UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM
For
the quarterly period ended
For the transition period from _________ to _________.
(Exact Name of Registrant as Specified in its Charter)
(f/ka/ Altitude International, Inc.)
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer | ||
| of Incorporation) | File Number) | Identification No.) |
(Address of Principal Executive Offices)
(Registrant’s Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
(Check One):
| Large Accelerated filer ☐ | Accelerated filer ☐ |
| Smaller
reporting company | |
| Emerging
growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Regulation 12b-2 of the Exchange Act): YES ☐
Securities registered to Section 12(b) of the Act: None.
State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: shares issued, issuable, and outstanding as of August 11, 2021.
TABLE OF CONTENTS
| 2 |
PART I. FINANCIAL INFORMATION
ITEM 1 - CONDENSED FINANCIAL STATEMENTS
ALTITUDE INTERNATIONAL HOLDINGS, INC.
(UNAUDITED)
Contents
| 3 |
ALTITUDE INTERNATIONAL HOLDINGS, INC.
(f/k/a Altitude International, Inc.)
and Subsidiaries
Condensed Consolidated Balance Sheets
(unaudited)
| June 30, | December 31, | |||||||
| 2021 | 2020 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expense | ||||||||
| Total current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Notes payable - related party | $ | $ | ||||||
| Notes payable | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Accounts payable and accrued expenses - related party | - | |||||||
| Due to Breunich Holding Inc. | - | |||||||
| Stockholders’ advance | ||||||||
| Deferred revenue | - | |||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies - Note 5 | - | - | ||||||
| Stockholders’ deficit | ||||||||
| Preferred stock - | - | - | ||||||
| Common stock - | ||||||||
| Additional paid in capital | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
ALTITUDE INTERNATIONAL HOLDINGS, INC.
(f/k/a Altitude International, Inc.)
and Subsidiaries
Condensed Consolidated Statement of Operations
(unaudited)
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Operating expenses | ||||||||||||||||
| Direct costs of revenue | - | - | - | - | ||||||||||||
| Professional fees | ||||||||||||||||
| Salary expenses | ||||||||||||||||
| Stock-based compensation | ||||||||||||||||
| Other general and administrative expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expenses) | ||||||||||||||||
| Gain on settlement of debt | - | - | ||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other income (expenses) | ( | ) | ( | ) | ( | ) | ||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Earnings per share - basic and fully diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of shares of common stock - basic and fully diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
ALTITUDE INTERNATIONAL HOLDINGS, INC.
(f/k/a Altitude International, Inc.)
and Subsidiaries
Condensed Consolidated Statement of Changes in Stockholders’ Deficit
June 30, 2021 and 2020
(unaudited)
| Common Stock | Additional | |||||||||||||||||||
| No | Paid in | Accumulated | ||||||||||||||||||
| Shares | Par Value | Capital | Deficit | Total | ||||||||||||||||
| Balance, December 31, 2019 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||
| Issuance of common stock for services | - | - | ||||||||||||||||||
| Amortization of stock options | - | - | - | |||||||||||||||||
| Net loss for the period ended March 31, 2020 | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance, March 31, 2020 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||
| Issuance of common stock for services | - | - | ||||||||||||||||||
| Conversion of debt to common stock | - | - | ||||||||||||||||||
| Amortization of stock options | - | - | - | |||||||||||||||||
| Net loss for the period ended June 30, 2020 | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance, June 30, 2020 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||
| Balance, December 31, 2020 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||
| Issuance of common stock for services | - | - | ||||||||||||||||||
| Conversion of debt to common stock | - | - | ||||||||||||||||||
| Options exercised into common stock | - | - | ||||||||||||||||||
| Net loss for the period ended March 31, 2021 | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance, March 31, 2021 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||
| Issuance of common stock for services | - | - | ||||||||||||||||||
| Net loss for the period ended June 30, 2021 | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance, June 30, 2021 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
ALTITUDE INTERNATIONAL HOLDINGS, INC.
(f/k/a Altitude International, Inc.)
and Subsidiaries
Condensed Consolidated Statements of Cash Flows
For the Six Months ended June 30,
(unaudited)
| 2021 | 2020 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operations: | ||||||||
| Depreciation expense | - | |||||||
| Amortization expense | - | |||||||
| Gain on settlement of debt | - | |||||||
| Stock-based compensation | ||||||||
| Change in assets and liabilities: | ||||||||
| Prepaid expense | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Accounts payable and accrued expenses - related party | ( | ) | ||||||
| Due to Breunich Holdings, Inc. | - | |||||||
| Deferred revenue | ( | ) | ||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from stock options exercised | - | |||||||
| Proceeds from loan | - | |||||||
| Proceeds from related party loans and advances | - | |||||||
| Repayment of notes payable to related parties | ( | ) | - | |||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Net increase (decrease) in cash | ( | ) | ||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Conversion of related party debt to common stock | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 7 |
ALTITUDE INTERNATIONAL HOLDINGS, INC.
(f/k/a Altitude International, Inc.)
and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
June 30, 2021
(unaudited)
NOTE 1 – NATURE OF OPERATIONS
Company Background
Altitude International Holdings, Inc. (f/k/a Altitude International, Inc., the “Company,” “we,” “us,” “our,” or “Altitude-NY”), was incorporated in the State of New York on July 13, 1994, as “Titan Computer Services, Inc.”
On June 27, 2017, the Company successfully closed a Share Exchange transaction (the “Share Exchange”) with the shareholders of Altitude International, Inc. (“Altitude”), a Wisconsin corporation. Altitude was incorporated on May 18, 2017, under the laws of the state of Wisconsin and has been operating as a wholly owned subsidiary of Altitude-NY since the Share Exchange. Altitude operates through Northern, Central, and South America sales to execute the current business plan of athletic training industry, specifically altitude training. Our objective is to be recognized as one of the upper tier specialty altitude training equipment providers in the Americas.
On February 13, 2018, the majority of the shareholders of the Company approved the amendment to the Articles of Incorporation to change the Company’s name from “Titan Computer Services, Inc.” to “Altitude International, Inc.” The purpose of the name change was to help further our brand identity and will reflect the major focus of our business operations, the manufacturing and distribution of products in the athletic training industry, specifically altitude training.
On February 14, 2020, the majority of shareholders of the Company and the Board of Directors authorized a change in the Company’s name to “Altitude International Holdings, Inc.” to reflect more diversified operations going forward. The Articles of Amendment finalizing this name change have not yet been filed by the Company.
On April 24, 2020, the Company formed a wholly owned subsidiary in Wisconsin called “Altitude Sports Management Corp.,” an entity that will providing fully integrated wealth, health, and career management services to its clients.
