Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 20, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ALTITUDE INTERNATIONAL, INC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 22,866,159 | |
Amendment Flag | false | |
Entity Central Index Key | 1,664,127 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheet - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash | $ 15,032 | $ 24,867 |
Prepaid expense | 4,167 | 4,167 |
Total current assets | 19,199 | 29,034 |
Fixed assets, net | 6,971 | 8,713 |
Intangible assets, net | 11,671 | 11,977 |
Total assets | 37,841 | 49,724 |
Current liabilities | ||
Notes payable - related party | 100,000 | 0 |
Accounts payable | 6,260 | 0 |
Accounts payable - related party | 4,167 | 4,167 |
Accrued expenses - related party | 242,629 | 189,198 |
Accrued interest | 29,443 | 0 |
Shareholder's advance | 26,764 | 26,764 |
Total current liabilities | 409,263 | 220,129 |
Total liabilities | 409,263 | 220,129 |
Commitments and contingencies - Note 6 | ||
Stockholders' deficit | ||
Preferred stock - no par value, 5,000,000 shares authorized, no shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 0 | 0 |
Common stock - no par value, 70,000,000 shares authorized, 22,841,159 and 21,728,659 shares issued, issuable, and outstanding at June 30, 2018 and December 31, 2017, respectively | 1,726,519 | 269,769 |
Additional paid in capital | (149,769) | (149,769) |
Accumulated deficit | (1,948,172) | (290,405) |
Total stockholders' deficit | (371,422) | (170,405) |
Total liabilities and stockholders' deficit | $ 37,841 | $ 49,724 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheet (Parentheticals) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Preferred stock, par value (in Dollars per share) | $ 0 | $ 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value (in Dollars per share) | $ 0 | $ 0 |
Common stock, shares authorized | 70,000,000 | 70,000,000 |
Common stock, shares issued | 22,841,159 | 21,728,659 |
Common stock, shares outstanding | 22,841,159 | 21,728,659 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2018 | |
Revenue | $ 0 | $ 0 | $ 0 |
Operating expenses | |||
Professional fees | 0 | 28,775 | 41,675 |
Corporate expenses | 0 | 220 | 13,779 |
Salary expenses | 0 | 31,250 | 62,500 |
Stock-based compensation | 0 | 8,625 | 1,456,750 |
Other general and administrative expenses | 13,789 | 13,872 | 53,620 |
Total operating expenses | 13,789 | 82,742 | 1,628,324 |
Loss from operations | (13,789) | (82,742) | (1,628,324) |
Other income (expenses) | |||
Interest expense | 0 | (13,417) | (29,443) |
Total other income (expenses) | 0 | (13,417) | (29,443) |
Net loss | $ (13,789) | $ (96,159) | $ (1,657,767) |
Earnings per share - basic and fully diluted (in Dollars per share) | $ 0 | $ 0 | $ (0.07) |
Weighted average number of shares of common stock - basic and fully diluted (in Shares) | 29,559,692 | 22,828,247 | 22,798,341 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 1 Months Ended | 6 Months Ended |
Jun. 30, 2017 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (13,789) | $ (1,657,767) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Depreciation expense | 0 | 1,742 |
Amortization expense | 0 | 306 |
Stock-based compensation | 0 | 1,456,750 |
Change in assets and liabilities: | ||
Prepaid expense | (1,667) | 0 |
Accounts payable | 0 | 6,260 |
Accounts payable - related party | 1,667 | 0 |
Accrued expenses - related party | 5,000 | 53,431 |
Accrued interest | 0 | 29,443 |
Net cash used in operating activities | (8,789) | (109,835) |
Cash flows from financing activities: | ||
Issuance of common stock, net of transaction cost $12,500 | 87,500 | 0 |
Proceeds from related parties | 0 | 100,000 |
Shareholder's Advance | 8,789 | 0 |
Net cash provided by financing activities | 96,289 | 100,000 |
Net decrease in cash | 87,500 | (9,835) |
Cash at beginning of period | 0 | 24,867 |
Cash at end of period | 87,500 | 15,032 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for taxes | 0 | 0 |
Office Equipment [Member] | ||
Non-cash investing and financing activities: | ||
Acquisition by a shareholder | 10,455 | 0 |
Trademarks [Member] | ||
Non-cash investing and financing activities: | ||
Acquisition by a shareholder | $ 7,520 | $ 0 |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Cash Flows (Unaudited) (Parentheticals) - USD ($) | Jun. 27, 2017 | Jun. 30, 2017 |
Issuance of common stock, transaction cost | $ 12,500 | $ 12,500 |
NOTE 1 - NATURE OF OPERATIONS
NOTE 1 - NATURE OF OPERATIONS | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Business Description and Basis of Presentation [Text Block] | NOTE 1 – NATURE OF OPERATIONS Company Background Altitude International, Inc. (the “Company,” “we,” “us,” “our,” or “Altitude - NY”), was incorporated in the State of New York on July 13, 1994. On June 27, 2017, the Company successfully closed a Share Exchange transaction (“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. Altitude will operate through Northern, Central, and South America sales by way of its sole distribution agreement with Woodway Inc. 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. Effective February 13, 2018, majority of the shareholders of the Company approved the following changes to the Company’s Articles of Incorporation: Amend the Bylaws to Permit a Simple Majority Vote and Allow for the Appointment of up to Seven Article II Section 10 of the Company’s Bylaws stated, “Any action required or permitted to be taken by the Shareholders thereof may be taken without a meeting if all Shareholders entitled to vote thereon consent in writing to the adoption of a resolution authorizing the action except as otherwise permitted by the Certificate of Incorporation.” The Bylaws were amended to allow for a simple majority vote as permitted by §615 of the New York Business Corporation Law. The amended section shall read, “Any action required or permitted to be taken by the Shareholders thereof may be taken without a meeting if a majority of the Shareholders entitled to vote thereon consent in writing to the adoption of a resolution authorizing the action.” Article III Section 2 of the Company’s Bylaws provided that the number of Directors constituting the entire Board “shall not be less than one nor more than three, as may be fixed by resolution of the Board of Director.” The Bylaws were amended to allow for additional directors as proposed herein (up to four) and to allow for additional directors as the Company grows (up to seven). The amended section shall include the number “seven” instead of “three” as the maximum number of directors. Name Change from “Titan Computer Services, Inc.” to “Altitude International, Inc.” 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 will 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. The filing of the name change with the state of New York was completed and effected as of June 4, 2018. The name change and symbol change was processed by FINRA on August 7, 2018 and the Company is now quoted under the symbol “ALTD.” 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 has leased space in the Woodway facility in Waukesha, Wisconsin to undertake the manufacture of systems. The work will primarily consist of the assembly of components into the unique licensed designs. Initial recruitment of technically-capable persons will be necessary, followed by short training blocks to pass on the required skills. At least one person is likely to visit the UK to see systems in operation and obtain hands-on experience of the manufacturing requirement. Woodway is an engineering-based company and provides the perfect environment to establish an operation which is in many ways similar to their own. In addition, many aspects of infrastructure – goods handling, welfare facilities, etc. – can be accessed immediately without expense to Altitude. Recapitalization of Altitude On June 27, 2017, the Company entered into a share exchange transaction with Altitude which resulted in a change of control of the Company. Pursuant to the terms of the Share Exchange, the Company agreed to issue 6,102,000 shares of its common stock to all the individual shareholders of Altitude on a pro rata basis (one to one share exchange). In exchange for this stock issuance, the Company received 100% of the outstanding shares of Altitude. Following this Share Exchange, Altitude became a wholly-owned subsidiary of Titan. There was a cancellation of 