Cover
Cover | 9 Months Ended |
Sep. 30, 2022 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
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 Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | Lucosky Brookman LLP |
Entity Address, Address Line Two | 101 Wood Avenue South |
Entity Address, City or Town | Woodbridge |
Entity Address, State or Province | NJ |
Entity Address, Postal Zip Code | 08830 |
City Area Code | (732) |
Local Phone Number | 395-4400 |
Contact Personnel Name | Joseph Lucosky, Esq. |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | |||
Cash | $ 2,148,417 | $ 423,165 | $ 134,003 |
Accounts receivable, net | 821,827 | 91,520 | 269,962 |
Inventory | 271,884 | 161,235 | 50,536 |
Prepaid expense | 685,671 | 88,134 | 202,003 |
Deferred offering costs | 197,500 | ||
Other current assets | 800 | ||
Total current assets | 4,126,099 | 764,054 | 656,504 |
Land | 28,200,000 | ||
Fixed assets, net | 30,396,674 | 71,036 | 286,099 |
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 | 942,603 |
Current liabilities | |||
Notes payable - related party | 69,200 | ||
Notes payable | 2,948,284 | 934,568 | |
Accounts payable and accrued expenses | 1,986,612 | 436,896 | 466,708 |
Accounts payable and accrued expenses - related party | 113,422 | ||
Stockholders’ advance | 36,211 | 36,211 | 36,211 |
PPP loan | 20,800 | 30,595 | |
Loan payable | 448,321 | ||
Hotel financing, current | 4,400,000 | ||
Deferred revenue | 2,364,388 | 1,388,126 | 1,378,502 |
Total current liabilities | 12,183,816 | 1,882,033 | 3,029,206 |
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 | 263,300 |
Total non-current liabilities | 62,577,765 | 1,288,887 | 263,300 |
Total liabilities | 74,761,581 | 3,170,920 | 3,292,506 |
Commitments and contingencies - Note 7 | |||
Stockholders’ equity (deficit) | |||
Preferred stock value | |||
Common stock value | 34,659,879 | 30,362,949 | 3,091,136 |
Members’ deficit | (1,981,343) | ||
Additional paid in capital | (1,270,366) | ||
Non-controlling members’ deficit | (44,454) | ||
Accumulated deficit | (5,196,907) | (2,917,881) | (2,144,876) |
Total stockholders’ equity (deficit) | 29,462,972 | 27,445,068 | (2,349,903) |
Total liabilities and stockholders’ equity (deficit) | $ 104,224,553 | $ 30,615,988 | $ 942,603 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Preferred stock, no par value | $ 0 | $ 0 | $ 0 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 51 | 51 | 0 |
Preferred stock, shares outstanding | 51 | 51 | 0 |
Common stock, no par value | $ 0 | $ 0 | $ 0 |
Common stock, shares authorized | 600,000,000 | 600,000,000 | 600,000,000 |
Common stock, shares issued | 492,239,343 | 358,070,905 | 51,487,764 |
Common stock, shares outstanding | 492,239,343 | 358,070,905 | 51,487,764 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||||
Revenue | $ 2,929,659 | $ 1,946,520 | $ 7,711,597 | $ 5,522,499 | $ 6,595,867 | $ 5,524,410 |
Operating expenses | ||||||
Direct costs of revenue | 1,067,091 | 958,214 | 3,444,088 | 2,922,529 | 2,862,941 | 2,217,974 |
Professional fees | 191,555 | 313,863 | 727,885 | 475,910 | 407,401 | 106,639 |
Salary expenses | 1,107,602 | 376,123 | 2,929,273 | 1,123,565 | 2,396,915 | 1,478,414 |
Stock-based compensation | 136,500 | 3,063,185 | 222,809 | 3,063,185 | 657,947 | |
Marketing expense | 113,589 | 102,281 | 259,276 | 183,169 | 240,080 | 108,229 |
Rent expense | 125,547 | (21,540) | 349,220 | 185,902 | 648,080 | 98,209 |
Impairment expense | 378,433 | |||||
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 | 1,804,505 | 1,723,531 |
Total operating expenses | 3,507,714 | 5,196,952 | 9,314,083 | 8,860,978 | 9,017,869 | 6,111,429 |
Loss from operations | (578,055) | (3,250,432) | (1,602,486) | (3,338,480) | (2,422,002) | (587,019) |
Other income (expenses) | ||||||
Gain on settlement of debt | 41,254 | |||||
Loss on settlement of debt | (11,754) | |||||
Gain on forgiveness of PPP loans | 20,800 | 20,800 | 614,972 | 507,207 | ||
Impairment expense | (978,795) | |||||
Amortization of debt discount | (310,886) | (432,072) | ||||
Interest expense | (194,796) | (1,779) | (265,268) | (5,770) | (22,833) | (45,486) |
Total other income (expenses) | (484,882) | (1,779) | (676,540) | (943,311) | 580,385 | 461,721 |
Net loss before non-controlling interest | (1,841,617) | (125,298) | ||||
Net loss attributable to non-controlling interests | (20,011) | |||||
Net loss | $ (1,062,937) | $ (3,252,211) | $ (2,279,026) | $ (4,281,791) | $ (1,841,617) | $ (105,287) |
Earnings per share - basic and fully diluted | $ 0 | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.01) | $ 0 |
Weighted average number of shares of common stock - basic and fully diluted | 417,015,842 | 281,000,854 | 386,465,519 | 132,448,232 | 189,059,461 | 45,323,448 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) - 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, 2019 | $ 100 | $ (1,864,881) | $ (159,444) | $ (37,180) | $ (2,061,405) | ||
Balance, shares at Dec. 31, 2019 | |||||||
Net loss | (105,287) | ||||||
Capital contribution | 135,001 | 135,001 | |||||
Net loss | (116,462) | (20,011) | 11,175 | (125,298) | |||
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) | ||||||
Net loss | |||||||
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, 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 | (1,841,617) | ||||||
Issuance of common stock for services | $ 657,947 | 657,947 | |||||
Issuance of common stock for services, shares | 3,062,500 | ||||||
Conversion of debt to common stock | $ 87,080 | 87,080 | |||||
Conversion of debt to common stock, shares | 181,417 | ||||||
Options exercised into common stock | $ 19,250 | 19,250 | |||||
Options exercised into common stock, shares | 250,000 | ||||||
Acquisition of BHI | |||||||
Acquisition of BHI, shares | |||||||
Net loss | (1,841,617) | (1,841,617) | |||||
Acquisition of Altitude International Holdings | $ 29,598,672 | (100) | 730,343 | 44,454 | (1,050,259) | 29,323,110 | |
Acquisition of Altitude International Holdings, shares | 51 | 354,576,988 | |||||
Private placement sale of common stock of Breunich Holdings, Inc. | 1,251,000 | 1,251,000 | |||||
Balance at Dec. 31, 2021 | $ 30,362,949 | (2,917,881) | 27,445,068 | ||||
Balance, shares at Dec. 31, 2021 | 51 | 358,070,905 | |||||
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, shares | 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 | |||||
Net loss | |||||||
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) | ||||||
Net loss | |||||||
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 | ||||||
Net loss | |||||||
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 - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||||
Net loss | $ (1,841,617) | $ (125,298) | ||
Net loss attributable to non-controlling interest | 20,011 | |||
Net loss | (2,279,026) | (4,281,791) | (1,841,617) | (105,287) |
Adjustments to reconcile net loss to net cash used in operations: | ||||
Depreciation and amortization expense | 108,183 | 22,633 | 229,530 | 51,189 |
Goodwill impairment | 378,433 | |||
Amortization of debt discount | 432,072 | |||
Stock-based compensation | 222,809 | 3,063,185 | 657,947 | |
Bad debt expense | 45,254 | 205,455 | ||
Gain on settlement of debt | (41,254) | |||
Gain on forgiveness of PPP loans | (20,800) | (614,972) | ||
Loss on forgiveness of debt | 11,754 | (507,207) | ||
Impairment expense | 978,795 | |||
Change in assets and liabilities: | ||||
Accounts receivable | (775,561) | (255,417) | (27,013) | 37,593 |
Inventory | (110,649) | (165,105) | (110,699) | (25,674) |
Prepaid expense | (597,538) | 34,107 | 113,869 | 48,450 |
Franchise fees | (101,100) | |||
Deposits | (161,147) | |||
Accounts payable and accrued expenses | 1,925,932 | 49,328 | (84,658) | (131,654) |
Accounts payable and accrued expenses - related party | (113,422) | (113,422) | (3,754) | |
Deferred revenue | 756,345 | (7,631) | (116,413) | (640,881) |
Net cash used in operating activities | (555,225) | (716,572) | (1,690,239) | (898,792) |
Cash flows used in investing activities: | ||||
Acquisition of ALTD, net | 4,122 | |||
Acquisition of Rush Soccer, net of cash acquired | 1,216,126 | |||
Construction in progress | (1,123,413) | |||
Purchase of fixed assets | (439,419) | (1,967) | (11,667) | |
Net cash provided by (used in) investing activities | (346,706) | 2,155 | (11,667) | |
Cash flows from financing activities: | ||||
Proceeds from notes payable | 13,595,372 | 500,000 | 673,465 | |
Proceeds from stock options exercised | 19,250 | 19,250 | ||
Proceeds from PPP loans | 957,283 | 584,377 | 30,595 | |
Proceeds from private placement of BHI common stock | 1,251,000 | |||
Partners’ capital, net | 90,127 | |||
Repayment of notes payable to related parties | (69,200) | (69,200) | ||
Repayment of financing | (377,482) | |||
Deferred offering costs | (197,500) | |||
Repayment of notes payable | (202,319) | (308,181) | ||
Net cash provided by financing activities | 12,818,071 | 907,333 | 1,977,246 | 794,187 |
Net increase (decrease) in cash | 11,916,140 | 190,761 | 289,162 | (116,272) |
Cash at beginning of period | 423,165 | 134,003 | 134,003 | 250,275 |
Cash at end of period | 12,339,305 | 324,764 | 423,165 | 134,003 |
Cash paid for interest | 270,963 | 23,651 | 45,522 | |
Cash paid for taxes | ||||
Non-cash investing and financing activities: | ||||
Issuance of common stock for financing | 5,527,089 | |||
Issuance of common stock for acquisition | 29,598,672 | |||
Issuance of common stock for accounts payable settlement | $ 90,708 | |||
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 | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
NATURE OF OPERATIONS | NOTE 1 – NATURE OF OPERATIONS Company Background Altitude International Holdings, Inc. (f/k/a Altitude International, Inc. 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. | NOTE 1 – NATURE OF OPERATIONS Company Background Altitude International Holdings, Inc. (f/k/a Altitude International, Inc., the “Company,” “we,” “us,” “our,” or “Altitude-NY”), was incorporated in the State of New York on July 13, 1994 as “Titan Computer Services, Inc.” On August 21, 2020, the Company filed with the State of New York to change the name from Altitude International, Inc. to Altitude International Holdings, Inc. On June 27, 2017, the Company successfully closed a Share Exchange transaction (the “Share Exchange”) with the shareholders of Altitude International, Inc. (“Altitude”), a Wisconsin corporation. Altitude was incorporated on May 18, 2017, under the laws of the state of Wisconsin and has been operating as a wholly owned subsidiary of Altitude-NY since the Share Exchange. Altitude operates through Northern, Central, and South America sales to execute the current business plan of athletic training industry, specifically altitude training. Our objective is to be recognized as one of the upper tier specialty altitude training equipment providers in the Americas. On April 24, 2020, the Company formed a wholly owned subsidiary in Wisconsin called “Altitude Sports Management Corp.,” which has no activity to date. On July 6, 2021, Altitude International Holdings, Inc. (“Altitude” or the “Company”) entered into a Share Exchange Agreement (the “Agreement”) with Breunich Holdings, Inc., a Delaware entity (“BHI”). BHI is a holding company with seven operating LLCs, including CMA Soccer, LLC, ITA-USA Enterprise LLC, Trident Water LLC, North Miami Beach Academy LLC, NVL Volleyball Academy LLC, Six Log Cleaning and Sanitizing LLC, and Altitude Wellness LLC. Pursuant to the terms of the Agreement, the Company agreed to issue 295,986,724 shares of its common stock to the shareholders of BHI in exchange for 100 % ownership of BHI. The Company also agreed to issue 51 shares of its Series A preferred stock to Greg Breunich as part of the agreement. Following the Agreement, BHI is a wholly owned subsidiary of the Company, with each of its subsidiaries operating as wholly owned subsidiaries. At the Closing of the Share Exchange Agreement on July 23, 2021, Altitude acquired 100 % ownership of BHI as a wholly owned subsidiary and its operating companies: CMA Soccer, LLC, ITA-USA Enterprise LLC, Trident Water LLC, North Miami Beach Academy LLC, NVL Volleyball Academy LLC, Six Log Cleaning and Sanitizing LLC, and Altitude Wellness LLC. Certain subsidiaries have filed for dba’s to reflect the new corporate structure and the Altitude brand. For financial reporting purposes, the acquisition of BHI and the change of control in connection with the acquisition represented a “reverse merger” and BHI is deemed to be the accounting acquirer in the transaction. BHI is the acquirer for financial reporting purposes, and the Company (Altitude International Holdings, Inc.) is the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the acquisition are those of BHI. See Note 3. On November 5, 2021, the Company formed Altitude Online Learning LLC, a Florida limited liability company. As of December 31, 2021, this entity had no activity. Nature of Operations Altitude International Holdings, Inc. is a multi-faceted organization focused on integrating advanced training and hydration technology with specialized sports training. Since 2017, Altitude has specialized in creating properly engineered, membrane-based designs for simulated altitude training equipment. The product line ranges from personal at home use machines to fully integrated environmental rooms and chambers and has been used at a university and an NFL team. An NBA team has placed an order. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America and has a year-end of December 31. 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. | 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. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Altitude. All significant intercompany balances and transactions have been eliminated in the consolidation. The consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles (“GAAP”) and stated in United States dollars, have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission. ITA-USA Enterprise LLC, CMA Soccer LLC NVL Academy LLC Trident Water LLC North Miami Beach Academy LLC Six Log Cleaning & Sanitizing, LLC Altitude International, Inc. Altitude Wellness LLC Altitude Online Learning LLC Altitude Sports Management Corp. All intercompany accounts and transactions are eliminated in consolidation. Going Concern and Liquidity We have incurred recurring losses since inception and expect to continue to incur losses as a result of legal and professional fees and our corporate general and administrative expenses. On December 31, 2021, we had $ 423,165 in cash. Our net losses incurred for the year ended December 31, 2021 were $ 1,841,617 and working capital deficit was $ 1,117,979 at December 31, 2021. As a result, there is substantial doubt about our ability to continue as a going concern. In the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition and long-term prospects. The Company expects to seek to obtain additional funding through increased revenues and future financings. There can be no assurance as to the availability or terms upon which such financing and capital might be available. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash is comprised of cash balances. Cash is held at major financial institutions and is subject to credit risk to the extent that those balances exceed applicable Federal Deposit Insurance Corporation (“FDIC”) of $ 250,000 . The Company had material balances in excess of the insured limits as of December 31, 2021, and 2020 of approximately $ 173,000 and $ 0 , respectively. Accounts Receivable Accounts receivable for tuition is recorded by the Company. As of December 31, 2021, and 2020, the balances were $ 91,520 and $ 269,962 , net of allowances. There were allowances for doubtful accounts of $ 205,455 and $ 0 at December 31, 2021 and 2020, respectively. The credit terms provided are as follows: 1. Altitude Academies – The tuition is paid typically in two installments but, on a case-by-case basis, modifications do occur. 2. Altitude Water – The normal credit terms is 50% down with final payment upon delivery. 3. Altitude Chambers – The normal credit terms is 50% down with progress payments until final payment upon delivery. Bad debt expense is determined based on the aging of accounts receivable and subsequent collections. Typically, receivables aged 60 days, or more is reviewed for determination. Receivables over 90 days, unless payment terms with some payments made to date, are reserved as additional allowance for doubtful accounts. Fixed Assets Fixed assets are stated at cost, net of accumulated depreciation. Expenditures that extend the life, increase the capacity, or improve the efficiency of property and equipment are capitalized, while expenditures for repairs and maintenance are expensed as incurred. Depreciation is recognized using the straight-line method over the following approximate useful lives: SCHEDULE OF ESTIMATED USEFUL LIVES Computers, software, and office equipment 1 – 6 years Machinery and equipment 3 – 5 years Leasehold improvements Lesser of lease term or estimated useful life Operating / shop equipment 4 – 7 years Transportation equipment 5 – 6 years Leases In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) as codified in Accounting Standards Codification (“ASC”) No. 842 (“ASC 842”). ASU 2016-02, ASC 842, and additional issued guidance are intended to improve financial reporting of leasing transactions by requiring organizations that lease assets to recognize assets and liabilities for the rights and obligations created by leases that extend more than twelve months. As a result of the adoption of the new lease accounting guidance using the effective date transition method, on January 1, 2019, the Company did not have any lease obligations that extended more than twelve months except for two warehouse leases for Trident Water, which were thirteen months. We include options to extend or terminate the lease in the lease term for accounting considerations, when it is reasonably certain that we will exercise that option. Our leases have remaining lease terms of less than 1 year. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We do not recognize leases with an initial term of twelve months or less on the balance sheet and instead recognize the related lease payments as expense in the consolidated statements of income on a straight-line basis over the lease term. We account for lease and non-lease components as a single lease component for all asset classes. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Inventory and Direct Costs of Revenue The inventory is comprised of Atmospheric Water Generators (“AWG’s”) at Trident and chamber related parts at Altitude International and are valued at the lower of cost or market. As of December 31, 2021, and 2020, the inventory was valued at $ 161,235 and $ 50,536 , respectively. Inventory is comprised of: SCHEDULE OF INVENTORY Finished Goods $ 33,000 Parts $ 128,235 Total $ 161,235 Impairment of Long-Lived Assets The Company’s long-lived assets and other assets (consisting of property and equipment) are reviewed for impairment in accordance with the guidance of the FASB ASC Topic 360-10, Property, Plant, and Equipment. Long lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Revenue Recognition Our sales are generated from three revenue streams: 1) contracts with customers for the design, development, manufacture, and installation of simulated altitude athletic equipment, 2) sports training and academic tuition, and 3) water filtration systems. For the simulated athletic equipment and the water filtration systems, we provide our products under fixed-price contracts. Under fixed-price contracts, we agree to perform the specified work for a pre-determined price. To the extent our actual costs vary from the estimates upon which the price was negotiated, we will generate more or less profit or could incur a loss. We account for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. We evaluate the products or services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. The products and services in our contracts are typically not distinct from one another due to their complex relationships, customization, and the significant contract management functions required to perform under the contract. Accordingly, our contracts are typically accounted for as one performance obligation, except for the simulated altitude athletic equipment whereas there is a service obligation over a period of time. We determine the transaction price for each contract based on the consideration we expect to receive for the products or services being provided under the contract. In regard to the simulated altitude athletic equipment and the water filtration systems, we recognize revenue as performance obligations are satisfied and the customer obtains control of the products and services. In determining when performance obligations are satisfied, we consider factors such as contract terms, payment terms and whether there is an alternative future use of the product or service. Substantially all of our revenue is recognized over time as we perform under the contract because if our customer were to terminate the contract for reasons other than our non-performance, we would have the right to recover damages which would include, among other potential damages, the right to payment for our work performed to date plus a reasonable profit to deliver products or services that do not have an alternative use to us. In regard to the sports training and academics tuition revenue recognition policy, the tuition is recognized over the course of the training period which is typically a semester. In determining when performance obligations are satisfied, we consider factors as to actual attendance at the academy. Deferred Revenue Our payment terms generally require a substantial initial deposit to confirm a reservation and tuition for the school year or training period. Historically, our deferred revenue balances are comprised solely of customer deposit balances and changes from period to period due to the seasonal nature of billings and cash collections, the amount of students in each program and the recognition of revenue. A deposit made to the Company for tuition is contractually non-refundable. As of December 31, 2021, and 2020, deferred revenue amounted to $ 1,388,126 and $ 1,378,502 , respectively. Stock-Based Compensation The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. Non-controlling interest Non-controlling interest represents third-party ownership in the net assets and partnership interests in all of our consolidated subsidiaries. For financial reporting purposes, the assets and liabilities of our majority-owned subsidiary consolidated with those of the Company’s wholly owned subsidiaries, with any third-party investor’s interest shown as non-controlling interest. For the year ended December 31, 2020, the Company had $ 20,011 related to non-controlling interest. In January 2021, BHI was formed and became the parent company of ITA, where the non-controlling interest parties were. BHI issued the non-controlling interest parties stock in BHI which was exchanged for common stock of ALTD at the time of the transaction between BHI and ALTD. The common stock of ALTD given to the former non-controlling interest parties was from the stock issued to BHI in the transaction. Fair Value of Financial Instruments The book values of cash, accounts receivable, and accounts payable approximate their respective fair values due to the short-term nature of these instruments. The fair value hierarchy under GAAP distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels ● Level one — Quoted market prices in active markets for identical assets or liabilities; ● Level two — Inputs other than level one inputs that are either directly or indirectly observable; and ● Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use. Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter. Net Loss Per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. The Company does not have any dilutive shares of common stock as of December 31, 2021, or 2020. Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of December 31, 2021. Interest and penalties in any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the year ended December 31, 2021. Contingencies Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. Goodwill and Intangible Assets The Company accounts for intangible assets in accordance with the authoritative guidance issued by the FASB. Intangibles are valued at their fair market value and are amortized taking into account the character of the acquired intangible asset and the expected period of benefit. The Company evaluates intangible assets for impairment, at a minimum, on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated undiscounted future cash flows. Recoverability of intangible assets is measured by comparing their net book value to the related projected undiscounted cash flows from these assets, considering a number of factors, including past operating results, budgets, economic projections, market trends, and product development cycles. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired, and a second test is performed to measure the amount of impairment loss. The Company tests its goodwill using a market-based approach to determine the estimated fair value of the reporting unit as to which the goodwill has been allocated. As of December 31, 2021, based on the assessment of Management, the Company determined that goodwill associated with the share exchange in which the Company acquired BHI amounting to $ 29,493,398 . The Company will evaluate goodwill annually for any impairment. Recent Accounting Pronouncements 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 | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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 | NOTE 4 – FIXED ASSETS The Company has fixed assets related to computer and equipment, furniture and fixtures, leasehold improvements, operating / shop equipment and transportation equipment. The depreciation of the equipment is over a three-year period. As of December 31, 2021, and December 31, 2020, the Company had fixed assets, net of accumulated depreciation, of $ 71,036 and $ 286,099 , respectively. The fixed assets are as follows: SCHEDULE OF FIXED ASSETS 2021 2020 December 31, 2021 2020 Computer and equipment $ 148,893 $ 146,925 Furniture and fixtures 17,331 17,331 Leasehold improvements 234,835 162,840 Operating / shop equipment 185,128 257,124 Transportation equipment 36,991 36,991 Total fixed assets 623,178 621,211 Less: Accumulated depreciation 552,142 335,112 Total fixed assets, net $ 71,036 $ 286,099 Depreciation for the years ended December 31, 2021, and 2020 was $ 217,030 and $ 51,189 , respectively. |