On August 21, 2020, the Company filed with the State of New York to change the name from Altitude International, Inc. to Altitude International Holdings, Inc.
Further, on January 17, 2021, Altitude International Holdings, Inc. (the “Company” or “Altitude”) entered into a Letter of Intent (the “LOI”) with Breunich Holdings, Inc., a privately held Delaware corporation (“BHI”). The LOI sets forth the headline terms of a proposed Share Exchange of Altitude with BHI through which % of the BHI shares will be exchanged for up to 80% of then-issued and outstanding shares of Altitude. Greg Breunich, the Company’s chief executive officer, chief financial officer and chairman, controls BHI.
Upon the terms and subject to the conditions set forth in the LOI, following the Share Exchange, (i) BHI and its subsidiaries will be wholly-owned subsidiaries of Altitude; (ii) BHI shareholders would own approximately % of the common shares of Altitude, and Altitude shareholders would own approximately % of the common shares of Altitude, with such percentages calculated on a fully diluted basis; and (iii) BHI has the right to appoint a majority of the directors of Altitude following the Share Exchange.
The completion of the Share Exchange would be subject to the satisfaction of specific conditions set forth in the LOI, including the completion of an audit of BHI and its subsidiaries and the parties first negotiating and executing a definitive Share Exchange agreement (the “Share Exchange Agreement”).
On February 10, 2021, the Company filed with the State of New York to increase the authorized shares of common stock of the Company to shares.
On May 28, 2021, the Company’s Board of Directors, as allowed in the Company’s Bylaws, approved an increase to the maximum number of individuals on the Board of Directors to thirteen.
On July 6, 2021, Altitude International Holdings, Inc. (“Altitude” or the “Company”) entered into a Share Exchange Agreement (the “Agreement”) with Breunich Holdings, Inc., a Delaware entity (“BHI”). BHI is a holding company with seven operating LLCs, including CMA Soccer, LLC, ITA-USA Enterprise LLC, Trident Water LLC, North Miami Beach Academy LLC, NVL Volleyball Academy LLC, Six Log Cleaning and Sanitizing LLC, and Altitude Wellness LLC.
Pursuant
to the terms of the Agreement, the Company agreed to issue shares of its common stock to the shareholders of BHI in exchange
for
Following the Agreement, BHI will be a wholly owned subsidiary of the Company, with each of its subsidiaries operating as wholly owned subsidiaries.
At
the Closing of the Share Exchange Agreement on July 23, 2021, Altitude acquired
On July 21, 2021, the Company filed a Certificate of Designation for Series A Preferred Stock. The Company received confirmation of the filing from the New York Secretary of State on July 27, 2021.
| 8 |
Nature of Operations
The product designs to be licensed from Sporting Edge UK, Ltd (“Sporting Edge UK”) are proven and cover a wide range of room sizes. The only requirement is to change from metric to imperial sizes where necessary.
There are three unique elements to the Altitude product:
| ● | Sophisticated Touch Screen control systems capable of integrating the control of simulated altitude, temperature and humidity. | |
| ● | A unique design of Air Separation Unit with only a single active part that provides for ultra-reliable operation and a design life of greater than fifteen years. | |
| ● | Proven training protocols that allow the desired training benefits to be achieved. |
Altitude is transitioning to a more multi-discipline enterprise, blending performance-based education, sports, science, and technology. The targeted consumer segments include, but are not limited to, juniors, adults, and professionals. ALTD’s multi-discipline approach consists of wholly owned stand-alone academies, wellness, and manufacturing/assembly facilities.
Altitude International Holdings, Inc.
Altitude
International Holdings, Inc. (“Altitude”) was incorporated on May 18, 2017, under the laws of the state of Wisconsin with
authorized common stock with $ par value. On May 18, 2017, shares of common stock at $ (par) were issued
as founder shares, valued at a total of $
On June 27, 2017, after the closing of certain Stock Purchase Agreements, in private sale transaction and the Share Exchange Agreement, a change of control of the Company occurred and the new operational focus of the Company commenced. See Notes 6 and 8.
Altitude will operate through Northern, Central, and South America 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.
Changes in Management and the Board of Directors
On January 25, 2019, Robert Kanuth was appointed as the Company’s new CEO and David Vincent resigned as CEO and was appointed as the Company’s Chief Technology Officer.
On June 27, 2019, Greg Anthony and Peter Sandore were elected to serve on the Board of Directors.
On August 20, 2019, Dave Vincent resigned as a director and CTO of the Company.
On September 19, 2019, Greg Anthony was appointed as President of the Company.
On July 6, 2020, Greg Whyte resigned as a director of the Company.
On July 6, 2020, Greg Whyte resigned as a director of the Company.
On July 28, 2020, Peter Sandore resigned as director of the Company.
On December 20, 2020, Greg Whyte, David Vincent, and Greg Breunich were appointed as directors of the Company to fill the vacancies left upon the resignation of its former directors.
On January 6, 2021, Robert Kanuth, Chief Executive Officer, Chief Financial Officer, and a member of the Board of Directors resigned as Chief Executive Officer and Chief Financial Officer of the Company. He also resigned as Chairman of the Board of Directors but remains a member of the Board of Directors of the Company.
On January 6, 2021, Greg Breunich was appointed Chief Executive Officer, Chief Financial Officer, and Chairman of the Board of Directors of the Company.
On February 2, 2021, Greg Anthony was appointed Chief Communications Officer and Company Spokesperson of the Company.
On March 19, 2021, Joseph B. Frost resigned as a director and officer of the Company.
On March 24, 2021, Gabe Jaramillo was appointed as Executive Vice President and Director of Tennis Training. On March 26, 2021, Mr. Jaramillo was appointed to the Board of Directors of the Company.
On July 23, 2021, Scott Del Mastro was appointed to the Board of Directors of the Company.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America and has a year-end of December 31.
Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations, and cash flows of the Company for the respective periods being presented.
The unaudited condensed consolidated financial statements of the Company for the six month periods ended June 30, 2021, and 2020 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2020, was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2020, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2021. These financial statements should be read in conjunction with that report.
| 9 |
Going Concern and Liquidity
We
have incurred recurring losses since inception and expect to continue to incur losses as a result of legal and professional fees and
our corporate general and administrative expenses. At June 30, 2021, we had $
| 10 |
Recent Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options, which simplifies accounting for convertible instruments. The new guidance eliminates two of the three models in ASC 470-20 that require separating embedded conversion features from convertible instruments. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation. The guidance is effective for fiscal years beginning after December 15, 2023. The Company is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements.