14,700,000 shares of common stock of the Company that was held by the Company’s former majority stockholder as part of the share exchange agreement, which all had a net effect of a decrease of 8,598,000 shares in the Company’s outstanding shares. The business, assets and liabilities of the Company changed as a result of this reverse acquisition to Altitude’s business plan. This share exchange transaction resulted in those shareholders obtaining a majority voting interest in –the Company and control of the Board of Directors of the Company. Generally accepted accounting principles require that the Company whose shareholders retain the majority interest and control in a combined business be treated as the acquirer for accounting purposes, resulting in a reverse acquisition with Altitude as the accounting acquirer and the Company as the acquired party. Accordingly, the share exchange transaction has been accounted for as a recapitalization of Altitude, whereby is deemed to be the continuing, surviving entity for accounting purposes but through reorganization, has deemed to have adopted the capital structure of Altitude - NY. The equity section of the accompanying condensed consolidated financial statements has been restated to reflect the recapitalization of the Company due to the reverse acquisition. Accordingly, all references to common shares of Altitude’s common stock have been restated to reflect the equivalent number of the Company’s common shares. In other words, the 6,102,000 Altitude shares outstanding at the time of the share exchange are restated to 21,228,659 common shares (prior to the 500,000 common share capital raise mentioned below that was conducted after the share exchange agreement), as of June 27, 2017. Each share of Altitude is accordingly restated at a multiple of approximately 3.48 shares of the Company for the weighted average shares outstanding for the loss per share calculations in the accompanying condensed consolidated statement of operations. The book value of the net assets that for accounting purposes, were deemed to have been acquired by Altitude from the Company, as of the date of acquisition (June 27, 2017) were $0, after the waiver of all debts from officers and third parties. A condition to the closing of the Share Exchange Agreement was raising $100,000 in the Company. On June 27, 2017, the Company issued 500,000 shares of its common stock to an accredited investor pursuant to a Subscription Agreement for $100,000, or $0.20 per share which was kept at escrow account. During the recapitalization, the Company incurred legal fees of $12,500 which was paid through the attorney’s escrow account and recorded as transaction costs which were netted against the $100,000 proceeds. Altitude International, Inc. Altitude International, Inc. (“Altitude”) was incorporated on May 18, 2017 under the laws of the state of Wisconsin with 100,000,000 authorized common stock with $0.001 par value. On May 18, 2017, 6,102,000 shares of common stock at $0.001 (par) were issued as founder shares, valued at a total of $6,102 to 15 individuals, including Mr. Dave Vincent (“Vincent”) who is the majority equity interest shareholder and the director of the Company. 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, see recapitalization of Altitude mentioned above. Vincent was the majority shareholder of the Company, owning 51.3 % of the issued and outstanding common shares of –the Company. See Notes 6 and 8. Altitude will operate through Northern, Central, and South America sales by way of its sole distribution agreement with Woodway Inc. 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 June 27, 2017, pursuant to the Closing of the Share Exchange Agreement, Vincent was appointed as the Company’s new CEO and Abraham Rosenblum resigned as CEO. Additionally, Vincent and Mr. Robert Kanuth were appointed as directors of the Company and Mr. Robert Klein resigned. On October 20, 2017, Greg Whyte was appointed to fill the vacancy as a director of the Company. On January 8, 2018, Frost was appointed to serve as the Chief Operating Officer and on February 13, 2018 Lesley Visser and Frost were elected to serve on the Board of Directors. |
NOTE 2 - SUMMARY OF SIGNIFICANT
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America and has a year-end of December 31. The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 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. 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, 2018, we had $15,032 in cash. Our net losses incurred for the six months ended June 30, 2018 were $1,657,767 and working capital deficit was $390,064 at June 30, 2018. 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. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Altitude. All significant intercompany balances and transactions have been eliminated in the consolidation. The consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles (“GAAP”) and stated in United States dollars, have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant Estimates, Risks and Concentrations These accompanying financial statements include some amounts that are based on management’s best estimates and judgments. The most significant estimates relate to the valuation of the software rights and redeemable common stock liability. It is reasonably possible that the above-mentioned estimate and others may be adjusted as more current information becomes available, and any adjustment could be significant in future reporting periods. The Company is dependent on its ability to handle rapidly substantial quantities of data and transactions on computer-based networks and the capacity, reliability and security of the electronic delivery systems and the Internet. Any significant failure or interruption of these systems could cause our systems to operate slowly or interrupt service for periods of time and could have a material adverse effect on our business and results of our operations. The Company may experience shortage of capacity and increased costs associated with such usage. These events may affect our ability to store, handle and deliver data and services to our customers. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Property, Plant and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Expenditures that extend the life, increase the capacity, or improve the efficiency of property and equipment are capitalized, while expenditures for repairs and maintenance are expensed as incurred. Depreciation is recognized using the straight-line method over the following approximate useful lives: Machinery and equipment 3-5 Years Intangible Assets Costs incurred to file patent applications and acquired intangibles are capitalized when the Company believes that there is a high likelihood that the patent will be issued and there will be future economic benefit associated with the patent. These costs will be amortized on a straight-line basis over a 20 years life from the date of patent filing. All costs associated with abandoned patent applications are expensed. In addition, the Company will review the carrying value of patents for indicators of impairment on a periodic basis and if it determines that the carrying value is impaired, it values the patent at fair value. As of June 30, 2018, carrying value of patent was $11,671. In accordance with the provisions of the applicable authoritative guidance, the Company’s long-lived assets and amortizable intangible assets are tested for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. The Company assesses the recoverability of such assets by determining whether their carrying value can be recovered through undiscounted future operating cash flows, including its estimates of revenue driven by assumed market segment share and estimated costs. If impairment is indicated, the Company measures the amount of such impairment by comparing the fair value to the carrying value. The amortization of the trademark was not significant for the period ended June 30, 2018. Impairment of Long-Lived Assets The Company’s long-lived assets and other assets (consisting of property and equipment) are reviewed for impairment in accordance with the guidance of the FASB ASC Topic 360-10, Property, Plant, and Equipment, and FASB ASC Topic 205, Presentation of Financial Statements. Long lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. For the six months ended June 30, 2018, the Company had not