. 24, 2019 | Sep. 30, 2022 | |
Product Liability Contingency [Line Items] | ||||||||||
Franchise monthly fee | $ 100,000 | |||||||||
Stock Issued During Period, Shares, New Issues | 102,754,802 | 12,500 | 12,500 | 12,500 | 12,500 | |||||
Revised Licensing Agreement [Member] | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Annual license fee, description | The annual license fee under the revised agreement is $1.00 per year. The product line ranges from personal at home use machines to fully integrated environmental rooms and chambers. Altitude has the licensing rights to use all technology to manufacture the products and to sell them (directly or through distributors) in the following territories | |||||||||
Management Agreement [Member] | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Franchise monthly fee | $ 25,000 | |||||||||
Management Agreement [Member] | 16929 Wellness Consultants Inc [Member] | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Debt 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 | |||||||||
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 monthly fee | $ 1,250 | |||||||||
Franchise fee percentage | 20% | |||||||||
Franchise purchased fee | $ 8,000 | |||||||||
Stock Issued During Period, Shares, New Issues | 3,000,000 | |||||||||
Membership Agreement [Member] | Franchisor [Member] | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Agreement term | 20 years | |||||||||
Payment of nonrefundable fee | $ 101,000 | |||||||||
Membership Agreement [Member] | Franchisor [Member] | Maximum [Member] | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Gross revenue percentage | 6% | |||||||||
Revenue Share Agreement [Member] | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Agreement term | 10 years | |||||||||
Net operating income percentage | 20% | |||||||||
Payments of loan | $ 2,500,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||
Repayments of related party debt | $ 69,200 | |
Gregory Breunich and Gabriel Jaramillo [Member] | ||
Related Party Transaction [Line Items] | ||
Repayments of related party debt | 260,000 | 280,000 |
Trans World Performance LLC, and Scott Del Mastro [Member] | ||
Related Party Transaction [Line Items] | ||
Repayments of related party debt | 87,692 | 87,692 |
Gregory Breunich [Member] | ||
Related Party Transaction [Line Items] | ||
Repayments of related party debt | $ 55,000 | $ 0 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||||||||||||
Sep. 07, 2022 | Sep. 02, 2022 | Apr. 29, 2022 | Apr. 02, 2022 | 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 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Feb. 10, 2021 | |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||||
Preferred stock no par value | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||||
Preferred stock voting rights description | the 51 shares of Series A Preferred Stock would have 501,890,680 votes per share of Series A Preferred Stock | |||||||||||||||||||
Common stock, shares outstanding | 492,239,343 | 492,239,343 | 358,070,905 | |||||||||||||||||
Preferred stock, shares issued | 51 | 51 | 51 | |||||||||||||||||
Preferred stock, shares outstanding | 51 | 51 | 51 | |||||||||||||||||
Common stock, shares authorized | 100,000,000 | 600,000,000 | 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 | |||||||||||||||||||
Number of shares issued | 102,754,802 | 12,500 | 12,500 | 12,500 | 12,500 | |||||||||||||||
Shares issued price per share | $ 0.042 | $ 0.0327 | $ 0.06 | $ 0.069 | $ 0.119 | |||||||||||||||
Value of common stock shares issued | $ 4,315,702 | $ 409 | $ 750 | $ 862 | $ 1,488 | |||||||||||||||
Number of common stock shares issued for services, value | $ 136,500 | $ 409 | $ 85,900 | $ 2,953,985 | ||||||||||||||||
Common stock as debt discount to loan | 16,363,636 | |||||||||||||||||||
Options exercised, shares | 250,000 | |||||||||||||||||||
Hospitality Funding Inc [Member] | ||||||||||||||||||||
Number of shares issued | 1,000,000 | |||||||||||||||||||
Shares issued price per share | $ 0.055 | |||||||||||||||||||
Value of common stock shares issued | $ 55,000 | |||||||||||||||||||
FVP Opportunity Fund III LP [Member] | ||||||||||||||||||||
Number of shares issued | 41,101,921 | |||||||||||||||||||
FVP Opportunity Fund IVLP [Member] | ||||||||||||||||||||
Number of shares issued | 10,275,480 | |||||||||||||||||||
GT Partners Private Credit Finance LLC [Member] | ||||||||||||||||||||
Number of shares issued | 38,533,051 | |||||||||||||||||||
GT Monterey Cypress Finance LLC [Member] | ||||||||||||||||||||
Number of shares issued | 12,844,350 | |||||||||||||||||||
MzGroup Inc [Member] | ||||||||||||||||||||
Number of shares issued | 3,500,000 | |||||||||||||||||||
Shares issued price per share | $ 0.039 | |||||||||||||||||||
Value of common stock shares issued | $ 136,500 | |||||||||||||||||||
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 | |||||||||||||||||||
Shares issued price per share | $ 0.0556 | |||||||||||||||||||
Number of common stock shares issued for services, value | $ 27,800 | |||||||||||||||||||
Five Individuals [Member] | ||||||||||||||||||||
Shares issued price per share | $ 0.0556 | |||||||||||||||||||
Value of common stock shares issued | $ 556,000 | |||||||||||||||||||
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 ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Tax expense (benefit) at the statutory rate | $ (331,567) | $ (205,425) |
State income taxes, net of federal income tax benefit | (78,945) | (48,911) |
Change in valuation allowance | 410,512 | 254,336 |
Total |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 410,512 | $ 254,336 |
Timing differences | ||
Total gross deferred tax assets | 410,512 | 254,336 |
Less: Deferred tax asset valuation allowance | (410,512) | (254,336) |
Total net deferred taxes |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforward | $ 410,512 | ||
Federal statutory income tax rate, percent | 21% | 21% | |
Deferred tax asset percentage | 100% | ||
Deferred tax valuation allowance | $ 410,512 | $ 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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total | $ 2,929,659 | $ 1,946,520 | $ 7,711,597 | $ 5,522,499 |
Hotel Resort [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 101,175 | |||
Altitude Chambers [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 420,913 | |||
Tuition-based Sports Academies [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 4,899,219 | 5,403,078 | ||
Hosting Events [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 1,266,605 | |||
Uniform Sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 422,986 | |||
Membership Fees [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 462,179 | |||
Water Systems [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | $ 138,520 | $ 119,421 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | Oct. 24, 2022 | Oct. 25, 2022 |
Common Stock [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares recorded as issuable | 62,500 | |
Deferred Bonus [Member] | Employment Agreement [Member] | Breunich [Member] | ||
Subsequent Event [Line Items] | ||
Incentive fee | $ 300,000 | |
Deferred incentive | 60,000 | |
Deferred Bonus [Member] | Employment Agreement [Member] | Del Mastro And Jaramillo [Member] | ||
Subsequent Event [Line Items] | ||
Incentive fee | 250,000 | |
Deferred incentive | $ 50,000 |