Recently Issued Accounting Standards: Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
NOTE 3 – NOTES PAYABLE
| Note payable | ||||||||||||||||||||||||
| June 30, 2021 | December 31, 2020 | |||||||||||||||||||||||
| Accrued | Accrued | |||||||||||||||||||||||
| Principal | Interest | Total | Principal | Interest | Total | |||||||||||||||||||
| Joseph B. Frost | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Joseph B. Frost | ||||||||||||||||||||||||
| Joseph B. Frost | ||||||||||||||||||||||||
| Joseph B. Frost | ||||||||||||||||||||||||
| Robert Kanuth | ||||||||||||||||||||||||
| Robert Kanuth | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
On
March 2, 2018, Frost, then a director, loaned the Company $
On
July 30, 2018, Frost, then a director, loaned the Company $
On
August 10, 2018, Frost, a director, loaned the Company $
On
November 5, 2018, Frost, a director, loaned the Company $
| 11 |
On
April 9, 2020, Kanuth, an officer and director, loaned the Company $
On
April 15, 2020, Kanuth, an officer and director, loaned the Company $
On
May 5, 2020, the Company received $
NOTE 4 – 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 May 6, 2021, the Company did not have any legal actions pending against it.
On June 27, 2017, Altitude entered a license agreement with Sporting Edge UK (see Note 1), Sporting Edge UK is the sole and exclusive owner of and has the right to license to licensee the ability to manufacture and sell rights to the full range of membrane-based systems for the production of reduced oxygen environments and associated services as well as the use of patents and trademarks held by Sporting Edge UK or Vincent.
| 12 |
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 Continent of North America, Central America, The Continent of South America. | |
| ● | Other territories as may be agreed from time to time, on a temporary or permanent basis. |
All amounts due under the 2017 license agreement were waived, as were all royalty fees.
NOTE 5 – RELATED PARTY TRANSACTIONS
On
April 30, 2021, the Company paid Robert Kanuth $
As
of June 30, 2021, Breunich Holding Inc., which is controlled by Greg Breunich, the chief executive officer, chief financial officer and
chairman of the Company, is owed $
NOTE 6 – STOCKHOLDERS’ EQUITY
Preferred Stock
On
February 5, 2015, the Board of Directors of the Company authorized shares of preferred stock with
As of June 30, 2021, and December 31, 2020, the Company has preferred stock issued and outstanding.
Common Stock
Altitude
was incorporated on May 18, 2017, under the laws of the state of Wisconsin with authorized common stock with $ par value.
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 whereas the total authorized is a total of
On
January 1, 2021, the Company was contractually obligated to issue its legal counsel shares of common stock for legal work for
January 2021. The common stock of the Company is thinly traded and had a value of $ per share, therefore the Company recorded the
transaction at $
| 13 |
On
February 1, 2021, the Company was contractually obligated to issue its legal counsel shares of common stock for legal work for
February 2021. The common stock of the Company is thinly traded and had a value of $ per share, therefore the Company recorded the
transaction at $
On February 2, 2021, the Company issued shares of common stock for services as follows: Elizabeth K. Stahl, ; Robin K. Walker, ; Greg Whyte,; and Greg Anthony, .
On
February 8, 2021, Frost exercised options at $ per share for $
On
March 1, 2021, the Company was contractually obligated to issue its legal counsel shares of common stock for legal work for March
2021. The common stock of the Company is and had a value of $ per share, therefore the Company recorded the transaction
at $
On
April 1, 2021, the Company was contractually obligated to issue its legal counsel shares of common stock for legal work for April
2021. The common stock of the Company is and had a value of $ per share, therefore the Company recorded the transaction
at $
On
May 1, 2021, the Company was contractually obligated to issue its legal counsel shares of common stock for legal work for May
2021. The common stock of the Company is and had a value of $ per share, therefore the Company recorded the transaction
at $
On
June 1, 2021, the Company was contractually obligated to issue its legal counsel shares of common stock for legal work for June
2021. The common stock of the Company is and had a value of $ per share, therefore the Company recorded the transaction
at $
As
of June 30, 2021, and December 31, 2020, the Company has
and shares of
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 options to Vincent. The exercise price is $. The Black-Scholes calculation valued the options at $, or $ per share. As of June 30, 2021, $ was amortized. These options expired three months following Vincent’s resignation because they were not exercised prior to that time.
On
January 25, 2019, the Company issued options to Frost. The exercise price is $. The Black-Scholes calculation valued the options at $,
or $ per share. On February 8, 2021, Frost exercised the options at $ per share for $
There are currently no stock options currently issued and outstanding under the 2017 Plan, as all remaining stock options issued and outstanding were exercised on February 8, 2021.
NOTE 7 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission. The Company has determined that there are no other such events that warrant disclosure or recognition in the financial statements, except as stated herein.
The outbreak of the coronavirus (COVID-19) resulted in increased travel restrictions, and shutdown of businesses, which may cause slower recovery of the economy. We may experience impact from quarantines, market downturns and changes in customer behavior related to pandemic fears and impact on our workforce if the virus continues to spread. In addition, one or more of our customers, partners, service providers or suppliers may experience financial distress, delayed or defaults on payment, file for bankruptcy protection, sharp diminishing of business, or suffer disruptions in their business due to the outbreak. The extent to which the coronavirus impacts our results will depend on future developments and reactions throughout the world, which are highly uncertain and will include emerging information concerning the severity of the coronavirus and the actions taken by governments and private businesses to attempt to contain the coronavirus. It is likely to result in a potential material adverse impact on our business, results of operations and financial condition. Wider-spread COVID-19 globally could prolong the deterioration in economic conditions and could cause decreases in or delays in advertising spending and reduce and/or negatively impact our short-term ability to grow our revenues. Any decreased collectability of accounts receivable, bankruptcy of small and medium businesses, or early termination of agreements due to deterioration in economic conditions could negatively impact our results of operations.
On July 6, 2021, the Company issued shares of common stock to Jeff Deforrest.
On July 6, 2021, the Company issued shares to FMW Media Corp, LLC.
Acquisition of Breunich Holdings, Inc.
On July 6, 2021, Altitude International Holdings, Inc. (“Altitude” or the “Company”) entered into a Share Exchange Agreement (the “Agreement”) with Breunich Holdings, Inc., a Delaware entity (“BHI”). 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
shares of its common stock to the shareholders of BHI in exchange for
Following the Agreement, BHI will be a wholly owned subsidiary of the Company, with each of its subsidiaries operating as wholly owned subsidiaries.
At
the Closing of the Share Exchange Agreement on July 23, 2021, Altitude acquired
On July 21, 2021, the Company filed a Certificate of Designation for Series A Preferred Stock. The Company received confirmation of the filing of July 27, 2021.
| 14 |
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The statements contained in the following MD&A and elsewhere throughout this Quarterly Report on Form 10-Q, including any documents incorporated by reference, that are not historical facts, including statements about our beliefs and expectations, are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “intend” and similar words or expressions. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances are forward-looking statements.