experienced impairment losses on its long-lived assets. Revenue Recognition The Company recognizes revenue in accordance with ASC 605 Revenue Recognition (“ASC 605”). Revenue is recognized when all of the following four criteria are met: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred or services rendered, (3) the fee is fixed and determinable, and (4) collectability is reasonably assured. Determining whether and when some of these criteria have been satisfied often involves assumptions and judgments that can have a significant impact on the timing and amount of revenue we report. Advertising Costs Advertising costs are expensed as incurred. Advertising costs for the six months ended June 30, 2018 was $0. Stock-Based Compensation The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition provisions ASC Topic 505-50. The Company estimates the fair value of stock options at the grant date by using the Black-Scholes option-pricing model. Fair Value of Financial Instruments The book values of cash, prepaid expenses, and accounts payable approximate their respective fair values due to the short-term nature of these instruments. The fair value hierarchy under GAAP distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels ● Level one — Quoted market prices in active markets for identical assets or liabilities; ● Level two — Inputs other than level one inputs that are either directly or indirectly observable; and ● Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use. Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter. Earnings (Loss) Per Share Basic earnings (loss) per share are computed by dividing the net income by the weighted-average number of shares of common stock and common stock equivalents (primarily outstanding options and warrants). Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method. The calculation of fully diluted earnings per share assumes the dilutive effect of the exercise of outstanding options and warrants at either the beginning of the respective period presented or the date of issuance, whichever is later. Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry-forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of December 31, 2017. Interest and penalties in any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the six months ended June 30, 2018. On December 22, 2017, the United States Government passed new tax legislation that, among other provisions, will lower the corporate tax rate from 35% to 21%. In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income we may have, the legislation affects the way we can use and carry forward net operating losses previously accumulated and results in a revaluation of deferred tax assets recorded on our balance sheet. Given that the deferred tax assets are offset by a full valuation allowance, these changes will have no net impact on the Company’s financial position and net loss. However, if and when we become profitable, we will receive a reduced benefit from such deferred tax assets. Had this legislation been effective prior to our December 31, 2017, fiscal year-end, the effect of the legislation would have been a reduction in deferred tax assets and the corresponding valuation allowance. Contingencies Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. Effect of Recent Accounting Pronouncements Going Concern ASU 2014-15 – “Presentation of Financial Statements—Going Concern—Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).” In August 2014, FASB issued guidance that requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The updated accounting guidance was effective for the Company on June 30, 2018. We have implemented this new accounting standard and we will update our liquidity disclosures as necessary. Recent Accounting Pronouncements 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. Financial Instruments In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 will be effective for the Company beginning in its first quarter of 2019. The Company does not believe the adoption of ASU 2016-01 will have a material impact on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which modifies the measurement of expected credit losses of certain financial instruments. ASU 2016-13 will be effective for the Company beginning in its first quarter of 2021 and early adoption is permitted. The Company does not believe the adoption of ASU 2016-13 will have a material impact on its consolidated financial statements. Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which modified lease accounting for both lessees and lessors to increase transparency and comparability by recognizing lease assets and lease liabilities by lessees for those leases classified as operating leases under previous accounting standards and disclosing key information about leasing arrangements. ASU 2016-02 will be effective for the Company beginning in its first quarter of 2020, and early adoption is permitted. The Company is currently evaluating the timing of its adoption and the impact of adopting ASU 2016-02 on its financial statements. Stock Compensation In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which simplified certain aspects of the accounting for share-based payment transactions, including income taxes, classification of awards and classification on the statement of cash flows. ASU 2016-09 will be effective for the Company beginning in its first quarter of 2018. The Company is currently evaluating the impact of adopting ASU 2016-09 on its consolidated financial statements. Income Taxes In October 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory (“ASU 2016-16”), which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-06 will be effective for the Company in its first quarter of 2019. The Company is currently evaluating the impact of adopting ASU 2016-16 on its consolidated financial statements. Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. ASU 2014-09 will be effective for the Company beginning in its first quarter of 2019, and early adoption is permitted. Subsequently, the FASB has issued the following standards related to ASU 2014-09: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (“ASU 2016-08”); ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”); and ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”). The Company must adopt ASU 2016-08, ASU 2016-10 and ASU 2016-12 with ASU 2014-09 (collectively, the “new revenue standards”). The new revenue standards may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company adopted the new revenue standards in its first quarter of 2018 utilizing the full retrospective transition method. The Company is evaluating the effect of the adoption of the new revenue recognition standard as to whether it will have a material impact on its consolidated financial statements. |
NOTE 3 - FIXED ASSETS
NOTE 3 - FIXED ASSETS | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 3 – FIXED ASSETS The Company has fixed assets related to office equipment. The depreciation of the equipment is over a three-year period. As of June 30, 2018, and December 31, 2017, the Company had fixed assets, net of accumulated depreciation, of $6,971 and $8,713, respectively. The fixed assets are as follows: June 3 0 , December 31, 2018 2017 Office equipment $ 10,455 $ 10,455 Total fixed assets 10,455 10,455 Less: Accumulated depreciation 3,484 1,742 Fixed assets, net $ 6,971 $ 8,713 Depreciation of the office equipment for the six months ended June 30, 2018 was $1,742. |
NOTE 4 - INTANGIBLE ASSETS - TR
NOTE 4 - INTANGIBLE ASSETS - TRADEMARK | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Intangible Assets Disclosure [Text Block] | NOTE 4 – INTANGIBLE ASSETS - TRADEMARK The Company has intangible assets related to a trademark. The amortization of the intangible asset is over a twenty-year period. As of June 30, 2018, and December 31, 2017, the Company had intangible assets, net of accumulated amortization, of $11,671 and $11,977, respectively. The intangible assets are as follows: June 30 , December 31, 2018 2017 Trademark $ 12,284 $ 12,284 Total intangible assets 12,284 12,284 Less: Accumulated amortization 613 307 Intangible assets, net $ 11,671 $ 11,977 Amortization expense of the trademark for the six months ended June 30, 2018 was $613. |
NOTE 5 - NOTES PAYABLE