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 ) with an interest rate per annum of SOFR (with a 2% floor) + thirteen percent ( 13 %) and a maturity date of September 2, 2025 (with an option to extend one additional year if certain conditions are met) (the “Loan”). In addition, amounts due under earlier bridge loans by the lender to the Company in amounts totaling $ 3,250,000 November 30, 2022 102,754,802 restricted shares of common stock of the Company (the “Loan Consideration Shares”). 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 | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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 | NOTE 5 – GOODWILL AND INTANGIBLE ASSETS The Company has goodwill related to the acquisition of Altitude International Holdings, Inc. As of December 31, 2021, and December 31, 2020, the Company had goodwill of $ 29,493,398 and $ 0 , respectively. The Company has intangible assets related to the license agreement between Altitude International, Inc. and Sporting Edge. The Company is amortizing this intangible asset over a period of ten years. As of December 31, 2021, and 2020, the intangible assets were $ 287,500 and $ 0 , respectively. For the years ended December 31, 2021, and 2020, the Company recorded amortization expense for intangible assets of $ 12,500 and $ 0 , respectively. The amortization for 2021 was for five months. The future amortization of the license agreement is as follows: SCHEDULE OF INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE 1 2022 $ 30,000 2023 30,000 2024 30,000 2025 30,000 2026 30,000 Thereafter 137,500 Total $ 287,500 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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 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 with an interest rate per annum of SOFR (with a 2% floor) + thirteen percent ( 13% ) and a maturity date of September 2, 2025 (with an option to extend one additional year if certain conditions are met) (the “Loan”). As additional consideration for the Loan, FVP or its designees received 102,754,802 restricted shares of common stock of the Company (the “Loan Consideration Shares”). In addition, amounts due under earlier bridge loans by the lender to the Company in amounts totaling $ 3,250,000 November 30, 2022 15,000,000 . | NOTE 6 – NOTES PAYABLE SCHEDULE OF NOTES PAYABLE December 31, 2021 December 31, 2020 Accrued Accrued Principal Interest Total Principal Interest Total SBA EIDL $ 149,169 $ - $ 149,169 $ - $ - $ - FVPO Funds 91,758 20,574 112,332 - - - Grand Slam 434,560 - 434,560 464,560 - 464,560 FVPO Funds 500,000 - 500,000 - - - SBA EIDL 113,400 - 113,400 - - - SBA PPP - - - 30,595 - 30,595 SBA - - - 263,300 - 263,300 Feenix Payment Systems - - - 200,000 24,359 200,000 Feenix Payment Systems - - - 169,208 17,992 169,208 Amigh, LLC - - - 80,000 - 80,000 Total $ 1,288,887 $ 20,574 $ 1,309,461 $ 1,207,663 $ 42,351 $ 1,250,014 On March 2, 2018, Frost, then a director, loaned the Company $ 40,000 in the form of a unsecured promissory note. The note bears interest of 20% and has the term of one year , at which time all principal and interest will be paid in a balloon payment. In February 2021, the Company paid this note, which was in default, and accrued interest. On August 10, 2018, Frost, a director, loaned the Company $ 13,000 in the form of a unsecured promissory note. The note bears interest of 20% and has the term of six months , at which time all principal and interest will be paid in a balloon payment. In February 2021, the Company paid this note, which was in default, and accrued interest. On November 5, 2018, Frost, a director, loaned the Company $ 500 in the form of a unsecured promissory note. The note bears interest of 8% and has the term of six months , at which time all principal and interest will be paid in a balloon payment. In February 2021, the Company paid this note, which was in default, and accrued interest. On April 9, 2020, Kanuth, an officer and director, loaned the Company $ 1,500 in the form of a unsecured promissory note. The note bears interest of 8% and has the term of one year , at which time all principal and interest will be paid in a balloon payment. On April 30, 2021, the principal and interest were paid in full. On April 15, 2020, Kanuth, an officer and director, loaned the Company $ 4,200 in the form of a unsecured promissory note. The note bears interest of 8% and has the term of one year , at which time all principal and interest will be paid in a balloon payment. On April 30, 2021, the principal and interest were paid in full. On May 5, 2020, the Company received $ 20,800 in the form of a loan through the CARES Act Paycheck Protection Program. The balance at December 31, 2021 was $ 20,800 . On January 11, 2019, ITA entered into a Revolving Loan Commitment (the “Credit Agreement”) with Feenix Payment Systems (“Feenix”), which provided for total borrowings of up to $ 200,000 . During 2020, ITA-USA Enterprise converted the credit agreement into a Term Loan Commitment (the “Loan Note”) in the amount of $ 200,000 . The Loan Note bears interest at a rate of 12% per year. Loan payments are interest only with the principal balance due at the maturity date. As of December 31, 2021, and 2020, the balances of loan notes payable were $ 0 and $ 200,000 , respectively. The loan note matured on January 15, 2021. On January 15, 2021, the Company converted the loan to a 24 -month term loan. The balance on this note payable was paid on June 20, 2021. On January 11, 2019, ITA entered into a Term Loan Commitment (the “Loan Note”) with Feenix, which provides for a loan of $ 300,000 . The loan note has a three -year term and bears interest at a rate of 8.5% per annum. The loan note may be prepaid at any time prior to maturity with no prepayment penalties. As of December 31, 2021, and 2020, the balances of the loan note payable were $ 91,758 and $ 169,208 , respectively. This note was paid in full on January 3, 2022. The Loan Note had certain covenants regarding financial reporting and new loans which Feenix has provided waivers in regard to those requirements. On October 31, 2011, ITA entered into a Promissory Loan (the “Loan Note”) with Grand Slam Partners (“Grand Slam”), which provides for a loan of $ 735,714 . Beginning on December 31, 2012, and on or before December 31 st 25% of net profits of the corresponding calendar year or $ 30,000 (“Scheduled Annual Payment”). The Loan Note may be prepaid at any time prior to maturity with no prepayment penalties. As of December 30, 2021, and 2020, the balances of the loan note payable were $ 434,560 and $ 464,560 , respectively. On May 27, 2020, and August 25, 2020, ITA and NVL received unsecured loans from the Small Business Administration (“SBA”) of $ 149,900 and $ 113,400 , respectively. These 2020 SBA loans bear interest at 3.75 % per annum and are payable over 30 years with all payments of principal and interest deferred for the first twelve months. Substantially all of the assets of the Company are pledged as security for this loan. The balance at December 31, 2021 is $ 149,169 and $ 113,400 , respectively. These notes are secured by substantially all assets of ITA and NVL. On March 29, 2018, CMA entered into an unsecured Loan Commitment (“Loan Note”) with Amigh, LLC, which provided for a loan of $ 80,000 . The loan has a three-year term and bears no interest. The balance was satisfied in January 2021 with the issuance of shares of ALTD which were issued to BHI in the July 23, 2021 transaction. On December 20, 2021, Trident Water and Altitude International Holdings, Inc. entered into an unsecured Loan Agreement with FVP Servicing, LLC for $ 500,000 . The loan matures on December 20, 2023 , and bears interest of 12 %. The balance as of December 31, 2021 was $ 500,000 . The loan is secured by the assets of Trident Water and Altitude International Holdings, Inc. and guaranteed by all entities of the Company. On February 8, 2022, the Company entered into a First Amendment to Loan Agreement (see Note 12). |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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 | NOTE 7 – COMMITMENTS AND CONTINGENCIES The Company is subject, from time to time, to claims by third parties under various legal disputes. The defense of such claims, or any adverse outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition and cash flows. As of March 14, 2022, the Company did not have any legal actions pending against it. On June 27, 2017, Altitude entered a license agreement with Sporting Edge UK, Sporting Edge UK is the sole and exclusive owner of and has the right to license to licensee the ability to manufacture and sell rights to the full range of membrane-based systems for the production of reduced oxygen environments and associated services as well as the use of patents and trademarks held by Sporting Edge UK or Vincent. On January 24, 2019, Altitude and Sporting Edge UK entered into a Revised Licensing Agreement that grants a license to Altitude to use Sporting Edge UK’s proprietary technology related to properly engineered, membrane-based designs for simulated altitude training equipment. The annual license fee under the revised agreement is $1.00 per year. The product line ranges from personal at home use machines to fully integrated environmental rooms and chambers. Altitude has the licensing rights to use all technology to manufacture the products and to sell them (directly or through distributors) in the following territories: ● The Continent of North America, Central America and South America. ● Other territories as may be agreed from time to time, on a temporary or permanent basis. All amounts due under the 2017 license agreement were waived, as were all royalty fees. The Company will continue to pay for equipment per the agreement. On October 31, 2021, Altitude Wellness LLC and 16929 Wellness Consultants Inc. (“16929 Wellness”) entered into a Management Agreement. As part of the agreement, the Company pays the management of 16929 Wellness a monthly payment of $ 20,000 until the earlier of six months following the date of the agreement or the day that the monthly management fee from selling franchises is greater than $ 20,000 per month. 16929 Wellness granted a waiver on the $ 20,000 payment for November 2021. The Company 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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. | NOTE 8 – RELATED PARTY TRANSACTIONS On March 2, 2018, Frost, then a director, loaned the Company $ 40,000 in the form of a promissory note. The note bears interest of 20% and has the term of one year , at which time all principal and interest will be paid in a balloon payment. In February 2021, the Company paid this note and accrued interest. On August 10, 2018, Frost, a director, loaned the Company $ 13,000 in the form of a promissory note. The note bears interest of 20% and has the term of six months , at which time all principal and interest will be paid in a balloon payment. In February 2021, the Company paid this note and accrued interest. On November 5, 2018, Frost, a director, loaned the Company $ 500 in the form of a promissory note. The note bears interest of 8% and has the term of six months , at which time all principal and interest will be paid in a balloon payment. In February 2021, the Company paid this note and accrued interest. On April 9, 2020, Kanuth, an officer and director, loaned the Company $ 1,500 in the form of a promissory note. The note bears interest of 8% and has the term of one year , at which time all principal and interest will be paid in a balloon payment. On April 30, 2021, the principal and interest were paid in full. On April 15, 2020, Kanuth, an officer and director, loaned the Company $ 4,200 in the form of a promissory note. The note bears interest of 8% and has the term of one year , at which time all principal and interest will be paid in a balloon payment. On April 30, 2021, the principal and interest were paid in full. On March 9, 2021, Frost converted $ 90,708 of payable due to him in exchange for 181,417 shares of common stock of the Company. The issuance was made in reliance on the exemption from registration provided by Sections 3(a)(9) and 4(a)(2) of the Securities Act as the common stock was issued in exchange for debt securities of the Company held by the Investor, there was no additional consideration for the exchange, there was no remuneration for the solicitation of the exchange, there was no general solicitation, and the transactions did not involve a public offering. On April 30, 2021, the Company paid Robert Kanuth $ 20,000 as a settlement for all liabilities owed to him which totalled $ 20,395 . See Note 4. In 2021, the Company compensated Gregory Breunich and Gabriel Jaramillo collectively $ 360,000 , which was paid to their company, Trans World Performance LLC. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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 | NOTE 9 – STOCKHOLDERS’ EQUITY Preferred Stock On February 5, 2015, the Board of Directors of the Company authorized 5,000,000 shares of preferred stock with no par value. Each share of the preferred stock is entitled to one vote and is convertible into one share of common stock. On July 21, 2021, the Company filed a Certificate of Designation for Series A Preferred Stock. The Series A Preferred Stock shares vote together with the common stock and has voting rights equal to 0.019607 multiplied by the total issued and outstanding shares of common stock eligible (the “Numerator”) to vote at the time of the respective vote divided by 0.49 minus the Numerator. As of December 31, 2021, with 358,070,905 shares of common stock outstanding, the 51 shares of Series A Preferred Stock would have 369,547,734 votes per share of Series A Preferred Stock . On July 23, 2021, the Company issued 51 shares of preferred stock to Gregory Breunich for services rendered to the Company. As of December 31, 2021, and December 31, 2020, the Company had 51 shares of preferred stock and 0 shares of preferred stock issued and outstanding, respectively. Common Stock Altitude was incorporated on May 18, 2017, under the laws of the state of Wisconsin with 100,000,000 authorized common stock with $ 0.001 par value. The shareholders have one vote per share of common stock . After the closing of certain Stock Purchase Agreements, in private sale transaction and the Share Exchange Agreement, the Company’s common stock had no par value and is registered in New York. On February 10, 2021, the Company filed a Certificate of Amendment the Certificate of Incorporation with the State of New York to amend its authorized shares of common stock by an additional 530,000,000 whereas the total authorized is a total of 605,000,000 shares of capital stock consisting of (i) 600,000,000 shares of common stock, no par value, and (ii) 5,000,000 shares of preferred stock, no par value. On January 1, 2021, the Company issued its legal counsel 12,500 shares of common stock for legal work for January 2021. The common stock of the Company is thinly traded and had a value of $ 0.103 per share, therefore the Company recorded the transaction at $ 1,288 . On February 1, 2021, the Company issued its legal counsel 12,500 shares of common stock for legal work for February 2021. The common stock of the Company is thinly traded and had a value of $ 0.295 per share, therefore the Company recorded the transaction at $ 3,687 . On February 2, 2021, the Company issued shares of common stock for services as follows: Elizabeth K. Stahl, 40,000 ; Robin K. Walker, 100,000 ; Greg Whyte, 1,500,000 ; and Greg Anthony, 5,000,000 . The shares were valued at $ 0.40 , or $ 16,000 , $ 40,000 , $ 600,000 and $ 2,000,000 , respectively. On February 8, 2021, Frost exercised 250,000 options at $ 0.077 per share for $ 19,250 . On March 1, 2021, the Company issued its legal counsel 12,500 shares of common stock for legal work for March 2021. The common stock of the Company is and had a value of $ 0.708 per share, therefore the Company recorded the transaction at $ 8,850 . On March 9, 2021, the Company issued 50,000 shares of common stock of the Company to Kanuth in exchange for services. The value was $ 0.58 per share or $ 29,000 . On March 9, 2021, Frost converted $ 87,080 of payable due to him in exchange for 181,417 shares of common stock of the Company. The issuance was made in reliance on the exemption from registration provided by Sections 3(a)(9) and 4(a)(2) of the Securities Act as the common stock was issued in exchange for debt securities of the Company held by the Investor, there was no additional consideration for the exchange, there was no remuneration for the solicitation of the exchange, there was no general solicitation, and the transactions did not involve a public offering. On April 1, 2021, the Company issued its legal counsel 12,500 shares of common stock for legal work for April 2021. The common stock of the Company is and had a value of $ 0.408 per share, therefore the Company recorded the transaction at $ 5,100 . On May 1, 2021, the Company issued its legal counsel 12,500 shares of common stock for legal work for May 2021. The common stock of the Company is and had a value of $ 0.22 per share, therefore the Company recorded the transaction at $ 2,750 . On June 1, 2021, the Company issued its legal counsel 12,500 shares of common stock for legal work for June 2021. The common stock of the Company is and had a value of $ 0.201 per share, therefore the Company recorded the transaction at $ 2,512 . Between February 2021 and July 2021, BHI sold 12,510,000 shares of BHI valued at $ 0.10 per share for $ 1,251,000 in proceeds, On July 1, 2021, the Company issued its legal counsel 12,500 shares of common stock for legal work for July 2021. The common stock of the Company is and had a value of $ 0.201 per share, therefore the Company recorded the transaction at $ 2,478 . On July 6, 2021, the Company issued 50,000 shares of common stock to Jeff Deforrest for services. The shares were valued at $ 0.21 each for a total value of $ 10,500 . On July 6, 2021, the Company issued 300,000 shares to FMW Media Corp, LLC. The shares were valued at $ 0.21 each for a total value of $ 63,000 . On July 23, 2021, the Company issued 295,986,724 shares of common stock in conjunction with the Share Exchange Agreement with BHI (see Note 3). On August 1, 2021, the Company issued its legal counsel 12,500 shares of common stock for legal work for August 2021. The common stock of the Company is and had a value of $ 0.201 per share, therefore the Company recorded the transaction at $ 5,375 . On September 1, 2021, the Company issued its legal counsel 12,500 shares of common stock for legal work for September 2021. The common stock of the Company is and had a value of $ 0.298 per share, therefore the Company recorded the transaction at $ 3,725 . On October 1, 2021, the Company issued its legal counsel 12,500 shares of common stock for legal work for October 2021. The common stock of the Company is and had a value of $ 0.20 per share, therefore the Company recorded the transaction at $ 2,500 . On October 31, 2021, the Company issued 16929 Wellness Consultants Inc. (“16929 Wellness”) 3,000,000 shares of common stock for services related to the Management Agreement executed between 16929 Wellness and Altitude Wellness LLC. On November 1, 2021, the Company issued its legal counsel 12,500 shares of common stock for legal work for November 2021. The common stock of the Company is and had a value of $ 0.1797 per share, therefore the Company recorded the transaction at $ 2,246 . On December 1, 2021, the Company issued its legal counsel 12,500 shares of common stock for legal work for December 2021. The common stock of the Company is and had a value of $ 0.072 per share, therefore the Company recorded the transaction at $ 900 . Stock Option Plan On February 13, 2018, the Company’s shareholders and Board of Directors approved the 2017 Incentive Stock Plan. On January 25, 2019, the Company issued 250,000 options to Frost. The options vest at a rate of 25 and expire upon termination of employment. The exercise price is $ 0.077 . The Black-Scholes calculation valued the options at $ 15,809 , or $ 0.06 per share. On February 8, 2021, Frost exercised the options at $ 0.077 per share for $ 19,250 . There are currently no stock options currently issued and outstanding under the 2017 Plan, as all 250,000 remaining stock options issued and outstanding were exercised on February 8, 2021. |
INCOME TAXES
INCOME TAXES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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 | NOTE 10 – INCOME TAXES As of December 31, 2021, the Company has net operating loss carry forwards of $ 254,336 that $ 0 may be available to reduce future years’ taxable income through 2041. In 2020, there were no tax impacts as Breunich Holdings, Inc. was taxed as an limited liability company. The Company’s net operating loss carry forwards may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code. 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% to loss before taxes for fiscal year 2021 and 2020), as follows: SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) December 31, December 31, 2021 2020 Tax expense (benefit) at the statutory rate $ (205,425 ) $ (66,230 ) State income taxes, net of federal income tax benefit (48,911 ) (15,769 ) Change in valuation allowance 254,336 81,999 Total $ - $ - The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities. The tax years 2021 and 2020 remains to examination by federal agencies and other jurisdictions in which it operates. The tax effect of significant components of the Company’s deferred tax assets and liabilities at December 31, 2021 and 2020, are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, December 31, 2021 2020 Deferred tax assets: Net operating loss carryforward $ 254,336 $ 247,032 Timing differences - - Total gross deferred tax assets 254,336 247,032 Less: Deferred tax asset valuation allowance (254,336 ) (247,032 ) Total net deferred taxes $ - $ - In assessing the realizability of 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 2021 and 2020 were fully offset by a 100 % valuation allowance. The valuation allowance for the remaining net deferred tax assets was $ 254,336 and $ 0 as of December 31, 2021, and 2020, respectively. Due to the transaction between the Company and BHI (see Note 3), which resulted in a change of control, net operating loss carryforwards prior to the transaction may not be usable for the future. |
REVENUE CLASSES
REVENUE CLASSES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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 | NOTE 11 – REVENUE CLASSES The Company has three distinct revenue streams: altitude chambers, tuition-based sports academies, and water systems. Selected financial information for the Company’s operating revenue classes are as follows: SCHEDULE OF OPERATING REVENUE CLASSES For the For the year ended year ended December 31, 2021 December 31, 2020 Revenues: Altitude chambers $ - $ - Tuition-based sports academies 6,122,834 5,524,410 Water systems 473,033 - Total $ 6,595,867 $ 5,524,410 |
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 | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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 | NOTE 12 – SUBSEQUENT EVENTS On January 1, 2022, the Company issued its legal counsel 12,500 shares of common stock for legal work for January 2022. The common stock of the Company is thinly traded and had a value of $ 0.119 per share, therefore the Company recorded the transaction at $ 1,488 . On February 1, 2022, the Company issued its legal counsel 12,500 shares of common stock for legal work for February 2022. The common stock of the Company is thinly traded and had a value of $ 0.069 per share, therefore the Company recorded the transaction at $ 862 . On February 8, 2022, the Company entered into a First Amendment to Loan Agreement with FVP Servicing, LLC (see Note 6) for an additional incremental advance of $ 100,000 . On February 22, 2022, the Company issued 1,000,000 shares of common stock of the Company to Hospitality Funding Inc. in exchange for services related to consulting. On March 1, 2022, the Company issued its legal counsel 12,500 shares of common stock for legal work for March 2022. The common stock of the Company is thinly traded and had a value of $ 0.06 per share, therefore the Company recorded the transaction at $ 750 . On March 7, 2022, Altitude International Holdings, Inc. and CMA Soccer LLC entered into a Consulting, Management and License Agreement with Soccer Partners America (“Soccer Partners”), a Colorado not for profit corporation. Soccer Partners, under the brand name of Rush Soccer, has developed the largest known network of affiliated independent youth soccer clubs and with CMA Soccer, will establish a Rush residential academy program and a men’s professional soccer team. As part of the agreement, certain members of the management of Soccer Partners were granted a combined total of 10,000,000 shares of common stock of the Company and employment agreements for five individuals. |
REVERSE MERGER
REVERSE MERGER | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Merger | |