These forward-looking statements, which reflect our management’s beliefs, objectives, and expectations as of the date hereof, are based on the best judgement of our management. All forward-looking statements speak only as of the date on which they are made. Such forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors that could cause actual results to differ materially from those anticipated in such statements, including, without limitation, the following: economic, social and political conditions, global economic downturns resulting from extraordinary events such as the COVID-19 pandemic and other securities industry risks; interest rate risks; liquidity risks; credit risk with clients and counterparties; risk of liability for errors in clearing functions; systemic risk; systems failures, delays and capacity constraints; network security risks; competition; reliance on external service providers; new laws and regulations affecting our business; net capital requirements; extensive regulation, regulatory uncertainties and legal matters; failure to maintain relationships with employees, customers, business partners or governmental entities; the inability to achieve synergies or to implement integration plans and other consequences associated with risks and uncertainties detailed in our filings with the SEC, including our most recent filings on Forms 10-K and 10-Q.
We caution that the foregoing list of factors is not exclusive, and new factors may emerge, or changes to the foregoing factors may occur, that could impact our business. We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise, except to the extent required by the federal securities laws.
This discussion should be read in conjunction with our financial statements on our 2020 Form 10-K, and our financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q.
Results of Operations
For the three months ended June 30, 2021, compared to the three months ended June 30, 2020
Revenue
The Company had revenue of $0 for the three months ended June 30, 2021, compared to $593 for the comparable period in 2020. The Company has experienced delays in sales in 2021 and 2020 due to COVID-19.
Operating Expenses
The Company had operating expenses of $188,804 for the three months ended June 30, 2021, compared to $74,881 for the three months ended June 30, 2020. The increase was primarily due to the reduced expenses in 2020 due to COVID-19.
Net Loss
The Company had a net loss of $188,842 for the three months ended June 30, 2021, compared to $74,691 for the three months ended June 30, 2020.
For the six months ended June 30, 2021, compared to the six months ended June 30, 2020
Revenue
The Company had revenue of $0 for the six months ended June 30, 2021, compared to $1,186 for the comparable period in 2020. The Company has experienced delays in sales in 2021 and 2020 due to COVID-19.
Operating Expenses
The Company had operating expenses of $3,211,554 for the six months ended June 30, 2021, compared to $174,150 for the six months ended June 30, 2020. The increase was primarily due to stock-based compensation of $2,978,108 for 2021 compared to $7,334 for the same period in 2020 and the reduction of operations in 2020 due to COVID-19.
Net Loss
The Company had a net loss of $3,174,291 for the six months ended June 30, 2021, compared to $180,719 for the six months ended June 30, 2020.
Liquidity and Capital Resources
As of June 30, 2021, the Company had cash and cash equivalents of $4,122. We do not have sufficient resources to effectuate our business. We expect to incur a minimum of $320,000 in expenses during the next twelve months of operations. We estimate that these expenses will be comprised primarily of general expenses including overhead, legal and accounting fees. These factors raise substantial doubts about the Company’s ability to continue as a going concern.
Operations provided cash of $53,587 for the six months ended June 30, 2021. The positive cash flow from operating activities for the six months ended June 30, 2021, is attributable to the conversion of debt into common stock.
We used cash in investing for financing activities of $0 for the six months ended June 30, 2021.
We had cash used in financing activities for the six months ended June 30, 2021, of $49,950.
We will have to raise funds to pay for our expenses. We may have to borrow money from shareholders or issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds for our operations will have a severe negative impact on our ability to remain a viable company.
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Plan of Operation
The Company produces systems under license from Sporting Edge UK. These systems include the control of simulated altitude as a minimum and often the simultaneous control of temperature and humidity, providing a full environmental capability. Also included in the license are the Training Protocols that Sporting Edge UK has established to ensure that the optimum results are achieved by athletes using the altitude facilities.
The 2021 operational plan consists of:
| 1. | Establishing the different classes associated with the expanded ALTD operations. The divisions to include: |
| ● | Altitude Chamber Technology Division |
| ● | Tennis, Golf, Basketball, and Academic Academies Division |
| ● | Soccer Academy Division |
| ● | Water Manufacturing/Technology Division |
| ● | Cleaning and Sanitation Division |
| ● | Altitude Wellness Division |
| 2. | Adopt a comprehensive branding, marketing, digital and social media strategy for the revenue lines above. |
| 3. | Update back-office administrative plan and adopt a staffing and management hierarchy for the multi-discipline operation. |
On February 17, 2021, Altitude International Holdings, Inc. entered into a Proposal for Services with Orlando Magic Ltd. through which the Company agreed to manufacture, install and commission an altitude chamber at the Orlando Magic Training Facility in Orlando, FL. On February 22, 2022, the Company entered into a Sponsorship Agreement with the Orlando Magic.The revenue will not be recognized until the fourth quarter 2021 when the installation of the Altitude systems is completed.
The Company has access to facilities that have been sold in the US to demonstrate system design and function.
Customer support and installation activities will be carried out by Altitude International staff.
The Company has installed a chamber at Tulane University.
The Company has installed a chamber at the Miami Dolphins facility.
Commercial operations are centered in Florida.
In April 2020, the Company formed a wholly owned subsidiary, Altitude Sports Management Corp.
The Company has been impacted by the COVID-19 pandemic, and some of its earlier plans to further diversify its operations and expand its operating subsidiaries have been paused due to the economic uncertainty.
Off-balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not required.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company’s controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its chief executive and chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to the chief executive and interim chief financial officer to allow timely decisions regarding disclosure.
| 16 |
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are not effective as of such date. The Chief Executive Officer and Chief Financial Officer have determined that the Company continues to have the following deficiencies which represent a material weakness:
| ● | The Company does not have a majority of independent directors; | |
| ● | Lack of in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough understanding of these transactions; | |
| ● | Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting; and | |
| ● | Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes. | |
| ● | To remediate our internal control weaknesses, management intends to implement the following measures: as funding permits, the Company will add sufficient accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements; the Company will hire staff technically proficient at applying U.S. GAAP to financial transactions and reporting; and upon the hiring of additional accounting personnel, the Company will develop and maintain adequate written accounting policies and procedures. |
The additional hiring is contingent upon The Company’s efforts to obtain additional funding through equity or debt and the results of its operations. Management hopes to secure funds in the coming fiscal year but provides no assurances that it will be able to do so.
Limitations on the Effectiveness of Controls
The Company’s officers do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of the control system must reflect that there are resource constraints and that the benefits must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
Changes in Internal Control Over Financial Reporting
During the fiscal quarter covered by this Quarterly Report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such pending or threatened legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.
