Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 06, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | ALTITUDE INTERNATIONAL HOLDINGS, INC. | |
Entity Central Index Key | 0001664127 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 58,646,681 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 95,653 | $ 485 |
Prepaid expense | 42,709 | 3,000 |
Total current assets | 138,363 | 3,485 |
Total assets | 138,363 | 3,485 |
Current liabilities | ||
Notes payable - related party | 5,700 | 69,200 |
Notes payable | 20,800 | 20,800 |
Accounts payable and accrued expenses | 15,167 | 62,053 |
Accounts payable and accrued expenses - related party | 34,695 | 113,422 |
Due to related party | 109,328 | |
Stockholders' advance | 36,211 | 36,211 |
Deferred revenue | 126,037 | |
Total current liabilities | 347,936 | 301,686 |
Total liabilities | 347,936 | 301,686 |
Commitments and contingencies - Note 5 | ||
Stockholders' deficit | ||
Preferred stock - no par value, 5,000,000 shares authorized, no shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively | ||
Common stock - no par value, 600,000,000 shares authorized, 58,646,681 and 51,537,764 shares issued, issuable, and outstanding at March 31, 2021 and December 31, 2020, respectively | 6,165,212 | 3,091,136 |
Additional paid in capital | (175,279) | (175,279) |
Accumulated deficit | (6,199,507) | (3,214,058) |
Total stockholders' deficit | (209,574) | (298,202) |
Total liabilities and stockholders' deficit | $ 138,362 | $ 3,485 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2021 | Feb. 10, 2021 | Dec. 31, 2020 | May 18, 2017 |
Statement of Financial Position [Abstract] | ||||
Preferred stock, no par value | ||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |
Preferred stock, shares issued | ||||
Preferred stock, shares outstanding | ||||
Common stock, no par value | ||||
Common stock, shares authorized | 600,000,000 | 530,000,000 | 600,000,000 | 100,000,000 |
Common stock, shares issued | 58,646,681 | 51,537,764 | ||
Common stock, shares outstanding | 58,646,681 | 51,537,764 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 593 | |
Operating expenses | ||
Professional fees | 17,675 | 31,743 |
Salary expenses | 28,947 | 31,250 |
Stock-based compensation | 2,967,745 | 3,825 |
Other general and administrative expenses | 8,383 | 32,451 |
Total operating expenses | 3,022,750 | 99,269 |
Loss from operations | (3,022,750) | (98,676) |
Other income (expenses) | ||
Gain on settlement of debt | 41,254 | |
Interest expense | (3,953) | (7,352) |
Total other income (expenses) | 37,301 | (7,352) |
Net loss | $ (2,985,449) | $ (106,028) |
Earnings per share - basic and fully diluted | $ (0.05) | $ 0 |
Weighted average number of shares of common stock - basic and fully diluted | 55,241,426 | 36,100,583 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Dec. 31, 2019 | $ 2,669,024 | $ (183,183) | $ (2,885,511) | $ (399,670) |
Beginning balance, shares at Dec. 31, 2019 | 36,075,995 | |||
Issuance of common stock for services | $ 1,876 | 1,876 | ||
Issuance of common stock for services, shares | 37,500 | |||
Amortization of stock options | 1,949 | 1,949 | ||
Net loss | (106,028) | (106,028) | ||
Ending balance at Mar. 31, 2020 | $ 2,670,900 | (181,234) | (2,991,539) | (501,873) |
Ending balance, shares at Mar. 31, 2020 | 36,113,495 | |||
Beginning balance at Dec. 31, 2020 | $ 3,091,136 | (175,279) | (3,214,058) | (298,202) |
Beginning balance, shares at Dec. 31, 2020 | 51,487,764 | |||
Issuance of common stock for services | $ 2,967,746 | 2,967,746 | ||
Issuance of common stock for services, shares | 6,727,500 | |||
Conversion of debt to common stock | $ 87,080 | 87,080 | ||
Conversion of debt to common stock, shares | 181,417 | |||
Options exercised into common stock | $ 19,250 | 19,250 | ||
Options exercised into common stock, shares | 250,000 | |||
Net loss | (2,985,449) | (2,985,449) | ||
Ending balance at Mar. 31, 2021 | $ 6,165,212 | $ (175,279) | $ (6,199,507) | $ (209,574) |
Ending balance, shares at Mar. 31, 2021 | 58,646,681 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (2,985,449) | $ (106,028) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Depreciation expense | 871 | |
Amortization expense | 153 | |
Gain on settlement of debt | 41,254 | |
Stock-based compensation | 2,967,745 | 3,825 |
Change in assets and liabilities: | ||
Prepaid expense | (39,709) | (8,425) |
Accounts payable and accrued expenses | (46,886) | 7,500 |
Accounts payable and accrued expenses - related party | (96,401) | 38,601 |
Due to related party | 109,328 | |
Deferred revenue | 126,037 | (593) |
Net cash provided by (used in) operating activities | 75,918 | (64,096) |
Cash flows from financing activities: | ||
Proceeds from stock options exercised | 19,250 | |
Proceeds from related party loans and advances | 57,989 | |
Net cash provided by financing activities | 19,250 | 57,989 |
Net increase (decrease) in cash | 95,168 | (6,107) |
Cash at beginning of period | 485 | 8,267 |
Cash at end of period | 95,653 | 2,160 |
Cash paid for interest | ||
Cash paid for taxes | ||
Non-cash investing and financing activities: | ||