REVERSE MERGER | NOTE 3 – REVERSE MERGER Acquisition of Breunich Holdings, Inc. On July 6, 2021, Altitude International Holdings, Inc. (“Altitude”) entered into a Share Exchange Agreement (the “Agreement”) with BHI, a Delaware entity. The Agreement closed on July 23, 2021. BHI is a holding company with seven operating LLCs, including CMAS, ITA, Trident, NMBA, NVL, Six Log, and Altitude Wellness. These entities have since been rebranded with “Altitude”-specific names. Pursuant to the terms of the Agreement, the Company issued 295,986,724 shares of its common stock to the shareholders of BHI in exchange for 100 % ownership of BHI (the “Share Compensation”). The Company’s common stock is not historically traded at significant volume which has caused significant fluctuations in the price per share. For the initial valuation, the stock was valued at $ 0.331 per share per the closing price on July 22, 2021, or $ 97,971,606 . The Company performed a valuation of the BHI acquisition, and the value was determined to be $ 29,493,398 based on the fair value of BHI at the acquisition date. The goodwill is attributable to common synergies, the workforce. Greg Breunich, a primary owner and CEO of BHI, was appointed as CEO, CFO and Director of the Company in January 2021 as the two companies worked to finalize the Agreement. The following table summarizes the consideration given for Altitude and the fair values of the assets and liabilities assumed at the acquisition date. SCHEDULE OF BUSINESS ACQUISITION Consideration given: Common stock shares given $ 29,598,672 Total consideration given $ 29,598,672 Fair value of identifiable assets acquired, and liabilities assumed: Cash $ 4,122 Prepaid expenses 39,208 Notes payable (20,800 ) Accounts payable and accrued expenses (55,008 ) Deferred revenue (126,037 ) Shareholder advance (36,211 ) UK Sporting Edge license 300,000 Total identifiable net liabilities 105,274 Goodwill 29,493,398 Total consideration $ 29,598,672 Accounting Treatment of the Merger For financial reporting purposes, the Share Exchange represented a “reverse merger” and BHI was deemed to be the accounting acquirer in the transaction. The Share Exchange has been accounted for as a reverse-merger. Breunich Holdings, Inc. is deemed to be the acquirer for financial reporting purposes, and Altitude International Holdings, Inc. is treated as the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the Share Exchange are those of BHI and are recorded at the historical cost basis of BHI, and the financial statements after completion of the Share Exchange will include the assets and liabilities of ALTD and BHI, and the historical operations of BHI and ALTD from the acquisition date forward. Goodwill is not deductible for income tax purposes. The information below represents the revenues and earnings of the combined entities as if the business combination had occurred on January 1, 2020: SCHEDULE OF REVENUES AND EARNINGS OF BUSINESS COMBINATION 2021 2020 Revenues $ 6,595,867 $ 5,525,596 Net loss $ (5,015,908 ) $ (433,834 ) The amount of revenues and net loss in the consolidated Statement of Operations attributable to the acquired entity for the year ended December 31, 2021 is $ 0 and $ 914,059 , respectively. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of presentation | Basis of presentation The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America and has a year-end of December 31. 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. | 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. |
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 | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Altitude. All significant intercompany balances and transactions have been eliminated in the consolidation. The consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles (“GAAP”) and stated in United States dollars, have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission. ITA-USA Enterprise LLC, CMA Soccer LLC NVL Academy LLC Trident Water LLC North Miami Beach Academy LLC Six Log Cleaning & Sanitizing, LLC Altitude International, Inc. Altitude Wellness LLC Altitude Online Learning LLC Altitude Sports Management Corp. All intercompany accounts and transactions are eliminated in consolidation. |
Going Concern and Liquidity | 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 | Going Concern and Liquidity We have incurred recurring losses since inception and expect to continue to incur losses as a result of legal and professional fees and our corporate general and administrative expenses. On December 31, 2021, we had $ 423,165 in cash. Our net losses incurred for the year ended December 31, 2021 were $ 1,841,617 and working capital deficit was $ 1,117,979 at December 31, 2021. As a result, there is substantial doubt about our ability to continue as a going concern. In the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition and long-term prospects. The Company expects to seek to obtain additional funding through increased revenues and future financings. There can be no assurance as to the availability or terms upon which such financing and capital might be available. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. |
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. | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash 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 | Cash and Cash Equivalents Cash is comprised of cash balances. Cash is held at major financial institutions and is subject to credit risk to the extent that those balances exceed applicable Federal Deposit Insurance Corporation (“FDIC”) of $ 250,000 . The Company had material balances in excess of the insured limits as of December 31, 2021, and 2020 of approximately $ 173,000 and $ 0 , respectively. |
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. | Accounts Receivable Accounts receivable for tuition is recorded by the Company. As of December 31, 2021, and 2020, the balances were $ 91,520 and $ 269,962 , net of allowances. There were allowances for doubtful accounts of $ 205,455 and $ 0 at December 31, 2021 and 2020, respectively. The credit terms provided are as follows: 1. Altitude Academies – The tuition is paid typically in two installments but, on a case-by-case basis, modifications do occur. 2. Altitude Water – The normal credit terms is 50% down with final payment upon delivery. 3. Altitude Chambers – The normal credit terms is 50% down with progress payments until final payment upon delivery. Bad debt expense is determined based on the aging of accounts receivable and subsequent collections. Typically, receivables aged 60 days, or more is reviewed for determination. Receivables over 90 days, unless payment terms with 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 | 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 years Machinery and equipment 3 – 5 years Leasehold improvements Lesser of lease term or estimated useful life Operating / shop equipment 4 – 7 years Transportation equipment 5 – 6 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 | Inventory and Direct Costs of Revenue The inventory is comprised of Atmospheric Water Generators (“AWG’s”) at Trident and chamber related parts at Altitude International and are valued at the lower of cost or market. As of December 31, 2021, and 2020, the inventory was valued at $ 161,235 and $ 50,536 , respectively. Inventory is comprised of: SCHEDULE OF INVENTORY Finished Goods $ 33,000 Parts $ 128,235 Total $ 161,235 |
Impairment of Long-Lived Assets | 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 | Impairment of Long-Lived Assets The Company’s long-lived assets and other assets (consisting of property and equipment) are reviewed for impairment in accordance with the guidance of the FASB ASC Topic 360-10, Property, Plant, and Equipment. Long lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. |
Revenue Recognition | Revenue Recognition Our sales are generated from 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. | Revenue Recognition Our sales are generated from three revenue streams: 1) contracts with customers for the design, development, manufacture, and installation of simulated altitude athletic equipment, 2) sports training and academic tuition, and 3) water filtration systems. For the simulated athletic equipment and the water filtration systems, we provide our products under fixed-price contracts. Under fixed-price contracts, we agree to perform the specified work for a pre-determined price. To the extent our actual costs vary from the estimates upon which the price was negotiated, we will generate more or less profit or could incur a loss. We account for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. We evaluate the products or services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. The products and services in our contracts are typically not distinct from one another due to their complex relationships, customization, and the significant contract management functions required to perform under the contract. Accordingly, our contracts are typically accounted for as one performance obligation, except for the simulated altitude athletic equipment whereas there is a service obligation over a period of time. We determine the transaction price for each contract based on the consideration we expect to receive for the products or services being provided under the contract. In regard to the simulated altitude athletic equipment and the water filtration systems, we recognize revenue as performance obligations are satisfied and the customer obtains control of the products and services. In determining when performance obligations are satisfied, we consider factors such as contract terms, payment terms and whether there is an alternative future use of the product or service. Substantially all of our revenue is recognized over time as we perform under the contract because if our customer were to terminate the contract for reasons other than our non-performance, we would have the right to recover damages which would include, among other potential damages, the right to payment for our work performed to date plus a reasonable profit to deliver products or services that do not have an alternative use to us. In regard to the sports training and academics tuition revenue recognition policy, the tuition is recognized over the course of the training period which is typically a semester. In determining when performance obligations are satisfied, we consider factors as to actual attendance at the academy. |
Deferred Revenue | 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 | Deferred Revenue Our payment terms generally require a substantial initial deposit to confirm a reservation and tuition for the school year or training period. Historically, our deferred revenue balances are comprised solely of customer deposit balances and changes from period to period due to the seasonal nature of billings and cash collections, the amount of students in each program and the recognition of revenue. A deposit made to the Company for tuition is contractually non-refundable. As of December 31, 2021, and 2020, deferred revenue amounted to $ 1,388,126 and $ 1,378,502 , respectively. |
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 | Stock-Based Compensation The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The book values of cash, accounts receivable, and accounts payable approximate their respective fair values due to the short-term nature of these instruments. The fair value hierarchy under GAAP distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels ● Level one — Quoted market prices in active markets for identical assets or liabilities; ● Level two — Inputs other than level one inputs that are either directly or indirectly observable; and ● Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use. Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter. | 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 | Net Loss Per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. The Company does not have any dilutive shares of common stock as of December 31, 2021, or 2020. |
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. | Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of December 31, 2021. Interest and penalties in any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the year ended December 31, 2021. |
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 | Goodwill and Intangible Assets The Company accounts for intangible assets in accordance with the authoritative guidance issued by the FASB. Intangibles are valued at their fair market value and are amortized taking into account the character of the acquired intangible asset and the expected period of benefit. The Company evaluates intangible assets for impairment, at a minimum, on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated undiscounted future cash flows. Recoverability of intangible assets is measured by comparing their net book value to the related projected undiscounted cash flows from these assets, considering a number of factors, including past operating results, budgets, economic projections, market trends, and product development cycles. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired, and a second test is performed to measure the amount of impairment loss. The Company tests its goodwill using a market-based approach to determine the estimated fair value of the reporting unit as to which the goodwill has been allocated. As of December 31, 2021, based on the assessment of Management, the Company determined that goodwill associated with the share exchange in which the Company acquired BHI amounting to $ 29,493,398 . The Company will evaluate goodwill annually for any impairment. |