Item 1A. Risk Factors
As a smaller reporting company, we are not required to include disclosure under this item. We refer readers to our Form 10-K for additional risk factor disclosures.
An occurrence of an uncontrollable event such as the COVID-19 pandemic may negatively affect our operations.
The occurrence of an uncontrollable event such as the COVID-19 pandemic may negatively affect our operations. A pandemic typically results in social distancing, travel bans and quarantine, and this may limit access to our facilities, customers, management, support staff and professional advisors. These factors, in turn, may not only impact our operations, financial condition and demand for our goods and services but our overall ability to react timely to mitigate the impact of this event. Also, it may hamper our efforts to comply with our filing obligations with the Securities and Exchange Commission.
| 17 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On April 1, 2021, the Company issued 12,500 shares of common stock its legal counsel for services rendered to the Company. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.
On May 1, 2021, the Company issued 12,500 shares of common stock its legal counsel for services rendered to the Company. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.
On June 1, 2021, the Company issued 12,500 shares of common stock its legal counsel for services rendered to the Company. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.
On July 6, 2021, the Company issued 50,000 shares of common stock to Jeff Deforrest for services rendered to the Company. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.
On July 6, 2021, the Company issued 300,000 shares to FMW Media Corp, LLC for services rendered to the Company. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.
Pursuant to the Share Exchange Agreement with Breunich Holdings, Inc., on July 23, 2021, the Company issued 295,986,724 shares of its restricted common stock to the shareholders in BHI on a pro rata basis. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.
Effective July 23, 2021, the Company issued fifty-one shares of the Company’s Series A Preferred Stock to Greg Breunich for his services as an officer of the Company. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information
On July 23, 2021, the Company acquired Breunich Holdings, Inc., (“BHI”) a Delaware entity and its several operating LLCs: CMA Soccer, LLC, ITA-USA Enterprise, LLC, Trident Water, LLC, North Miami Beach Academy LLC, NVL Volleyball Academy LLC, Six Log Cleaning & Sanitizing LLC, and Altitude Wellness, LLC. The acquisition of BHI was a material transaction to the Company’s existing operations and the operations of the Company going forward will include the operations of BHI and its subsidiaries. BHI operates in various business divisions through its subsidiaries, mainly within performance training and specialized academic environments.
Item 6. Exhibits
*Filed Herewith.
| 18 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SIGNATURE | TITLE | DATE | ||
| /s/ Greg Breunich | Principal Executive Officer and Principal Financial | August 16, 2021 | ||
| Greg Breunich | and Accounting Officer |
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Exhibit 31.1
OFFICER’S CERTIFICATE
PURSUANT TO SECTION 302
I, Greg Breunich, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Altitude International Holdings, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: August 16, 2021 | |
| /s/ Greg Breunich | |
| Greg Breunich | |
| Chief Executive Officer |
Exhibit 31.2
OFFICER’S CERTIFICATE
PURSUANT TO SECTION 302
I, Greg Breunich, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Altitude International Holdings, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: August 16, 2021 | |
| /s/ Greg Breunich | |
| Greg Breunich | |
| Principal Accounting Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES OXLEY ACT OF 2002
CERTIFICATION
In connection with the Quarterly Report of Altitude International Holdings, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Greg Breunich, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| /s/ Greg Breunich | |
| Greg Breunich | |
| Chief Executive Officer and Director | |
| August 16, 2021 |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES OXLEY ACT OF 2002
CERTIFICATION
In connection with the Quarterly Report of Altitude International Holdings, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Greg Breunich, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| /s/ Greg Breunich | |
| Greg Breunich | |
| Principal Accounting Officer | |
| August 16, 2021 |
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares |
Jun. 30, 2021 |
Feb. 10, 2021 |
Dec. 31, 2020 |
May 18, 2017 |
|---|---|---|---|---|
| Statement of Financial Position [Abstract] | ||||
| Preferred stock, no par value | $ 0 | $ 0 | $ 0 | |
| Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |
| Preferred stock, shares issued | 0 | 0 | ||
| Preferred stock, shares outstanding | 0 | 0 | ||
| Common Stock, No Par Value | $ 0 | $ 0 | $ 0 | |
| Common Stock, Shares Authorized | 600,000,000 | 600,000,000 | 600,000,000 | 100,000,000 |
| Common Stock, Shares, Issued | 58,659,181 | 51,487,764 | ||
| Common Stock, Shares, Outstanding | 58,659,181 | 51,487,764 |
Condensed Consolidated Statement of Operations (Unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
|
| Income Statement [Abstract] | ||||
| Revenue | $ 593 | $ 1,186 | ||
| Operating expenses | ||||
| Direct costs of revenue | ||||
| Professional fees | 89,892 | 13,590 | 107,567 | 45,333 |
| Salary expenses | 36,488 | 31,250 | 65,435 | 62,500 |
| Stock-based compensation | 10,363 | 3,509 | 2,978,108 | 7,334 |
| Other general and administrative expenses | 52,061 | 26,532 | 60,444 | 58,983 |
| Total operating expenses | 188,804 | 74,881 | 3,211,554 | 174,150 |
| Loss from operations | (188,804) | (74,288) | (3,211,554) | (172,964) |
| Other income (expenses) | ||||
| Gain on settlement of debt | 0 | 41,254 | ||
| Interest expense | (38) | (403) | (3,991) | (7,755) |
| Total other income (expenses) | (38) | (403) | 37,263 | (7,755) |
| Net loss | $ (188,842) | $ (74,691) | $ (3,174,291) | $ (180,719) |
| Earnings per share - basic and fully diluted | $ (0.00) | $ (0.00) | $ (0.06) | $ (0.00) |
| Weighted average number of shares of common stock - basic and fully diluted | 58,646,269 | 42,947,254 | 56,940,822 | 39,530,169 |
NATURE OF OPERATIONS |
6 Months Ended | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2021 | ||||||||||||||||||||||
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||||||||||||
| NATURE OF OPERATIONS | NOTE 1 – NATURE OF OPERATIONS
Company Background
Altitude International Holdings, Inc. (f/k/a Altitude International, Inc., the “Company,” “we,” “us,” “our,” or “Altitude-NY”), was incorporated in the State of New York on July 13, 1994, as “Titan Computer Services, Inc.”
On June 27, 2017, the Company successfully closed a Share Exchange transaction (the “Share Exchange”) with the shareholders of Altitude International, Inc. (“Altitude”), a Wisconsin corporation. Altitude was incorporated on May 18, 2017, under the laws of the state of Wisconsin and has been operating as a wholly owned subsidiary of Altitude-NY since the Share Exchange. Altitude operates through Northern, Central, and South America sales to execute the current business plan of athletic training industry, specifically altitude training. Our objective is to be recognized as one of the upper tier specialty altitude training equipment providers in the Americas.