NOTE 5 - NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 5 – NOTES PAYABLE Notes payable June 30, 2018 December 31, 2017 Accrued Accrued Principal Interest Total Principal Interest Total David Vincent $ 20,000 $ 1,578 $ 21,578 $ - $ - $ - David Vincent 40,000 219 40,219 - - - Joseph B. Frost 40,000 2,674 42,674 - - - Total $ 100,000 $ 4,471 $ 104,471 $ - $ - $ - On February 7, 2018, Vincent, the Company’s majority shareholder and director, loaned the Company $20,000 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. As of June 30, 2018, the accrued interest was $1,578, and the principal balance was $20,000. See Note 7. On March 2, 2018, Frost, 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. As of June 30, 2018, the accrued interest was $2,674, and the principal balance was $40,000. See Note 7. On June 21, 2018, Vincent formalized various advances to the Company in the amount of $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. As of June 30, 2018, the accrued interest was $219, and the principal balance was $40,000. Before the note was formalized, interest was also charged at the same rate. See Note 7. |
NOTE 6 - COMMITMENTS AND CONTIN
NOTE 6 - COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 6 – COMMITMENTS AND CONTINGENCIES The Company is subject, from time to time, to claims by third parties under various legal disputes. The defense of such claims, or any adverse outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition and cash flows. As of May 14, 2018, 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. Sporting Edge UK agreed to grant the licensee exclusive right and license to the Manufacturing and Sales Rights in the Territory including the Continent of North America, Central America and the Continent of South America. On the effective date of this agreement and for a period of 5 years thereafter, the Company (“Licensee”) shall pay upfront payment of $10,000 to Licensor annually. In addition, commencing on the sixth anniversary of the effective date the licensee shall pay continuing royalty fees on all sales of product manufactured using the IP. The royalty payable shall be calculated as 0.5% of the Sale Price. The Company recorded the payment due of $4,167 under Prepaid expenses and accounts payable as of December 31, 2017. |
NOTE 7 - RELATED PARTY TRANSACT
NOTE 7 - RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 7 – RELATED PARTY TRANSACTIONS As of December 31, 2017, the balance due to our current CEO, David Vincent, was recorded under shareholder’s advance of $26,764, which is a verbal agreement, non-interest bearing, unsecured and payable on demand. These advances included $10,455 of acquisition of office equipment and $12,284 of acquisition of trademark which were disclosed at supplemental disclosure of non-cash flow investing activities of the statement of cash flow. On February 9, 2018, the Board of Directors changed the arrangement whereas the advance would begin accruing interest at the rate of 20%. Altitude has an oral agreement with its Chairman of the Board, Robert Kanuth, in which it will provide for reimbursement of private airline travel expenses incurred on behalf of the Company, for his use of an aircraft in which he has an interest in. These travel expenses totaled $123,750 for the period ended December 31, 2017 and is included in accrued expenses at June 30, 2018. In January 2018, the Board of Directors issued a one-time bonus to Mr. Kanuth, in the amount of $7,525, to compensate for the significant payable and what would have been interest. Additionally, the open balance will accrue interest at the rate of 20% per annum and, as of June 30, 2018, the accrued interest was $12,206. The remuneration package for the Chairman is currently under negotiation. On January 2, 2018, the Company issued 1,000,000 shares of common stock to Frost, the Company’s Chief Operating Officer, under his employment agreement. The common stock of the Company is thinly traded and had a value of $1.35 per share, therefore the Company recorded the transaction at $1,350,000. See Note 8. On February 7, 2018, Vincent, the Company’s majority shareholder and director, loaned the Company $20,000 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. As of June 30, 2018, the accrued interest was $1,578, and the principal balance was $20,000. See Note 5. On March 2, 2018, Frost, 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. As of June 30, 2018, the accrued interest was $2,674, and the principal balance was $40,000. See Note 5. On June 21, 2018, Vincent formalized various advances to the Company in the amount of $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. As of June 30, 2018, the accrued interest was $219, and the principal balance was $40,000. Before the note was formalized, interest was also charged at the same rate. See Note 5. |
NOTE 8 - STOCKHOLDERS' EQUITY
NOTE 8 - STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 8 – STOCKHOLDERS’ EQUITY Preferred Stock On February 5, 2015, the Board of Directors of the Company authorized 5,000,000 shares of preferred stock with no par value. Each share of the preferred stock is entitled to one vote and is convertible into one share of common stock. As of June 30, 2018, and December 31, 2017, the Company has no preferred stock issued and outstanding. Common Stock Altitude was incorporated on May 18, 2017 under the laws of the state of Wisconsin with 100,000,000 authorized common stock with $0.001 par value. On June 12, 2017, Altitude issued 6,102,000 shares of its common stock at par value of $0.001 per share as founder shares for future potential services from 15 individuals, including Vincent, who is the majority equity interest shareholder and the director of the Company, with a total recorded at par value of $6,102. On June 27, 2017, the Company entered into a share exchange transaction with Altitude and the shareholders of Altitude. Pursuant to the terms of the Share Exchange, the Company agreed to issue 6,102,000 shares of its common stock to the individual shareholders of Altitude on a pro rata basis in exchange for receive 100% of the shares of Altitude. Following the Share Exchange, Altitude became a wholly-owned subsidiary of the Company. See Note 1. Prior to the Share Exchange Agreement, there were 22,828,659 shares of common stock of the Company issued and outstanding, 14,700,000 of which were cancelled on June 27, 2017. As consideration for the Share Exchange Agreement, the shareholders of Altitude received a total of 6,102,000 restricted shares of –the Company, proportionate to their shareholdings in Altitude. On June 27, 2017, the date of closing of the Share Exchange Agreement, the Company issued 500,000 shares of its common stock to an accredited investor pursuant to a Subscription Agreement for $100,000, or $0.20 per share. Total proceed received was $87,500 after paying transaction costs of $12,500. Immediately following the Share Exchange agreement, there will are 21,728,659 shares of common stock issued and outstanding and no shares of preferred stock outstanding. On January 1, 2018, the Company was contractually obligated to issue its legal counsel 37,500 shares of common stock for legal work to date. The common stock of the Company is thinly traded and had a value of $1.35 per share, therefore the Company recorded the transaction at $50,625. On January 1, 2018, the Company was contractually obligated to issue its legal counsel 12,500 shares of common stock for legal work for January 2018. The common stock of the Company is thinly traded and had a value of $1.35 per share, therefore the Company recorded the transaction at $16,875. On January 2, 2018, the Company issued 1,000,000 shares of common stock to Frost, the Company’s Chief Operating Officer, under his employment agreement. The common stock of the Company is thinly traded and had a value of $1.35 per share, therefore the Company recorded the transaction at $1,350,000. See Note 7. On February 1, 2018, the Company was contractually obligated to issue its legal counsel 12,500 shares of common stock for legal work for February 2018. The common stock of the Company is thinly traded and had a value of $1.35 per share, therefore the Company recorded the transaction at $16,875. On March 1, 2018, the Company was contractually obligated to issue its legal counsel 12,500 shares of common stock for legal work for March 2018. The common stock of the Company is thinly traded and had a value of $1.10 per share, therefore the Company recorded the transaction at $13,750. On April 1, 2018, the Company was contractually obligated to issue its legal counsel 12,500 shares of common stock for legal work for April 2018. The common stock of the Company is thinly traded and had a value of $0.51 per share, therefore the Company recorded the transaction at $6,375. On May 1, 2018, the Company was contractually obligated to issue its legal counsel 12,500 shares of common stock for legal work for March 2018. The common stock of the Company is thinly traded and had a value of $0.10 per share, therefore the Company recorded the transaction at $1,250. On June 1, 2018, the Company was contractually obligated to issue its legal counsel 12,500 shares of common stock for legal work for March 2018. The common stock of the Company is thinly traded and had a value of $0.08 per share, therefore the Company recorded the transaction at $1,000. As of June 30, 2018, and December 31, 2017, the Company has 22,841,159 and 21,728,659 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. |