Recent Accounting Pronouncements | 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. | 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. |
Leases | Leases In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) as codified in Accounting Standards Codification (“ASC”) No. 842 (“ASC 842”). ASU 2016-02, ASC 842, and additional issued guidance are intended to improve financial reporting of leasing transactions by requiring organizations that lease assets to recognize assets and liabilities for the rights and obligations created by leases that extend more than twelve months. As a result of the adoption of the new lease accounting guidance using the effective date transition method, on January 1, 2019, the Company did not have any lease obligations that extended more than twelve months except for two warehouse leases for Trident Water, which were thirteen months. We include options to extend or terminate the lease in the lease term for accounting considerations, when it is reasonably certain that we will exercise that option. Our leases have remaining lease terms of less than 1 year. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We do not recognize leases with an initial term of twelve months or less on the balance sheet and instead recognize the related lease payments as expense in the consolidated statements of income on a straight-line basis over the lease term. We account for lease and non-lease components as a single lease component for all asset classes. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. | |
Non-controlling interest | Non-controlling interest Non-controlling interest represents third-party ownership in the net assets and partnership interests in all of our consolidated subsidiaries. For financial reporting purposes, the assets and liabilities of our majority-owned subsidiary consolidated with those of the Company’s wholly owned subsidiaries, with any third-party investor’s interest shown as non-controlling interest. For the year ended December 31, 2020, the Company had $ 20,011 related to non-controlling interest. In January 2021, BHI was formed and became the parent company of ITA, where the non-controlling interest parties were. BHI issued the non-controlling interest parties stock in BHI which was exchanged for common stock of ALTD at the time of the transaction between BHI and ALTD. The common stock of ALTD given to the former non-controlling interest parties was from the stock issued to BHI in the transaction. | |
Contingencies | Contingencies Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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 ESTIMATED USEFUL LIVES Computers, software, and office equipment 1 – 6 years Machinery and equipment 3 – 5 years Leasehold improvements Lesser of lease term or estimated useful life Operating / shop equipment 4 – 7 years Transportation equipment 5 – 6 years |
SCHEDULE OF INVENTORY | Inventory is comprised of: SCHEDULE OF INVENTORY Finished Goods $ 102,350 Parts 169,534 Total $ 271,884 | Inventory is comprised of: SCHEDULE OF INVENTORY Finished Goods $ 33,000 Parts $ 128,235 Total $ 161,235 |
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 | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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 | SCHEDULE OF FIXED ASSETS 2021 2020 December 31, 2021 2020 Computer and equipment $ 148,893 $ 146,925 Furniture and fixtures 17,331 17,331 Leasehold improvements 234,835 162,840 Operating / shop equipment 185,128 257,124 Transportation equipment 36,991 36,991 Total fixed assets 623,178 621,211 Less: Accumulated depreciation 552,142 335,112 Total fixed assets, net $ 71,036 $ 286,099 |
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 | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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 | The future amortization of the license agreement is as follows: SCHEDULE OF INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE 1 2022 $ 30,000 2023 30,000 2024 30,000 2025 30,000 2026 30,000 Thereafter 137,500 Total $ 287,500 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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 | SCHEDULE OF NOTES PAYABLE December 31, 2021 December 31, 2020 Accrued Accrued Principal Interest Total Principal Interest Total SBA EIDL $ 149,169 $ - $ 149,169 $ - $ - $ - FVPO Funds 91,758 20,574 112,332 - - - Grand Slam 434,560 - 434,560 464,560 - 464,560 FVPO Funds 500,000 - 500,000 - - - SBA EIDL 113,400 - 113,400 - - - SBA PPP - - - 30,595 - 30,595 SBA - - - 263,300 - 263,300 Feenix Payment Systems - - - 200,000 24,359 200,000 Feenix Payment Systems - - - 169,208 17,992 169,208 Amigh, LLC - - - 80,000 - 80,000 Total $ 1,288,887 $ 20,574 $ 1,309,461 $ 1,207,663 $ 42,351 $ 1,250,014 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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 INCOME TAX EXPENSE (BENEFIT) December 31, December 31, 2021 2020 Tax expense (benefit) at the statutory rate $ (205,425 ) $ (66,230 ) State income taxes, net of federal income tax benefit (48,911 ) (15,769 ) Change in valuation allowance 254,336 81,999 Total $ - $ - |
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 $ - $ - | SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, December 31, 2021 2020 Deferred tax assets: Net operating loss carryforward $ 254,336 $ 247,032 Timing differences - - Total gross deferred tax assets 254,336 247,032 Less: Deferred tax asset valuation allowance (254,336 ) (247,032 ) Total net deferred taxes $ - $ - |
REVENUE CLASSES (Tables)
REVENUE CLASSES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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 | The Company has three distinct revenue streams: altitude chambers, tuition-based sports academies, and water systems. Selected financial information for the Company’s operating revenue classes are as follows: SCHEDULE OF OPERATING REVENUE CLASSES For the For the year ended year ended December 31, 2021 December 31, 2020 Revenues: Altitude chambers $ - $ - Tuition-based sports academies 6,122,834 5,524,410 Water systems 473,033 - Total $ 6,595,867 $ 5,524,410 |
REVERSE MERGER (Tables)
REVERSE MERGER (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Merger | |
SCHEDULE OF BUSINESS ACQUISITION | The following table summarizes the consideration given for Altitude and the fair values of the assets and liabilities assumed at the acquisition date. SCHEDULE OF BUSINESS ACQUISITION Consideration given: Common stock shares given $ 29,598,672 Total consideration given $ 29,598,672 Fair value of identifiable assets acquired, and liabilities assumed: Cash $ 4,122 Prepaid expenses 39,208 Notes payable (20,800 ) Accounts payable and accrued expenses (55,008 ) Deferred revenue (126,037 ) Shareholder advance (36,211 ) UK Sporting Edge license 300,000 Total identifiable net liabilities 105,274 Goodwill 29,493,398 Total consideration $ 29,598,672 |
SCHEDULE OF REVENUES AND EARNINGS OF BUSINESS COMBINATION | The information below represents the revenues and earnings of the combined entities as if the business combination had occurred on January 1, 2020: SCHEDULE OF REVENUES AND EARNINGS OF BUSINESS COMBINATION 2021 2020 Revenues $ 6,595,867 $ 5,525,596 Net loss $ (5,015,908 ) $ (433,834 ) |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) - shares | Sep. 02, 2022 | Apr. 03, 2022 | Mar. 01, 2022 | Feb. 01, 2022 | Jan. 02, 2022 | Dec. 01, 2021 | Nov. 01, 2021 | Oct. 02, 2021 | Sep. 01, 2021 | Aug. 01, 2021 | Jul. 23, 2021 | Jul. 06, 2021 | Jul. 02, 2021 | Jun. 01, 2021 | May 01, 2021 | Apr. 02, 2021 | Mar. 09, 2021 | Feb. 01, 2021 | Jan. 03, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
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 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 50,000 | 12,500 | 12,500 | |||||
Preferred Stock, Shares Issued | 51 | 51 | 0 | |||||||||||||||||||
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 | 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 | Dec. 31, 2019 |
Accounting Policies [Abstract] | |||||
Cash | $ 2,148,417 | $ 423,165 | |||
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 | $ 250,275 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | Lesser of lease term or 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 | 1 year |
Minimum [Member] | Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | 3 years |
Minimum [Member] | Operating Shop Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 4 years | 4 years |
Minimum [Member] | Transportation Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | 5 years |
Maximum [Member] | Computers Software And Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 6 years | 6 years |
Maximum [Member] | Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | 5 years |
Maximum [Member] | Operating Shop Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 7 years | 7 years |
Maximum [Member] | Transportation Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 6 years | 6 years |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | |||
Inventory, Finished Goods | $ 102,350 | $ 33,000 | |
Inventory, Raw Materials and Supplies, Gross | 169,534 | 128,235 | |
Inventory, Net | $ 271,884 | $ 161,235 | $ 50,536 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 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 | Dec. 31, 2020 | Jul. 06, 2021 | |
Cash | $ 2,148,417 | $ 2,148,417 | $ 423,165 | ||||||||
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 | 1,841,617 | $ 105,287 | |
Working capital deficit | 8,057,715 | 8,057,715 | 1,117,979 | ||||||||
Cash, FDIC Insured Amount | 250,000 | 250,000 | 250,000 | ||||||||
Accounts receivable net | 821,827 | 821,827 | 91,520 | ||||||||
Allowances for doubtful accounts | 248,990 | 248,990 | 205,455 | 0 | |||||||
Deferred offering costs | 197,500 | 197,500 | |||||||||
Inventory, net | 271,884 | 271,884 | 161,235 | 50,536 | |||||||
Deferred revenue | 2,364,388 | 2,364,388 | 1,388,126 | 1,378,502 | |||||||
Goodwill | 29,660,232 | 29,660,232 | 29,493,398 | $ 29,493,398 | |||||||
Cash, Uninsured Amount | 173,000 | 0 | |||||||||
Accounts Receivable, after Allowance for Credit Loss, Current | 821,827 | 821,827 | 91,520 | 269,962 | |||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 1,841,617 | 125,298 | |||||||||
Noncontrolling Interest [Member] | |||||||||||
Net Income (Loss) Attributable to Parent | |||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 20,011 | ||||||||||
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 | Jul. 06, 2021 | Dec. 31, 2020 |
Consideration given: | |||||
Common stock shares given | 29,598,672 | ||||
Total consideration | $ 29,598,672 | ||||
Fair value of identifiable assets acquired, and liabilities assumed: | |||||
Cash | 4,122 | ||||
Prepaid expenses | 39,208 | ||||
Accounts payable and accrued expenses | (55,008) | ||||
Deferred revenue | (126,037) | ||||
Note payable | (20,800) | ||||
Goodwill | $ 29,660,232 | $ 29,493,398 | $ 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. 03, 2022 | Mar. 07, 2022 | Mar. 04, 2022 | Mar. 01, 2022 | Feb. 01, 2022 | Jan. 02, 2022 | Dec. 01, 2021 | Nov. 01, 2021 | Oct. 02, 2021 | Sep. 01, 2021 | Aug. 01, 2021 | Jul. 02, 2021 | Jun. 01, 2021 | May 01, 2021 | Apr. 02, 2021 | Mar. 09, 2021 | Feb. 01, 2021 | Jan. 03, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Jul. 06, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||||||||||||||||||||
Stock issued during period value new issues | $ 4,315,702 | $ 409 | $ 750 | $ 862 | $ 1,488 | $ 900 | $ 2,246 | $ 2,500 | $ 3,725 | $ 5,375 | $ 2,478 | $ 2,512 | $ 2,750 | $ 5,100 | $ 29,000 | $ 3,687 | $ 1,288 | ||||||
Goodwill | $ 29,660,232 | $ 29,493,398 | $ 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 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | |||
Hotel | $ 30,373,347 | ||
Computer and equipment | 179,747 | 148,893 | $ 146,925 |
Furniture and fixtures | 27,786 | 17,331 | 17,331 |
Leasehold improvements | 7,459 | 234,835 | 162,840 |
Operating / shop equipment | 302,117 | 185,128 | 257,124 |
Transportation equipment | 36,991 | 36,991 | 36,991 |
Total fixed assets | 30,927,447 | 623,178 | 621,211 |
Less: Accumulated depreciation | 530,773 | 552,142 | 335,112 |
Total fixed assets, net | $ 30,396,674 | $ 71,036 | $ 286,099 |
FIXED ASSETS (Details Narrative
FIXED ASSETS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Fixed assets, net | $ 31,146,674 | $ 71,036 | ||
Depreciation expense | 85,683 | $ 3,516 | 217,030 | $ 51,189 |
Property, Plant and Equipment, Net | $ 30,396,674 | $ 71,036 | $ 286,099 |
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 | ||||
Nov. 30, 2022 | 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 P S A [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 Instrument, Face Amount | $ 15,000,000 | $ 15,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 13% | ||||
Debt instrument maturity date | Sep. 02, 2025 | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 102,754,802 | ||||