On February 13, 2018, the majority of the shareholders of the Company approved the amendment to the Articles of Incorporation to change the Company’s name from “Titan Computer Services, Inc.” to “Altitude International, Inc.” The purpose of the name change was to help further our brand identity and will reflect the major focus of our business operations, the manufacturing and distribution of products in the athletic training industry, specifically altitude training.
On February 14, 2020, the majority of shareholders of the Company and the Board of Directors authorized a change in the Company’s name to “Altitude International Holdings, Inc.” to reflect more diversified operations going forward. The Articles of Amendment finalizing this name change have not yet been filed by the Company.
On April 24, 2020, the Company formed a wholly owned subsidiary in Wisconsin called “Altitude Sports Management Corp.,” an entity that will providing fully integrated wealth, health, and career management services to its clients.
On August 21, 2020, the Company filed with the State of New York to change the name from Altitude International, Inc. to Altitude International Holdings, Inc.
Further, on January 17, 2021, Altitude International Holdings, Inc. (the “Company” or “Altitude”) entered into a Letter of Intent (the “LOI”) with Breunich Holdings, Inc., a privately held Delaware corporation (“BHI”). The LOI sets forth the headline terms of a proposed Share Exchange of Altitude with BHI through which % of the BHI shares will be exchanged for up to 80% of then-issued and outstanding shares of Altitude. Greg Breunich, the Company’s chief executive officer, chief financial officer and chairman, controls BHI.
Upon the terms and subject to the conditions set forth in the LOI, following the Share Exchange, (i) BHI and its subsidiaries will be wholly-owned subsidiaries of Altitude; (ii) BHI shareholders would own approximately % of the common shares of Altitude, and Altitude shareholders would own approximately % of the common shares of Altitude, with such percentages calculated on a fully diluted basis; and (iii) BHI has the right to appoint a majority of the directors of Altitude following the Share Exchange.
The completion of the Share Exchange would be subject to the satisfaction of specific conditions set forth in the LOI, including the completion of an audit of BHI and its subsidiaries and the parties first negotiating and executing a definitive Share Exchange agreement (the “Share Exchange Agreement”).
On February 10, 2021, the Company filed with the State of New York to increase the authorized shares of common stock of the Company to shares.
On May 28, 2021, the Company’s Board of Directors, as allowed in the Company’s Bylaws, approved an increase to the maximum number of individuals on the Board of Directors to thirteen.
On July 6, 2021, Altitude International Holdings, Inc. (“Altitude” or the “Company”) entered into a Share Exchange Agreement (the “Agreement”) with Breunich Holdings, Inc., a Delaware entity (“BHI”). BHI is a holding company with seven operating LLCs, including CMA Soccer, LLC, ITA-USA Enterprise LLC, Trident Water LLC, North Miami Beach Academy LLC, NVL Volleyball Academy LLC, Six Log Cleaning and Sanitizing LLC, and Altitude Wellness LLC.
Pursuant to the terms of the Agreement, the Company agreed to issue shares of its common stock to the shareholders of BHI in exchange for 100% ownership of BHI. The Company also agreed to issue shares of its Series A preferred stock to Greg Breunich for his services as an officer of BHI.
Following the Agreement, BHI will be a wholly owned subsidiary of the Company, with each of its subsidiaries operating as wholly owned subsidiaries.
At the Closing of the Share Exchange Agreement on July 23, 2021, Altitude acquired 100% ownership of BHI. as a wholly owned subsidiary and its operating companies: CMA Soccer, LLC, ITA-USA Enterprise LLC, Trident Water LLC, North Miami Beach Academy LLC, NVL Volleyball Academy LLC, Six Log Cleaning and Sanitizing LLC, and Altitude Wellness LLC. The subsidiaries will be renamed to reflect the new corporate structure and the Altitude brand.
On July 21, 2021, the Company filed a Certificate of Designation for Series A Preferred Stock. The Company received confirmation of the filing from the New York Secretary of State on July 27, 2021.
Nature of Operations
The product designs to be licensed from Sporting Edge UK, Ltd (“Sporting Edge UK”) are proven and cover a wide range of room sizes. The only requirement is to change from metric to imperial sizes where necessary.
There are three unique elements to the Altitude product:
Altitude is transitioning to a more multi-discipline enterprise, blending performance-based education, sports, science, and technology. The targeted consumer segments include, but are not limited to, juniors, adults, and professionals. ALTD’s multi-discipline approach consists of wholly owned stand-alone academies, wellness, and manufacturing/assembly facilities.
Altitude International Holdings, Inc.
Altitude International Holdings, Inc. (“Altitude”) was incorporated on May 18, 2017, under the laws of the state of Wisconsin with authorized common stock with $ par value. On May 18, 2017, shares of common stock at $ (par) were issued as founder shares, valued at a total of $6,102 to 15 individuals. These shares were issued for future potential services from these various individuals and as of the date of this issuance, no value was placed on these future potential services and were therefore recorded at par value as stock-based compensation to the founders.
On June 27, 2017, after the closing of certain Stock Purchase Agreements, in private sale transaction and the Share Exchange Agreement, a change of control of the Company occurred and the new operational focus of the Company commenced. See Notes 6 and 8.
Altitude will operate through Northern, Central, and South America 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.
Changes in Management and the Board of Directors
On January 25, 2019, Robert Kanuth was appointed as the Company’s new CEO and David Vincent resigned as CEO and was appointed as the Company’s Chief Technology Officer.
On June 27, 2019, Greg Anthony and Peter Sandore were elected to serve on the Board of Directors.
On August 20, 2019, Dave Vincent resigned as a director and CTO of the Company.
On September 19, 2019, Greg Anthony was appointed as President of the Company.
On July 6, 2020, Greg Whyte resigned as a director of the Company.
On July 6, 2020, Greg Whyte resigned as a director of the Company.
On July 28, 2020, Peter Sandore resigned as director of the Company.
On December 20, 2020, Greg Whyte, David Vincent, and Greg Breunich were appointed as directors of the Company to fill the vacancies left upon the resignation of its former directors.
On January 6, 2021, Robert Kanuth, Chief Executive Officer, Chief Financial Officer, and a member of the Board of Directors resigned as Chief Executive Officer and Chief Financial Officer of the Company. He also resigned as Chairman of the Board of Directors but remains a member of the Board of Directors of the Company.
On January 6, 2021, Greg Breunich was appointed Chief Executive Officer, Chief Financial Officer, and Chairman of the Board of Directors of the Company.
On February 2, 2021, Greg Anthony was appointed Chief Communications Officer and Company Spokesperson of the Company.