NOTE 9 - INCOME TAXES
NOTE 9 - INCOME TAXES | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 9 – INCOME TAXES As of June 30, 2018, and December 31, 2017, the Company has net operating loss carry forwards of $491,422 and $290,405. The carry forward expires through the year 2038. The Company’s net operating loss carry forwards may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code. The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 21% to loss before taxes for fiscal year 2018 and 34% to loss before taxes for fiscal year 2017), as follows: June 30 , December 31, 2018 2017 Tax expense (benefit) at the statutory rate $ (42,214 ) $ (60,985 ) State income taxes, net of federal income tax benefit Change in valuation allowance 42,214 60,985 Total $ - $ - The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities. The tax year 2017 remains to examination by federal agencies and other jurisdictions in which it operates. The tax effect of significant components of the Company’s deferred tax assets and liabilities at June 30, 2018 and December 31, 2017, are as follows: June 30 , December 31, 2018 2017 Deferred tax assets: Net operating loss carryforward $ 103,199 $ 60,985 Timing differences - - Total gross deferred tax assets 103,199 60,985 Less: Deferred tax asset valuation allowance (103,199 ) (60,985 ) Total net deferred taxes $ - $ - In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Because of the historical earnings history of the Company, the net deferred tax assets for 2018 and 2017 were fully offset by a 100% valuation allowance. The valuation allowance for the remaining net deferred tax assets was $103,199 and $60,985 as of June 30, 2018 and December 31, 2017, respectively. On December 22, 2017, the United States Government passed new tax legislation that, among other provisions, will lower the corporate tax rate from 34% to 21%. In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income we may have, the legislation affects the way we can use and carry forward net operating losses previously accumulated and results in a revaluation of deferred tax assets recorded on our balance sheet. Given that the deferred tax assets are offset by a full valuation allowance, these changes will have no net impact on the Company’s financial position and net loss. However, if and when we become profitable, we will receive a reduced benefit from such deferred tax assets. Had this legislation been effective prior to our December 31, 2017, fiscal year-end, the effect of the legislation would have been a reduction in deferred tax assets and the corresponding valuation allowance. |
NOTE 10 - SUBSEQUENT EVENTS
NOTE 10 - SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 10 – SUBSEQUENT EVENTS On July 1, 2018, the Company was contractually obligated to issue its legal counsel 12,500 shares of common stock for legal work for July 2018. On August 1, 2018, the Company was contractually obligated to issue its legal counsel 12,500 shares of common stock for legal work for August 2018. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of presentation The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America and has a year-end of December 31. The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 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. |
Going Concern and Liquidity [Policy Text Block] | 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, 2018, we had $15,032 in cash. Our net losses incurred for the six months ended June 30, 2018 were $1,657,767 and working capital deficit was $390,064 at June 30, 2018. 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. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Altitude. All significant intercompany balances and transactions have been eliminated in the consolidation. The consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles (“GAAP”) and stated in United States dollars, have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Significant Estimates, Risks and Concentrations These accompanying financial statements include some amounts that are based on management’s best estimates and judgments. The most significant estimates relate to the valuation of the software rights and redeemable common stock liability. It is reasonably possible that the above-mentioned estimate and others may be adjusted as more current information becomes available, and any adjustment could be significant in future reporting periods. The Company is dependent on its ability to handle rapidly substantial quantities of data and transactions on computer-based networks and the capacity, reliability and security of the electronic delivery systems and the Internet. Any significant failure or interruption of these systems could cause our systems to operate slowly or interrupt service for periods of time and could have a material adverse effect on our business and results of our operations. The Company may experience shortage of capacity and increased costs associated with such usage. These events may affect our ability to store, handle and deliver data and services to our customers. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property, Plant and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Expenditures that extend the life, increase the capacity, or improve the efficiency of property and equipment are capitalized, while expenditures for repairs and maintenance are expensed as incurred. Depreciation is recognized using the straight-line method over the following approximate useful lives: Machinery and equipment 3-5 Years |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Intangible Assets Costs incurred to file patent applications and acquired intangibles are capitalized when the Company believes that there is a high likelihood that the patent will be issued and there will be future economic benefit associated with the patent. These costs will be amortized on a straight-line basis over a 20 years life from the date of patent filing. All costs associated with abandoned patent applications are expensed. In addition, the Company will review the carrying value of patents for indicators of impairment on a periodic basis and if it determines that the carrying value is impaired, it values the patent at fair value. As of June 30, 2018, carrying value of patent was $11,671. In accordance with the provisions of the applicable authoritative guidance, the Company’s long-lived assets and amortizable intangible assets are tested for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. The Company assesses the recoverability of such assets by determining whether their carrying value can be recovered through undiscounted future operating cash flows, including its estimates of revenue driven by assumed market segment share and estimated costs. If impairment is indicated, the Company measures the amount of such impairment by comparing the fair value to the carrying value. The amortization of the trademark was not significant for the period ended June 30, 2018. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets The Company’s long-lived assets and other assets (consisting of property and equipment) are reviewed for impairment in accordance with the guidance of the FASB ASC Topic 360-10, Property, Plant, and Equipment, and FASB ASC Topic 205, Presentation of Financial Statements. Long lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. For the six months ended June 30, 2018, the Company had not experienced impairment losses on its long-lived assets. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company recognizes revenue in accordance with ASC 605 Revenue Recognition (“ASC 605”). Revenue is recognized when all of the following four criteria are met: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred or services rendered, (3) the fee is fixed and determinable, and (4) collectability is reasonably assured. Determining whether and when some of these criteria have been satisfied often involves assumptions and judgments that can have a significant impact on the timing and amount of revenue we report. |