Loan Agreement [Member] | Subsequent Event [Member] | |||||
Debt instrument maturity date | Nov. 30, 2022 | ||||
Short term borrowings | $ 3,250,000 | ||||
Loan Agreement [Member] | Interest Rate Floor [Member] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 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) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of fiscal year | $ 7,500 | |
Year One | 30,000 | $ 30,000 |
Year Two | 30,000 | 30,000 |
Year Three | 30,000 | 30,000 |
Year Four | 30,000 | 30,000 |
After Four Year | 137,500 | |
Year Five | 30,000 | |
After Five Year | 137,500 | |
Total | $ 265,000 | $ 287,500 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 06, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Goodwill | $ 29,660,232 | $ 29,493,398 | $ 29,493,398 | ||
Intangible assets, amount | 265,000 | 287,500 | |||
Amortization expense for intangible assets | $ 22,500 | $ 0 | $ 12,500 | $ 0 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Short-Term Debt [Line Items] | |||
Principal | $ 19,025,206 | $ 1,288,887 | $ 1,207,663 |
Accrued Interest | 20,574 | 42,351 | |
Total | 19,025,206 | 1,309,461 | 1,250,014 |
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 One [Member] | SBA EIDL [Member] | |||
Short-Term Debt [Line Items] | |||
Principal | 149,169 | 149,169 | |
Accrued Interest | |||
Total | 149,169 | 149,169 | |
Note Payable Two [Member] | FVPO Funds [Member] | |||
Short-Term Debt [Line Items] | |||
Principal | 91,758 | ||
Accrued Interest | 20,574 | ||
Total | 112,332 | ||
Note Payable Three [Member] | Grand Slam [Member] | |||
Short-Term Debt [Line Items] | |||
Principal | 412,637 | 434,560 | 464,560 |
Accrued Interest | |||
Total | 412,637 | 434,560 | 464,560 |
Note Payable Four [Member] | FVPO Funds [Member] | |||
Short-Term Debt [Line Items] | |||
Principal | 3,250,000 | 500,000 | |
Accrued Interest | |||
Total | 3,250,000 | 500,000 | |
Note Payable Five [Member] | FVPO Funds [Member] | |||
Short-Term Debt [Line Items] | |||
Principal | 15,000,000 | ||
Accrued Interest | |||
Total | 15,000,000 | ||
Note Payable Six [Member] | SBA EIDL [Member] | |||
Short-Term Debt [Line Items] | |||
Principal | 113,400 | 113,400 | |
Accrued Interest | |||
Total | 113,400 | 113,400 | |
Note Payable Seven [Member] | SBA [Member] | |||
Short-Term Debt [Line Items] | |||
Principal | 100,000 | 263,300 | |
Accrued Interest | |||
Total | $ 100,000 | 263,300 | |
Note Payable Eight [Member] | SBA PPP [Member] | |||
Short-Term Debt [Line Items] | |||
Principal | 30,595 | ||
Accrued Interest | |||
Total | 30,595 | ||
Note Payable Nine [Member] | Feenix Payment Systems [Member] | |||
Short-Term Debt [Line Items] | |||
Principal | 200,000 | ||
Accrued Interest | 24,359 | ||
Total | 200,000 | ||
Note Payable Ten [Member] | Feenix Payment Systems [Member] | |||
Short-Term Debt [Line Items] | |||
Principal | 169,208 | ||
Accrued Interest | 17,992 | ||
Total | 169,208 | ||
Note Payable Eleven [Member] | Amigh LLC [Member] | |||
Short-Term Debt [Line Items] | |||
Principal | 80,000 | ||
Accrued Interest | |||
Total | $ 80,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | |||||||||||||||||||
Nov. 30, 2022 | Sep. 02, 2022 | Mar. 07, 2022 | Dec. 20, 2021 | Jan. 15, 2021 | Apr. 15, 2020 | Apr. 09, 2020 | Jan. 11, 2019 | Nov. 05, 2018 | Aug. 10, 2018 | Mar. 29, 2018 | Mar. 02, 2018 | Dec. 31, 2021 | Sep. 30, 2022 | Feb. 08, 2022 | Dec. 31, 2020 | 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 | $ 1,250,014 | |||||||||||||||||
Proceeds from loans | 2,650,000 | |||||||||||||||||||
Soccer America [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | $ 100,000 | 100,000 | ||||||||||||||||||
Debt instrument interest percentage | 2.75% | |||||||||||||||||||
Debt instrument maturity date | Jun. 15, 2050 | |||||||||||||||||||
Debt Instrument, Periodic Payment | $ 641 | |||||||||||||||||||
I T A [Member] | Unsecured Debt [Member] | SBA [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | 149,169 | 149,169 | $ 149,900 | |||||||||||||||||
Debt instrument interest percentage | 3.75% | |||||||||||||||||||
N V L [Member] | Unsecured Debt [Member] | SBA [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | 113,400 | 149,169 | $ 113,400 | |||||||||||||||||
Debt instrument interest percentage | 3.75% | |||||||||||||||||||
Term Loan Commitment [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Notes payable | 91,758 | 169,208 | ||||||||||||||||||
Debt instrument, face amount | $ 300,000 | |||||||||||||||||||
Debt instrument term | 3 years | |||||||||||||||||||
Debt instrument interest percentage | 8.50% | |||||||||||||||||||
Loan note [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Notes payable | 434,560 | 412,637 | 464,560 | |||||||||||||||||
Debt instrument, face amount | $ 735,714 | |||||||||||||||||||
Net profit percentage | 25% | |||||||||||||||||||
Debt instrument, annual principal payment | $ 30,000 | |||||||||||||||||||
Unsecured Promissory Note One [Member] | Joseph B. Frost [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Notes payable | $ 40,000 | |||||||||||||||||||
Debt instrument term | 1 year | |||||||||||||||||||
Debt instrument interest percentage | 20% | |||||||||||||||||||
Unsecured Promissory Note Two [Member] | Joseph B. Frost [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Notes payable | $ 13,000 | |||||||||||||||||||
Debt instrument term | 6 months | |||||||||||||||||||
Debt instrument interest percentage | 20% | |||||||||||||||||||
Unsecured Promissory Note Three [Member] | Joseph B. Frost [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Notes payable | $ 500 | |||||||||||||||||||
Debt instrument term | 6 months | |||||||||||||||||||
Debt instrument interest percentage | 8% | |||||||||||||||||||
Unsecured Promissory Note Four [Member] | Robert Kanuth [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Notes payable | $ 1,500 | |||||||||||||||||||
Debt instrument term | 1 year | |||||||||||||||||||
Debt instrument interest percentage | 8% | |||||||||||||||||||
Unsecured Promissory Note Five [Member] | Robert Kanuth [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Notes payable | $ 4,200 | |||||||||||||||||||
Debt instrument term | 1 year | |||||||||||||||||||
Debt instrument interest percentage | 8% | |||||||||||||||||||
Grand Slam Partners [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | $ 735,714 | |||||||||||||||||||
Paycheck Protection Program C A R E S 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 instrument, face amount | $ 500,000 | $ 500,000 | 3,250,000 | |||||||||||||||||
Debt instrument interest percentage | 12% | |||||||||||||||||||
Debt instrument maturity date | Dec. 20, 2023 | 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 instrument, face amount | $ 15,000,000 | $ 15,000,000 | ||||||||||||||||||
Debt instrument interest percentage | 13% | |||||||||||||||||||
Debt instrument maturity date | Sep. 02, 2025 | |||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 102,754,802 | |||||||||||||||||||
Loan Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument maturity date | Nov. 30, 2022 | |||||||||||||||||||
Short term borrowings | $ 3,250,000 | |||||||||||||||||||
Loan Agreement [Member] | Interest Rate Floor [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument interest percentage | 2% | |||||||||||||||||||
Credit Agreement [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument term | 24 months | |||||||||||||||||||
Debt instrument interest percentage | 12% | |||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 200,000 | |||||||||||||||||||
Line of Credit Facility, Commitment Fee Amount | $ 200,000 | |||||||||||||||||||
Notes and Loans Payable, Current | $ 0 | $ 200,000 | ||||||||||||||||||
Unsecured Loan Commitment [Member] | C M A [Member] | Amigh LLC [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | $ 80,000 | |||||||||||||||||||
Debt instrument term | 3 years |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |||||||||||||||||||||
Sep. 02, 2022 | Aug. 06, 2022 | Apr. 03, 2022 | Mar. 01, 2022 | Feb. 01, 2022 | Jan. 02, 2022 | Dec. 01, 2021 | Nov. 30, 2021 | Nov. 01, 2021 | Oct. 31, 2021 | Oct. 02, 2021 | Sep. 01, 2021 | Aug. 01, 2021 | Jul. 02, 2021 | Jun. 01, 2021 | May 01, 2021 | Apr. 02, 2021 | Mar. 09, 2021 | Feb. 01, 2021 | Jan. 03, 2021 | Jan. 24, 2019 | Nov. 30, 2021 | 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 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 50,000 | 12,500 | 12,500 | ||||||
16929 Wellness Consultants Inc [Member] | |||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 3,000,000 | ||||||||||||||||||||||
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 | $ 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 | $ 1,250 | |||||||||||||||||||||
Franchise fee percentage | 20% | 20% | |||||||||||||||||||||
Franchise purchased fee | $ 8,000 | $ 8,000 | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 3,000,000 | 3,000,000 | |||||||||||||||||||||
Management Agreement [Member] | 16929 Wellness Consultants Inc [Member] | Maximum [Member] | |||||||||||||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||||||||||||
Franchise monthly fee | $ 20,000 | ||||||||||||||||||||||
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 | 12 Months Ended | |||||||||
Apr. 30, 2021 | Mar. 09, 2021 | Apr. 15, 2020 | Apr. 09, 2020 | Nov. 05, 2018 | Aug. 10, 2018 | Mar. 02, 2018 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||||||||
Repayments of related party debt | $ 69,200 | $ 69,200 | |||||||||
Notes Payable | 19,025,206 | 1,309,461 | $ 1,250,014 | ||||||||
Trans World Performance L L C [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Repayments of related party debt | $ 360,000 | ||||||||||
Joseph B. Frost [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Conversion of Stock, Amount Issued | $ 90,708 | ||||||||||
Conversion of Stock, Shares Issued | 181,417 | ||||||||||
Joseph B. Frost [Member] | Promissory Note One [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Notes Payable | $ 40,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 20% | ||||||||||
Debt Instrument, Term | 1 year | ||||||||||
Joseph B. Frost [Member] | Promissory Note Two [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Notes Payable | $ 13,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 20% | ||||||||||
Debt Instrument, Term | 6 months | ||||||||||
Joseph B. Frost [Member] | Promissory Note Three [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Notes Payable | $ 500 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | ||||||||||
Debt Instrument, Term | 6 months | ||||||||||
Robert Kanuth [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Repayments of related party debt | $ 20,000 | ||||||||||
Accrued Liabilities | $ 20,395 | ||||||||||
Robert Kanuth [Member] | Promissory Note Four [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Notes Payable | $ 1,500 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | ||||||||||
Debt Instrument, Term | 1 year | ||||||||||
Robert Kanuth [Member] | Promissory Note Five [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Notes Payable | $ 4,200 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | ||||||||||
Debt Instrument, Term | 1 year | ||||||||||
Gregory Breunich And Gabriel Jaramillo [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Repayments of related party debt | 260,000 | 280,000 | |||||||||
Trans World Performance L L C 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 | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||
Sep. 07, 2022 | Sep. 02, 2022 | Apr. 29, 2022 | Apr. 03, 2022 | Mar. 07, 2022 | Mar. 01, 2022 | Feb. 22, 2022 | Feb. 01, 2022 | Jan. 02, 2022 | Dec. 01, 2021 | Nov. 01, 2021 | Oct. 31, 2021 | Oct. 02, 2021 | Sep. 01, 2021 | Aug. 01, 2021 | Jul. 23, 2021 | Jul. 22, 2021 | Jul. 21, 2021 | Jul. 06, 2021 | Jul. 02, 2021 | Jun. 01, 2021 | May 01, 2021 | Apr. 02, 2021 | Mar. 09, 2021 | Mar. 01, 2021 | Feb. 08, 2021 | Feb. 02, 2021 | Feb. 01, 2021 | Jan. 03, 2021 | Jan. 25, 2019 | May 18, 2017 | Feb. 05, 2015 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jul. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Feb. 10, 2021 | Dec. 31, 2020 | |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||||||||||||||||||||||||
Preferred stock no par value | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||||||||||||||||||||||||
Preferred stock voting rights description | shares of common stock outstanding, | the 51 shares of Series A Preferred Stock would have 501,890,680 votes per share of Series A Preferred Stock | the 51 shares of Series A Preferred Stock would have 369,547,734 votes per share of Series A Preferred Stock | ||||||||||||||||||||||||||||||||||||||
Common stock, shares outstanding | 492,239,343 | 492,239,343 | 358,070,905 | 51,487,764 | |||||||||||||||||||||||||||||||||||||
Number of common stock shares issued for services | 12,500 | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 51 | 51 | 51 | 0 | |||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 51 | 51 | 51 | 0 | |||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 100,000,000 | 600,000,000 | 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 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 50,000 | 12,500 | 12,500 | ||||||||||||||||||||||||