On March 19, 2021, Joseph B. Frost resigned as a director and officer of the Company.
On March 24, 2021, Gabe Jaramillo was appointed as Executive Vice President and Director of Tennis Training. On March 26, 2021, Mr. Jaramillo was appointed to the Board of Directors of the Company.
On July 23, 2021, Scott Del Mastro was appointed to the Board of Directors of the Company.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
6 Months Ended |
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Jun. 30, 2021 | |
| Accounting Policies [Abstract] | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America and has a year-end of December 31.
Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations, and cash flows of the Company for the respective periods being presented.
The unaudited condensed consolidated financial statements of the Company for the six month periods ended June 30, 2021, and 2020 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2020, was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2020, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2021. These financial statements should be read in conjunction with that report.
Going Concern and Liquidity
We have incurred recurring losses since inception and expect to continue to incur losses as a result of legal and professional fees and our corporate general and administrative expenses. At June 30, 2021, we had $4,122 in cash. Our net losses incurred for the six months ended June 30, 2021, were $3,174,291 and working capital deficit was $388,054 at June 30, 2021. As a result, there is substantial doubt about our ability to continue as a going concern. In the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition and long-term prospects. The Company expects to seek to obtain additional funding through increased revenues and future financings. There can be no assurance as to the availability or terms upon which such financing and capital might be available. The accompany financial statements have been prepared assuming that the Company will continues as a going concern.
Recent Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options, which simplifies accounting for convertible instruments. The new guidance eliminates two of the three models in ASC 470-20 that require separating embedded conversion features from convertible instruments. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation. The guidance is effective for fiscal years beginning after December 15, 2023. The Company is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements.
Recently Issued Accounting Standards: Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
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NOTES PAYABLE |
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| Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| NOTES PAYABLE | NOTE 3 – NOTES PAYABLE
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 July 30, 2018, Frost, then a director, loaned the Company $10,000 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 May 5, 2020, the Company received $20,800 in the form of a loan through the CARES Act Paycheck Protection Program. The balance at June 30, 2021 was $20,800.
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COMMITMENTS AND CONTINGENCIES |
6 Months Ended | |||||||||
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Jun. 30, 2021 | ||||||||||
| Commitments and Contingencies Disclosure [Abstract] | ||||||||||
| COMMITMENTS AND CONTINGENCIES | NOTE 4 – 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 May 6, 2021, the Company did not have any legal actions pending against it.
On June 27, 2017, Altitude entered a license agreement with Sporting Edge UK (see Note 1), Sporting Edge UK is the sole and exclusive owner of and has the right to license to licensee the ability to manufacture and sell rights to the full range of membrane-based systems for the production of reduced oxygen environments and associated services as well as the use of patents and trademarks held by Sporting Edge UK or Vincent.
On January 24, 2019, Altitude and Sporting Edge UK entered into a Revised Licensing Agreement that grants a license to Altitude to use Sporting Edge UK’s proprietary technology related to properly engineered, membrane-based designs for simulated altitude training equipment. The annual license fee under the revised agreement is $1.00 per year. The product line ranges from personal at home use machines to fully integrated environmental rooms and chambers. Altitude has the licensing rights to use all technology to manufacture the products and to sell them (directly or through distributors) in the following territories:
All amounts due under the 2017 license agreement were waived, as were all royalty fees.
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RELATED PARTY TRANSACTIONS |
6 Months Ended |
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Jun. 30, 2021 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY TRANSACTIONS
On April 30, 2021, the Company paid Robert Kanuth $20,000 as a settlement for all liabilities owed to him which totaled $20,395. See Note 3.
As of June 30, 2021, Breunich Holding Inc., which is controlled by Greg Breunich, the chief executive officer, chief financial officer and chairman of the Company, is owed $193,328. The payable is non-interest bearing.
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STOCKHOLDERS’ EQUITY |
6 Months Ended |
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Jun. 30, 2021 | |
| Equity [Abstract] | |
| STOCKHOLDERS’ EQUITY | NOTE 6 – STOCKHOLDERS’ EQUITY
Preferred Stock
On February 5, 2015, the Board of Directors of the Company authorized 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.
As of June 30, 2021, and December 31, 2020, the Company has preferred stock issued and outstanding.
Common Stock
Altitude was incorporated on May 18, 2017, under the laws of the state of Wisconsin with authorized common stock with $ 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 amended Articles of Incorporation with the State of New York to amend its authorized shares of common stock by an additional whereas the total authorized is a total of 605,000,000 shares of capital stock consisting of (i) shares of common stock, no par value, and (ii) shares of preferred stock, no par value.
On January 1, 2021, the Company was contractually obligated to issue its legal counsel shares of common stock for legal work for January 2021. The common stock of the Company is thinly traded and had a value of $ per share, therefore the Company recorded the transaction at $1,288.
On February 1, 2021, the Company was contractually obligated to issue its legal counsel shares of common stock for legal work for February 2021. The common stock of the Company is thinly traded and had a value of $ 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, ; Robin K. Walker, ; Greg Whyte,; and Greg Anthony, .
On February 8, 2021, Frost exercised options at $ per share for $19,250.
On March 1, 2021, the Company was contractually obligated to issue its legal counsel shares of common stock for legal work for March 2021. The common stock of the Company is and had a value of $ per share, therefore the Company recorded the transaction at $8,850.
On April 1, 2021, the Company was contractually obligated to issue its legal counsel shares of common stock for legal work for April 2021. The common stock of the Company is and had a value of $ per share, therefore the Company recorded the transaction at $5,100.
On May 1, 2021, the Company was contractually obligated to issue its legal counsel shares of common stock for legal work for May 2021. The common stock of the Company is and had a value of $ per share, therefore the Company recorded the transaction at $2,750.
On June 1, 2021, the Company was contractually obligated to issue its legal counsel shares of common stock for legal work for June 2021. The common stock of the Company is and had a value of $ per share, therefore the Company recorded the transaction at $2,512.
As of June 30, 2021, and December 31, 2020, the Company has and shares of no par common stock issued, issuable, and outstanding.
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 options to Vincent. The exercise price is $. The Black-Scholes calculation valued the options at $, or $ per share. As of June 30, 2021, $ was amortized. These options expired three months following Vincent’s resignation because they were not exercised prior to that time.
On January 25, 2019, the Company issued options to Frost. The exercise price is $. The Black-Scholes calculation valued the options at $, or $ per share. On February 8, 2021, Frost exercised the options at $ per share for $19,250.
There are currently no stock options currently issued and outstanding under the 2017 Plan, as all remaining stock options issued and outstanding were exercised on February 8, 2021.
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SUBSEQUENT EVENTS |
6 Months Ended |
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Jun. 30, 2021 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 7 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission. The Company has determined that there are no other such events that warrant disclosure or recognition in the financial statements, except as stated herein.