Advertising Costs, Policy [Policy Text Block] | Advertising Costs Advertising costs are expensed as incurred. Advertising costs for the six months ended June 30, 2018 was $0. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition provisions ASC Topic 505-50. The Company estimates the fair value of stock options at the grant date by using the Black-Scholes option-pricing model |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The book values of cash, prepaid expenses, and accounts payable approximate their respective fair values due to the short-term nature of these instruments. The fair value hierarchy under GAAP distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels ● Level one — Quoted market prices in active markets for identical assets or liabilities; ● Level two — Inputs other than level one inputs that are either directly or indirectly observable; and ● Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use. Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter. |
Earnings Per Share, Policy [Policy Text Block] | Earnings (Loss) Per Share Basic earnings (loss) per share are computed by dividing the net income by the weighted-average number of shares of common stock and common stock equivalents (primarily outstanding options and warrants). Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method. The calculation of fully diluted earnings per share assumes the dilutive effect of the exercise of outstanding options and warrants at either the beginning of the respective period presented or the date of issuance, whichever is later. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry-forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of December 31, 2017. Interest and penalties in any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the six months ended June 30, 2018. On December 22, 2017, the United States Government passed new tax legislation that, among other provisions, will lower the corporate tax rate from 35% to 21%. In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income we may have, the legislation affects the way we can use and carry forward net operating losses previously accumulated and results in a revaluation of deferred tax assets recorded on our balance sheet. Given that the deferred tax assets are offset by a full valuation allowance, these changes will have no net impact on the Company’s financial position and net loss. However, if and when we become profitable, we will receive a reduced benefit from such deferred tax assets. Had this legislation been effective prior to our December 31, 2017, fiscal year-end, the effect of the legislation would have been a reduction in deferred tax assets and the corresponding valuation allowance. |
Commitments and Contingencies, Policy [Policy Text Block] | Contingencies Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. |
New Accounting Pronouncements, Policy [Policy Text Block] | Effect of Recent Accounting Pronouncements Going Concern ASU 2014-15 – “Presentation of Financial Statements—Going Concern—Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).” In August 2014, FASB issued guidance that requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The updated accounting guidance was effective for the Company on June 30, 2018. We have implemented this new accounting standard and we will update our liquidity disclosures as necessary. Recent Accounting Pronouncements 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. Financial Instruments In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 will be effective for the Company beginning in its first quarter of 2019. The Company does not believe the adoption of ASU 2016-01 will have a material impact on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which modifies the measurement of expected credit losses of certain financial instruments. ASU 2016-13 will be effective for the Company beginning in its first quarter of 2021 and early adoption is permitted. The Company does not believe the adoption of ASU 2016-13 will have a material impact on its consolidated financial statements. Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which modified lease accounting for both lessees and lessors to increase transparency and comparability by recognizing lease assets and lease liabilities by lessees for those leases classified as operating leases under previous accounting standards and disclosing key information about leasing arrangements. ASU 2016-02 will be effective for the Company beginning in its first quarter of 2020, and early adoption is permitted. The Company is currently evaluating the timing of its adoption and the impact of adopting ASU 2016-02 on its financial statements. Stock Compensation In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which simplified certain aspects of the accounting for share-based payment transactions, including income taxes, classification of awards and classification on the statement of cash flows. ASU 2016-09 will be effective for the Company beginning in its first quarter of 2018. The Company is currently evaluating the impact of adopting ASU 2016-09 on its consolidated financial statements. Income Taxes In October 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory (“ASU 2016-16”), which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-06 will be effective for the Company in its first quarter of 2019. The Company is currently evaluating the impact of adopting ASU 2016-16 on its consolidated financial statements. Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. ASU 2014-09 will be effective for the Company beginning in its first quarter of 2019, and early adoption is permitted. Subsequently, the FASB has issued the following standards related to ASU 2014-09: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (“ASU 2016-08”); ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”); and ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”). The Company must adopt ASU 2016-08, ASU 2016-10 and ASU 2016-12 with ASU 2014-09 (collectively, the “new revenue standards”). The new revenue standards may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company adopted the new revenue standards in its first quarter of 2018 utilizing the full retrospective transition method. The Company is evaluating the effect of the adoption of the new revenue recognition standard as to whether it will have a material impact on its consolidated financial statements |
NOTE 3 - FIXED ASSETS (Tables)
NOTE 3 - FIXED ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | The fixed assets are as follows: June 3 0 , December 31, 2018 2017 Office equipment $ 10,455 $ 10,455 Total fixed assets 10,455 10,455 Less: Accumulated depreciation 3,484 1,742 Fixed assets, net $ 6,971 $ 8,713 |
NOTE 4 - INTANGIBLE ASSETS - 19
NOTE 4 - INTANGIBLE ASSETS - TRADEMARK (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The intangible assets are as follows: June 30 , December 31, 2018 2017 Trademark $ 12,284 $ 12,284 Total intangible assets 12,284 12,284 Less: Accumulated amortization 613 307 Intangible assets, net $ 11,671 $ 11,977 |
NOTE 5 - NOTES PAYABLE (Tables)
NOTE 5 - NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | Notes payable June 30, 2018 December 31, 2017 Accrued Accrued Principal Interest Total Principal Interest Total David Vincent $ 20,000 $ 1,578 $ 21,578 $ - $ - $ - David Vincent 40,000 219 40,219 - - - Joseph B. Frost 40,000 2,674 42,674 - - - Total $ 100,000 $ 4,471 $ 104,471 $ - $ - $ - |
NOTE 9 - INCOME TAXES (Tables)