Shares issued price per share | $ 0.042 | $ 0.0327 | $ 0.06 | $ 0.069 | $ 0.119 | $ 0.072 | $ 0.1797 | $ 0.20 | $ 0.298 | $ 0.201 | $ 0.201 | $ 0.201 | $ 0.22 | $ 0.408 | $ 0.58 | $ 0.708 | $ 0.295 | $ 0.103 | |||||||||||||||||||||||
Value of common stock shares issued | $ 4,315,702 | $ 409 | $ 750 | $ 862 | $ 1,488 | $ 900 | $ 2,246 | $ 2,500 | $ 3,725 | $ 5,375 | $ 2,478 | $ 2,512 | $ 2,750 | $ 5,100 | $ 29,000 | $ 3,687 | $ 1,288 | ||||||||||||||||||||||||
Number of common stock shares issued for services, value | $ 8,850 | $ 136,500 | $ 409 | $ 85,900 | $ 2,953,985 | $ 657,947 | |||||||||||||||||||||||||||||||||||
Common stock as debt discount to loan | 16,363,636 | ||||||||||||||||||||||||||||||||||||||||
Options exercised, shares | 250,000 | ||||||||||||||||||||||||||||||||||||||||
Common Stock, No Par Value | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 19,250 | $ 19,250 | |||||||||||||||||||||||||||||||||||||||
Share Exchange Agreement [Member] | Breunich Holdings Inc [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 295,986,724 | 295,986,724 | |||||||||||||||||||||||||||||||||||||||
Frost [Member] | |||||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 87,080 | ||||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 181,417 | ||||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||||
F V P Opportunity Fund I I I L P [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 41,101,921 | ||||||||||||||||||||||||||||||||||||||||
F V P Opportunity Fund I V L P [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 10,275,480 | ||||||||||||||||||||||||||||||||||||||||
G T Partners Private Credit Finance L L C [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 38,533,051 | ||||||||||||||||||||||||||||||||||||||||
G T Monterey Cypress Finance L L C [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 12,844,350 | ||||||||||||||||||||||||||||||||||||||||
Mz Group Inc [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 3,500,000 | ||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.039 | ||||||||||||||||||||||||||||||||||||||||
Value of common stock shares issued | $ 136,500 | ||||||||||||||||||||||||||||||||||||||||
Breunich Holdings Inc [Member] | |||||||||||||||||||||||||||||||||||||||||
Value of common stock shares issued | $ 97,971,606 | ||||||||||||||||||||||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 12,510,000 | ||||||||||||||||||||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 0.10 | ||||||||||||||||||||||||||||||||||||||||
Sale of Stock, Consideration Received Per Transaction | $ 1,251,000 | ||||||||||||||||||||||||||||||||||||||||
Share Price | $ 0.331 | ||||||||||||||||||||||||||||||||||||||||
F M W Media Corp L L C [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 300,000 | ||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.21 | ||||||||||||||||||||||||||||||||||||||||
Value of common stock shares issued | $ 63,000 | ||||||||||||||||||||||||||||||||||||||||
16929 Wellness Consultants Inc [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 3,000,000 | ||||||||||||||||||||||||||||||||||||||||
Revision of Prior Period, Adjustment [Member] | |||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 530,000,000 | ||||||||||||||||||||||||||||||||||||||||
Board Of Directors [Member] | |||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | ||||||||||||||||||||||||||||||||||||||||
Preferred stock no par value | $ 0 | ||||||||||||||||||||||||||||||||||||||||
Preferred stock voting rights description | Each share of the preferred stock is entitled to one vote and is convertible into one share of common stock | ||||||||||||||||||||||||||||||||||||||||
Gregory Breunich [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued for services | 51 | ||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued for services | 500,000 | ||||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||||
Elizabeth K Stahl [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued for services | 40,000 | ||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued for services, value | $ 16,000 | ||||||||||||||||||||||||||||||||||||||||
Robin K Walker [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued for services | 100,000 | ||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued for services, value | $ 40,000 | ||||||||||||||||||||||||||||||||||||||||
Greg Whyte [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued for services | 1,500,000 | ||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued for services, value | $ 600,000 | ||||||||||||||||||||||||||||||||||||||||
Greg Anthony [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued for services | 5,000,000 | ||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued for services, value | $ 2,000,000 | ||||||||||||||||||||||||||||||||||||||||
Officers [Member] | |||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.40 | ||||||||||||||||||||||||||||||||||||||||
Frost [Member] | |||||||||||||||||||||||||||||||||||||||||
Options exercised, shares | 250,000 | ||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.077 | ||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 19,250 | ||||||||||||||||||||||||||||||||||||||||
Jeff Deforrest [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued for services | 50,000 | ||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.21 | ||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued for services, value | $ 10,500 | ||||||||||||||||||||||||||||||||||||||||
Joseph B. Frost [Member] | |||||||||||||||||||||||||||||||||||||||||
Options exercised, shares | 250,000 | ||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.077 | $ 0.077 | |||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 19,250 | ||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period | 250,000 | ||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Description | The options vest at a rate of 25% every six months after the grant date | ||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | ||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value | $ 15,809 | ||||||||||||||||||||||||||||||||||||||||
Share Price | $ 0.06 |
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 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Tax expense (benefit) at the statutory rate | $ (331,567) | $ (205,425) | $ (66,230) |
State income taxes, net of federal income tax benefit | (78,945) | (48,911) | (15,769) |
Change in valuation allowance | 410,512 | 254,336 | 81,999 |
Total |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | |||
Net operating loss carryforward | $ 410,512 | $ 254,336 | $ 247,032 |
Timing differences | |||
Total gross deferred tax assets | 410,512 | 254,336 | 247,032 |
Less: Deferred tax asset valuation allowance | (410,512) | (254,336) | (247,032) |
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 | $ 254,336 | |
Federal statutory income tax rate, percent | 21% | 21% | |
Deferred tax asset percentage | 100% | 100% | |
Deferred tax valuation allowance | $ 410,512 | $ 254,336 | $ 247,032 |
Deferred tax asset remaining valuation allowance | 254,336 | ||
Through Two Thousand Forty One [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforward | $ 254,336 | $ 0 |
SCHEDULE OF OPERATING REVENUE C
SCHEDULE OF OPERATING REVENUE CLASSES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||||
Total | $ 2,929,659 | $ 1,946,520 | $ 7,711,597 | $ 5,522,499 | $ 6,595,867 | $ 5,524,410 |
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 | 6,122,834 | 5,524,410 | ||
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 | $ 473,033 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Oct. 24, 2022 | Sep. 02, 2022 | Apr. 03, 2022 | Mar. 07, 2022 | Mar. 01, 2022 | Mar. 01, 2022 | Feb. 22, 2022 | Feb. 22, 2022 | Feb. 08, 2022 | Feb. 01, 2022 | Jan. 03, 2022 | Jan. 02, 2022 | Dec. 01, 2021 | Nov. 01, 2021 | Oct. 02, 2021 | Sep. 01, 2021 | Aug. 01, 2021 | Jul. 02, 2021 | Jun. 01, 2021 | May 01, 2021 | Apr. 02, 2021 | Mar. 09, 2021 | Feb. 01, 2021 | Jan. 03, 2021 | Oct. 25, 2022 | Mar. 01, 2021 |
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 102,754,802 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 50,000 | 12,500 | 12,500 | |||||||||
Shares Issued, Price Per Share | $ 0.042 | $ 0.0327 | $ 0.06 | $ 0.06 | $ 0.069 | $ 0.119 | $ 0.072 | $ 0.1797 | $ 0.20 | $ 0.298 | $ 0.201 | $ 0.201 | $ 0.201 | $ 0.22 | $ 0.408 | $ 0.58 | $ 0.295 | $ 0.103 | $ 0.708 | |||||||
Stock Issued During Period, Value, New Issues | $ 4,315,702 | $ 409 | $ 750 | $ 862 | $ 1,488 | $ 900 | $ 2,246 | $ 2,500 | $ 3,725 | $ 5,375 | $ 2,478 | $ 2,512 | $ 2,750 | $ 5,100 | $ 29,000 | $ 3,687 | $ 1,288 | |||||||||
Hospitality Funding Inc [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,000,000 | |||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.055 | $ 0.055 | ||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 55,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 12,500 | 12,500 | 12,500 | |||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.06 | $ 0.06 | $ 0.069 | $ 0.119 | ||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 750 | $ 862 | $ 1,488 | |||||||||||||||||||||||
Subsequent Event [Member] | Hospitality Funding Inc [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,000,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Number of shares recorded as issuable | 62,500 | |||||||||||||||||||||||||
Loan Agreement [Member] | Subsequent Event [Member] | F V P Servicing L L C [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Proceeds from Related Party Debt | $ 100,000 | |||||||||||||||||||||||||
Consulting Management License Agreement [Member] | Certain Members [Member] | Subsequent Event [Member] | Soccer Partners America [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 10,000,000 | |||||||||||||||||||||||||
Deferred Bonus [Member] | Employment Agreement [Member] | Breunich [Member] | Subsequent Event [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 [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Incentive fee | 250,000 | |||||||||||||||||||||||||
Deferred incentive | $ 50,000 |
SCHEDULE OF BUSINESS ACQUISITIO
SCHEDULE OF BUSINESS ACQUISITION (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Jul. 06, 2021 | Dec. 31, 2020 |
Reverse Merger | ||||
Common stock shares given | 29,598,672 | |||
Total consideration | $ 29,598,672 | |||
Cash | 4,122 | |||
Prepaid expenses | 39,208 | |||
Notes payable | (20,800) | |||
Accounts payable and accrued expenses | (55,008) | |||
Deferred revenue | (126,037) | |||
Shareholder advance | (36,211) | |||
UK Sporting Edge license | 300,000 | |||
Total identifiable net liabilities | 105,274 | |||
Goodwill | $ 29,660,232 | $ 29,493,398 | $ 29,493,398 |
SCHEDULE OF REVENUES AND EARNIN
SCHEDULE OF REVENUES AND EARNINGS OF BUSINESS COMBINATION (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||||
Revenues | $ 8,384,632 | $ 7,871,010 | ||
Net loss | $ (2,065,343) | $ (3,570,054) | ||
Breunich Holdings Inc [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Revenues | $ 6,595,867 | $ 5,525,596 | ||
Net loss | $ (5,015,908) | $ (433,834) |
REVERSE MERGER (Details Narrati
REVERSE MERGER (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||
Sep. 02, 2022 | Apr. 03, 2022 | Mar. 01, 2022 | Feb. 01, 2022 | Jan. 02, 2022 | Dec. 01, 2021 | Nov. 01, 2021 | Oct. 02, 2021 | Sep. 01, 2021 | Aug. 01, 2021 | Jul. 23, 2021 | Jul. 22, 2021 | Jul. 06, 2021 | Jul. 02, 2021 | Jun. 01, 2021 | May 01, 2021 | Apr. 02, 2021 | Mar. 09, 2021 | Feb. 01, 2021 | Jan. 03, 2021 | 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 | Dec. 31, 2020 | |
Stock Issued During Period, Shares, New Issues | 102,754,802 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 50,000 | 12,500 | 12,500 | |||||||||||||
Stock Issued During Period, Value, New Issues | $ 4,315,702 | $ 409 | $ 750 | $ 862 | $ 1,488 | $ 900 | $ 2,246 | $ 2,500 | $ 3,725 | $ 5,375 | $ 2,478 | $ 2,512 | $ 2,750 | $ 5,100 | $ 29,000 | $ 3,687 | $ 1,288 | |||||||||||||
Goodwill | $ 29,493,398 | $ 29,660,232 | $ 29,660,232 | $ 29,493,398 | ||||||||||||||||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,929,659 | $ 1,946,520 | 7,711,597 | $ 5,522,499 | 6,595,867 | 5,524,410 | ||||||||||||||||||||||||
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) | (1,841,617) | $ (105,287) | ||||||||||||||||||||
Breunich Holdings Inc [Member] | ||||||||||||||||||||||||||||||
Share Price | $ 0.331 | |||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 97,971,606 | |||||||||||||||||||||||||||||
Goodwill | 29,493,398 | |||||||||||||||||||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | |||||||||||||||||||||||||||||
Net Income (Loss) Attributable to Parent | $ 914,059 | |||||||||||||||||||||||||||||
Breunich Holdings Inc [Member] | ||||||||||||||||||||||||||||||
Goodwill | $ 29,493,398 | $ 29,493,398 | ||||||||||||||||||||||||||||
Breunich Holdings Inc [Member] | Share Exchange Agreement [Member] | ||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 295,986,724 | 295,986,724 | ||||||||||||||||||||||||||||
Ownership percentage | 100% |