The outbreak of the coronavirus (COVID-19) resulted in increased travel restrictions, and shutdown of businesses, which may cause slower recovery of the economy. We may experience impact from quarantines, market downturns and changes in customer behavior related to pandemic fears and impact on our workforce if the virus continues to spread. In addition, one or more of our customers, partners, service providers or suppliers may experience financial distress, delayed or defaults on payment, file for bankruptcy protection, sharp diminishing of business, or suffer disruptions in their business due to the outbreak. The extent to which the coronavirus impacts our results will depend on future developments and reactions throughout the world, which are highly uncertain and will include emerging information concerning the severity of the coronavirus and the actions taken by governments and private businesses to attempt to contain the coronavirus. It is likely to result in a potential material adverse impact on our business, results of operations and financial condition. Wider-spread COVID-19 globally could prolong the deterioration in economic conditions and could cause decreases in or delays in advertising spending and reduce and/or negatively impact our short-term ability to grow our revenues. Any decreased collectability of accounts receivable, bankruptcy of small and medium businesses, or early termination of agreements due to deterioration in economic conditions could negatively impact our results of operations.
On July 6, 2021, the Company issued shares of common stock to Jeff Deforrest.
On July 6, 2021, the Company issued shares to FMW Media Corp, LLC.
Acquisition of Breunich Holdings, Inc.
On July 6, 2021, Altitude International Holdings, Inc. (“Altitude” or the “Company”) entered into a Share Exchange Agreement (the “Agreement”) with Breunich Holdings, Inc., a Delaware entity (“BHI”). 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 shares of its common stock to the shareholders of BHI in exchange for 100% ownership of BHI (the “Share Compensation”). The Company also agreed to issue shares of its Series A preferred stock to Greg Breunich for his services as an officer of BHI.
Following the Agreement, BHI will be a wholly owned subsidiary of the Company, with each of its subsidiaries operating as wholly owned subsidiaries.
At the Closing of the Share Exchange Agreement on July 23, 2021, Altitude acquired 100% ownership of BHI. as a wholly owned subsidiary and its six operating companies: CMA Soccer, LLC, ITA-USA Enterprise LLC, Trident Water LLC, North Miami Beach Academy LLC, NVL Volleyball Academy LLC, Six Log Cleaning and Sanitizing LLC, and Altitude Wellness LLC. The subsidiaries will be renamed to reflect the new corporate structure and the Altitude brand.
On July 21, 2021, the Company filed a Certificate of Designation for Series A Preferred Stock. The Company received confirmation of the filing of July 27, 2021. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
6 Months Ended |
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Jun. 30, 2021 | |
| Accounting Policies [Abstract] | |
| Basis of presentation | Basis of presentation
The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America and has a year-end of December 31.
Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations, and cash flows of the Company for the respective periods being presented.
The unaudited condensed consolidated financial statements of the Company for the six month periods ended June 30, 2021, and 2020 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2020, was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2020, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2021. These financial statements should be read in conjunction with that report.
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| Going Concern and Liquidity | Going Concern and Liquidity
We have incurred recurring losses since inception and expect to continue to incur losses as a result of legal and professional fees and our corporate general and administrative expenses. At June 30, 2021, we had $4,122 in cash. Our net losses incurred for the six months ended June 30, 2021, were $3,174,291 and working capital deficit was $388,054 at June 30, 2021. As a result, there is substantial doubt about our ability to continue as a going concern. In the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition and long-term prospects. The Company expects to seek to obtain additional funding through increased revenues and future financings. There can be no assurance as to the availability or terms upon which such financing and capital might be available. The accompany financial statements have been prepared assuming that the Company will continues as a going concern.
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| Recent Accounting Pronouncements | Recent Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options, which simplifies accounting for convertible instruments. The new guidance eliminates two of the three models in ASC 470-20 that require separating embedded conversion features from convertible instruments. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation. The guidance is effective for fiscal years beginning after December 15, 2023. The Company is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements.
Recently Issued Accounting Standards: Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
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NOTES PAYABLE (Tables) |
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| Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SCHEDULE OF NOTES PAYABLE |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) |
3 Months Ended | 6 Months Ended | ||||
|---|---|---|---|---|---|---|
Jun. 30, 2021 |
Mar. 31, 2021 |
Jun. 30, 2020 |
Mar. 31, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
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| Accounting Policies [Abstract] | ||||||
| Cash | $ 4,122 | $ 4,122 | ||||
| Net loss | 188,842 | $ 2,985,449 | $ 74,691 | $ 106,028 | 3,174,291 | $ 180,719 |
| Working capital | $ (388,054) | $ (388,054) | ||||
COMMITMENTS AND CONTINGENCIES (Details Narrative) |
Jan. 24, 2019 |
|---|---|
| Revised Licensing Agreement [Member] | |
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
| Annual license fee, description | The annual license fee under the revised agreement is $1.00 per year |
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) |
Jun. 30, 2021 |
Apr. 30, 2021 |
|---|---|---|
| Robert Kanuth [Member] | ||
| Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||
| Due to directors | $ 20,000 | |
| Accrued expenses | $ 20,395 | |
| Greg Breunich [Member] | ||
| Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||
| Due to related party | $ 193,328 |
SUBSEQUENT EVENTS (Details Narrative) - shares |
Jul. 06, 2021 |
Jun. 02, 2021 |
May 02, 2021 |
Apr. 02, 2021 |
Mar. 02, 2021 |
Feb. 02, 2021 |
Jan. 02, 2021 |
Jul. 23, 2021 |
|---|---|---|---|---|---|---|---|---|
| Subsequent Event [Line Items] | ||||||||
| Number of common stock shares issued | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | ||
| Subsequent Event [Member] | BHI [Member] | ||||||||
| Subsequent Event [Line Items] | ||||||||
| Ownership percentage | 100.00% | 100.00% | ||||||
| Subsequent Event [Member] | Jeff Deforrest [Member] | ||||||||
| Subsequent Event [Line Items] | ||||||||
| Number of common stock shares issued | 50,000 | |||||||
| Subsequent Event [Member] | F M W Media Corp L L C [Member] | ||||||||
| Subsequent Event [Line Items] | ||||||||
| Number of common stock shares issued | 300,000 | |||||||
| Subsequent Event [Member] | Shareholders [Member] | ||||||||
| Subsequent Event [Line Items] | ||||||||
| Number of common stock shares issued | 295,986,724 | |||||||
| Subsequent Event [Member] | Greg Breunich [Member] | Series A Preferred Stock [Member] | ||||||||
| Subsequent Event [Line Items] | ||||||||
| Number of shares issued for services | 51 |
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