NOTE 9 - INCOME TAXES (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 21% to loss before taxes for fiscal year 2018 and 34% to loss before taxes for fiscal year 2017), as follows: June 30 , December 31, 2018 2017 Tax expense (benefit) at the statutory rate $ (42,214 ) $ (60,985 ) State income taxes, net of federal income tax benefit Change in valuation allowance 42,214 60,985 Total $ - $ - |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The tax effect of significant components of the Company’s deferred tax assets and liabilities at June 30, 2018 and December 31, 2017, are as follows: June 30 , December 31, 2018 2017 Deferred tax assets: Net operating loss carryforward $ 103,199 $ 60,985 Timing differences - - Total gross deferred tax assets 103,199 60,985 Less: Deferred tax asset valuation allowance (103,199 ) (60,985 ) Total net deferred taxes $ - $ - |
NOTE 1 - NATURE OF OPERATIONS (
NOTE 1 - NATURE OF OPERATIONS (Details) | Jun. 27, 2017USD ($)$ / sharesshares | Jun. 12, 2017USD ($)$ / sharesshares | May 18, 2017USD ($)$ / sharesshares | Jun. 30, 2017USD ($) | Jun. 30, 2018shares | Jan. 02, 2018$ / shares | Dec. 31, 2017shares |
NOTE 1 - NATURE OF OPERATIONS (Details) [Line Items] | |||||||
Share Exchange Basis | Each share of Altitude is accordingly restated at a multiple of approximately 3.48 shares of the Company for the weighted average shares outstanding for the loss per share calculations in the accompanying condensed consolidated statement of operations. | ||||||
Common Stock, Shares Cancelled | 14,700,000 | ||||||
Net Increase (Decrease) in Shares Outstanding | (8,598,000) | ||||||
Common Stock, Shares, Outstanding | 21,728,659 | 22,841,159 | 21,728,659 | ||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ | $ 100,000 | $ 6,102 | |||||
Stock Issued During Period, Shares, New Issues | 500,000 | 6,102,000 | |||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.20 | $ 1.35 | |||||
Payments of Stock Issuance Costs (in Dollars) | $ | $ 12,500 | $ 12,500 | |||||
Common Stock, Shares Authorized | 70,000,000 | 70,000,000 | |||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.001 | ||||||
Number of Individuals Issued Shares | 15 | ||||||
Chief Executive Officer [Member] | |||||||
NOTE 1 - NATURE OF OPERATIONS (Details) [Line Items] | |||||||
Percentage of Issued and Outstanding Common Shares Owned by Related Party | 51.30% | ||||||
Share Exchange Transaction With Altitude [Member] | |||||||
NOTE 1 - NATURE OF OPERATIONS (Details) [Line Items] | |||||||
Stock Issued During Period, Shares, Other | 6,102,000 | ||||||
Share Exchange Basis | one to one share exchange | ||||||
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions | 100.00% | ||||||
Common Stock, Shares, Outstanding | 21,228,659 | ||||||
Noncash or Part Noncash Acquisition, Value of Assets Acquired (in Dollars) | $ | $ 0 | ||||||
Subscription Arrangement [Member] | |||||||
NOTE 1 - NATURE OF OPERATIONS (Details) [Line Items] | |||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ | $ 100,000 | ||||||
Stock Issued During Period, Shares, New Issues | 500,000 | ||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.20 | ||||||
Payments of Stock Issuance Costs (in Dollars) | $ | $ 12,500 | ||||||
Altitude [Member] | |||||||
NOTE 1 - NATURE OF OPERATIONS (Details) [Line Items] | |||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ | $ 6,102 | ||||||
Stock Issued During Period, Shares, New Issues | 6,102,000 | ||||||
Common Stock, Shares Authorized | 100,000,000 | ||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.001 | ||||||
Number of Individuals Issued Shares | 15 |
NOTE 2 - SUMMARY OF SIGNIFICA23
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 22, 2017 | Dec. 21, 2017 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | May 17, 2017 |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Cash and Cash Equivalents, at Carrying Value | $ 87,500 | $ 15,032 | $ 15,032 | $ 24,867 | $ 0 | ||
Net Income (Loss) Attributable to Parent | $ (13,789) | (96,159) | (1,657,767) | ||||
Working Capital (Deficit) | (390,064) | $ (390,064) | |||||
Finite-Lived Intangible Asset, Useful Life | 20 years | ||||||
Finite-Lived Intangible Assets, Net | $ 11,671 | $ 11,671 | $ 11,977 | ||||
Advertising Expense | $ 0 | ||||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 35.00% | 21.00% | 34.00% | |||
Minimum [Member] | |||||||
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Property, Plant and Equipment, Useful Life | 3 years | ||||||
Maximum [Member] | |||||||
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Property, Plant and Equipment, Useful Life | 5 years |
NOTE 3 - FIXED ASSETS (Details)
NOTE 3 - FIXED ASSETS (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |||
Property, Plant and Equipment, Net | $ 6,971 | $ 8,713 | |
Depreciation | $ 0 | $ 1,742 |
NOTE 3 - FIXED ASSETS (Detail
NOTE 3 - FIXED ASSETS (Details) - Property, Plant and Equipment - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Fixed assets | $ 10,455 | $ 10,455 |
Less: Accumulated depreciation | 3,484 | 1,742 |
Fixed assets, net | 6,971 | 8,713 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets | $ 10,455 | $ 10,455 |
NOTE 4 - INTANGIBLE ASSETS - 26
NOTE 4 - INTANGIBLE ASSETS - TRADEMARK (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2018 | Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | |||
Finite-Lived Intangible Assets, Net | $ 11,671 | $ 11,977 | |
Amortization of Intangible Assets | $ 0 | $ 306 |
NOTE 4 - INTANGIBLE ASSETS - 27
NOTE 4 - INTANGIBLE ASSETS - TRADEMARK (Details) - Schedule of Finite-Lived Intangible Assets - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 12,284 | $ 12,284 |
Less: Accumulated amortization | 613 | 307 |
Intangible assets, net | 11,671 | 11,977 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 12,284 | $ 12,284 |
NOTE 5 - NOTES PAYABLE (Details
NOTE 5 - NOTES PAYABLE (Details) - USD ($) | Jun. 21, 2018 | Mar. 02, 2018 | Feb. 07, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
NOTE 5 - NOTES PAYABLE (Details) [Line Items] | |||||
Interest Payable | $ 4,471 | $ 0 | |||
Notes Payable, Related Parties | 100,000 | 0 | |||
Chief Operating Officer [Member] | |||||
NOTE 5 - NOTES PAYABLE (Details) [Line Items] | |||||
Debt Instrument, Face Amount | $ 40,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 20.00% | ||||
Debt Instrument, Term | 1 year | ||||
Interest Payable | 2,674 | 0 | |||
Notes Payable, Related Parties | 40,000 | 0 | |||
Loan #1 [Member] | Chief Executive Officer [Member] | |||||
NOTE 5 - NOTES PAYABLE (Details) [Line Items] | |||||
Debt Instrument, Face Amount | $ 20,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 20.00% | ||||
Debt Instrument, Term | 1 year | ||||
Interest Payable | 1,578 | 0 | |||
Notes Payable, Related Parties | 20,000 | 0 | |||
Loan #2 [Member] | Chief Executive Officer [Member] | |||||
NOTE 5 - NOTES PAYABLE (Details) [Line Items] | |||||
Debt Instrument, Face Amount | $ 40,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 20.00% | ||||
Debt Instrument, Term | 1 year | ||||
Interest Payable | 219 | 0 | |||
Notes Payable, Related Parties | $ 40,000 | $ 0 |
NOTE 5 - NOTES PAYABLE (Detai29
NOTE 5 - NOTES PAYABLE (Details) - Schedule of Debt - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
NOTE 5 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Principal | $ 100,000 | $ 0 |
Accrued Interest | 4,471 | 0 |
Total | 104,471 | 0 |
Chief Operating Officer [Member] | ||
NOTE 5 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Principal | 40,000 | 0 |
Accrued Interest | 2,674 | 0 |
Total | 42,674 | 0 |
Loan #1 [Member] | Chief Executive Officer [Member] | ||
NOTE 5 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Principal | 20,000 | 0 |
Accrued Interest | 1,578 | 0 |
Total | 21,578 | 0 |
Loan #2 [Member] | Chief Executive Officer [Member] | ||
NOTE 5 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | ||
Principal | 40,000 | 0 |
Accrued Interest | 219 | 0 |
Total | $ 40,219 | $ 0 |
NOTE 6 - COMMITMENTS AND CONT30
NOTE 6 - COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Jun. 27, 2017 | Jun. 30, 2018 | Dec. 31, 2017 |
Commitments and Contingencies Disclosure [Abstract] | |||
License Period | 5 years | ||
Other Commitments, Description | the Company (“Licensee”) shall pay upfront payment of $10,000 to Licensor annually.  In addition, commencing on the sixth anniversary of the effective date the licensee shall pay continuing royalty fees on all sales of product manufactured using the IP.  The royalty payable shall be calculated as 0.5% of the Sale Price. | ||
Accounts Payable, Related Parties, Current | $ 4,167 | $ 4,167 |
NOTE 7 - RELATED PARTY TRANSA31
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) - USD ($) | Jun. 21, 2018 | Mar. 02, 2018 | Feb. 07, 2018 | Jan. 02, 2018 | Jan. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2018 | Feb. 09, 2018 | Jun. 27, 2017 |
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||
Interest Payable | $ 0 | $ 4,471 | |||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures (in Shares) | 1,000,000 | ||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 1.35 | $ 0.20 | |||||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | $ 1,350,000 | ||||||||
Notes Payable, Related Parties | 0 | 100,000 | |||||||
Board of Directors Chairman [Member] | |||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||
Related Party Transaction, Amounts of Transaction | $ 7,525 | 123,750 | |||||||
Related Party Transaction, Rate | 20.00% | ||||||||
Interest Payable | 12,206 | ||||||||
Chief Operating Officer [Member] | |||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 20.00% | ||||||||
Interest Payable | 0 | 2,674 | |||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures (in Shares) | 1,000,000 | ||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 1.35 | ||||||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | $ 1,350,000 | ||||||||
Debt Instrument, Face Amount | $ 40,000 | ||||||||
Debt Instrument, Term | 1 year | ||||||||
Notes Payable, Related Parties | 0 | 40,000 | |||||||
Director #2 [Member] | |||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 20.00% | ||||||||
Interest Payable | 2,674 | ||||||||
Debt Instrument, Face Amount | $ 40,000 | ||||||||
Debt Instrument, Term | 1 year | ||||||||
Notes Payable, Related Parties | 40,000 | ||||||||
Advances for Related Party Acquisitions [Member] | Chief Executive Officer [Member] | |||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||
Due to Related Parties | 26,764 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 20.00% | ||||||||
Advances for Related Party Acquisitions [Member] | Chief Executive Officer [Member] | Office Equipment [Member] | |||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||
Related Party Transaction, Amounts of Transaction | 10,455 | ||||||||
Trademarks [Member] | Advances for Related Party Acquisitions [Member] | Chief Executive Officer [Member] | |||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||
Related Party Transaction, Amounts of Transaction | 12,284 | ||||||||
Loan #1 [Member] | Chief Executive Officer [Member] | |||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 20.00% | ||||||||
Interest Payable | 0 | 1,578 | |||||||
Debt Instrument, Face Amount | $ 20,000 | ||||||||
Debt Instrument, Term | 1 year | ||||||||
Notes Payable, Related Parties | 0 | 20,000 | |||||||
Loan #2 [Member] | Chief Executive Officer [Member] | |||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 20.00% | ||||||||
Interest Payable | 0 | 219 | |||||||
Debt Instrument, Face Amount | $ 40,000 | ||||||||
Debt Instrument, Term | 1 year | ||||||||
Notes Payable, Related Parties | $ 0 | $ 40,000 |
NOTE 8 - STOCKHOLDERS' EQUITY (
NOTE 8 - STOCKHOLDERS' EQUITY (Details) | Apr. 01, 2018USD ($)$ / sharesshares | Mar. 01, 2018USD ($)$ / sharesshares | Feb. 01, 2018USD ($)$ / sharesshares | Jan. 02, 2018USD ($)$ / sharesshares | Jan. 01, 2018USD ($)$ / sharesshares | Jun. 27, 2017USD ($)$ / sharesshares | Jun. 26, 2017shares | Jun. 12, 2017USD ($)$ / sharesshares | May 18, 2017USD ($)$ / sharesshares | Feb. 05, 2015shares | Jun. 30, 2018USD ($)$ / sharesshares | May 31, 2018USD ($)$ / sharesshares | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)$ / sharesshares | Mar. 31, 2018shares | Dec. 31, 2017shares |
NOTE 8 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||
Preferred Stock, Voting Rights | Each share of the preferred stock is entitled to one vote | |||||||||||||||
Convertible Preferred Stock, Terms of Conversion | convertible into one share of common stock | |||||||||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | 0 | ||||||||||||
Preferred Stock, Shares Issued | 0 | 0 | 0 | 0 | ||||||||||||
Common Stock, Shares Authorized | 70,000,000 | 70,000,000 | 70,000,000 | |||||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.001 | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 500,000 | 6,102,000 | ||||||||||||||
Number of Individuals Issued Shares | 15 | |||||||||||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ | $ 100,000 | $ 6,102 | ||||||||||||||
Common Stock Issued and Oustanding, Prior to Share Exchange Agreement | 22,828,659 | |||||||||||||||
Common Stock, Shares Cancelled | 14,700,000 | |||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 1.35 | $ 0.20 | ||||||||||||||
Proceeds from Issuance of Common Stock (in Dollars) | $ | $ 87,500 | $ 87,500 | $ 0 | |||||||||||||
Payments of Stock Issuance Costs (in Dollars) | $ | $ 12,500 | $ 12,500 | ||||||||||||||
Common Stock, Shares, Issued | 21,728,659 | 22,841,159 | 22,841,159 | 21,728,659 | ||||||||||||
Common Stock, Shares, Outstanding | 21,728,659 | 22,841,159 | 22,841,159 | 21,728,659 | ||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 1,000,000 | |||||||||||||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures (in Dollars) | $ | $ 1,350,000 | |||||||||||||||
Share Exchange Transaction With Altitude [Member] | ||||||||||||||||
NOTE 8 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, Other | 6,102,000 | |||||||||||||||
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions | 100.00% | |||||||||||||||
Common Stock, Shares, Outstanding | 21,228,659 | |||||||||||||||
Legal Services [Member] | ||||||||||||||||
NOTE 8 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.51 | $ 1.10 | $ 1.35 | $ 1.35 | $ 0.08 | $ 0.10 | $ 0.08 | |||||||||
Stock Issued During Period, Shares, Issued for Services | 12,500 | 12,500 | 12,500 | 37,500 | 12,500 | 12,500 | ||||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ | $ 6,375 | $ 13,750 | $ 16,875 | $ 50,625 | $ 1,000 | $ 1,250 | ||||||||||
Legal Services #2 [Member] | ||||||||||||||||
NOTE 8 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 1.35 | |||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 12,500 | |||||||||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ | $ 16,875 | |||||||||||||||
Altitude [Member] | ||||||||||||||||
NOTE 8 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||
Common Stock, Shares Authorized | 100,000,000 | |||||||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.001 | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 6,102,000 | |||||||||||||||
Number of Individuals Issued Shares | 15 | |||||||||||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ | $ 6,102 |
NOTE 9 - INCOME TAXES (Details)
NOTE 9 - INCOME TAXES (Details) - USD ($) | Dec. 22, 2017 | Dec. 21, 2017 | Jun. 30, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||||
Operating Loss Carryforwards | $ 491,422 | $ 290,405 | ||
Operating Loss Carryforwards, Expiration Date | 2,038 | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 35.00% | 21.00% | 34.00% |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | 100.00% | |||
Deferred Tax Assets, Valuation Allowance | $ 103,199 | $ 60,985 |
NOTE 9 - INCOME TAXES (Detail34
NOTE 9 - INCOME TAXES (Details) - Schedule of Effective Income Tax Rate Reconciliation - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Schedule of Effective Income Tax Rate Reconciliation [Abstract] | ||
Tax expense (benefit) at the statutory rate | $ (42,214) | $ (60,985) |
Change in valuation allowance | 42,214 | 60,985 |
Total | $ 0 | $ 0 |
NOTE 9 - INCOME TAXES (Detail35
NOTE 9 - INCOME TAXES (Details) - Schedule of Deferred Tax Assets - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Schedule of Deferred Tax Assets [Abstract] | ||
Net operating loss carryforward | $ 103,199 | $ 60,985 |
Timing differences | 0 | 0 |
Total gross deferred tax assets | 103,199 | 60,985 |
Less: Deferred tax asset valuation allowance | (103,199) | (60,985) |
Total net deferred taxes | $ 0 | $ 0 |
NOTE 10 - SUBSEQUENT EVENTS (De
NOTE 10 - SUBSEQUENT EVENTS (Details) - Legal Services [Member] - shares | Apr. 01, 2018 | Mar. 01, 2018 | Feb. 01, 2018 | Jan. 01, 2018 | Aug. 20, 2018 | Jul. 31, 2018 | Jun. 30, 2018 | May 31, 2018 |
NOTE 10 - SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||
Stock Issued During Period, Shares, Issued for Services | 12,500 | 12,500 | 12,500 | 37,500 | 12,500 | 12,500 | ||
Subsequent Event [Member] | ||||||||
NOTE 10 - SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||
Stock Issued During Period, Shares, Issued for Services | 12,500 | 12,500 |