Conversion of related party debt to common stock | $ 90,708 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | NOTE 1 – NATURE OF OPERATIONS Company Background Altitude International Holdings, Inc. (f/k/a Altitude International, Inc., the “Company,” “we,” “us,” “our,” or “Altitude-NY”), was incorporated in the State of New York on July 13, 1994 as “Titan Computer Services, Inc.” On June 27, 2017, the Company successfully closed a Share Exchange transaction (the “Share Exchange”) with the shareholders of Altitude International, Inc. (“Altitude”), a Wisconsin corporation. Altitude was incorporated on May 18, 2017 under the laws of the state of Wisconsin and has been operating as a wholly owned subsidiary of Altitude-NY since the Share Exchange. Altitude operates through Northern, Central, and South America sales to execute the current business plan of athletic training industry, specifically altitude training. Our objective is to be recognized as one of the upper tier specialty altitude training equipment providers in the Americas. On February 13, 2018, the majority of the shareholders of the Company approved the amendment to the Articles of Incorporation to change the Company’s name from “Titan Computer Services, Inc.” to “Altitude International, Inc.” The purpose of the name change was to help further our brand identity and will reflect the major focus of our business operations, the manufacturing and distribution of products in the athletic training industry, specifically altitude training. On February 14, 2020, the majority of shareholders of the Company and the Board of Directors authorized a change in the Company’s name to “Altitude International Holdings, Inc.” to reflect more diversified operations going forward. The Articles of Amendment finalizing this name change have not yet been filed by the Company. On April 24, 2020, the Company formed a wholly owned subsidiary in Wisconsin called “Altitude Sports Management Corp.,” an entity that will providing fully integrated wealth, health, and career management services to its clients. On August 21, 2020, the Company filed with the State of New York to change the name from Altitude International, Inc. to Altitude International Holdings, Inc. Further, on January 17, 2021, Altitude International Holdings, Inc. (the “ Company Altitude LOI BHI Upon the terms and subject to the conditions set forth in the LOI, following the Share Exchange, (i) BHI and its subsidiaries will be wholly-owned subsidiaries of Altitude; (ii) BHI shareholders would own approximately 80% of the common shares of Altitude, and Altitude shareholders would own approximately 20% of the common shares of Altitude, with such percentages calculated on a fully diluted basis; and (iii) BHI has the right to appoint a majority of the directors of Altitude following the Share Exchange. The completion of the Share Exchange would be subject to the satisfaction of specific conditions set forth in the LOI, including the completion of an audit of BHI and its subsidiaries and the parties first negotiating and executing a definitive Share Exchange agreement (the “ Share Exchange Agreement On February 10, 2021, The Company filed with the State of New York to increase the authorized shares of common stock of the Company to 600,000,000 shares. Nature of Operations The product designs to be licensed from Sporting Edge UK, Ltd (“Sporting Edge UK”) are proven and cover a wide range of room sizes. The only requirement is to change from metric to imperial sizes where necessary. There are three unique elements to the Altitude product: ● Sophisticated Touch Screen control systems capable of integrating the control of simulated altitude, temperature and humidity. ● A unique design of Air Separation Unit with only a single active part that provides for ultra-reliable operation and a design life of greater than fifteen years. ● Proven training protocols that allow the desired training benefits to be achieved. Altitude is transitioning to a more multi-discipline enterprise, blending performance-based education, sports, science, and technology. The targeted consumer segments include but are not limited to juniors, adults, professionals. ALTD’s multi-discipline approach consists of wholly owned stand-alone academies, wellness, and manufacturing/assembly facilities. Altitude International Holdings, Inc. Altitude International Holdings, Inc. (“Altitude”) was incorporated on May 18, 2017 under the laws of the state of Wisconsin with 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. These shares were issued for future potential services from these various individuals and as of the date of this issuance, no value was placed on these future potential services and were therefore recorded at par value as stock-based compensation to the founders. On June 27, 2017, after the closing of certain Stock Purchase Agreements, in private sale transaction and the Share Exchange Agreement, a change of control of the Company occurred and the new operational focus of the Company commenced. See Notes 6 and 8. Altitude will operate through Northern, Central, and South America to execute the current business plan of athletic training industry, specifically altitude training. Our objective is to be recognized as one of the upper tier specialty altitude training equipment providers. Changes in Management and the Board of Directors On July 6, 2020, Greg Whyte resigned as a director of the Company. On July 28, 2020, Peter Sandore resigned as director of the Company. On December 20, 2020, Greg Whyte, David Vincent, and Greg Breunich were appointed as directors of the Company to fill the vacancies left upon the resignation of its former directors. On January 6, 2021, Robert Kanuth, Chief Executive Officer, Chief Financial Officer, and a member of the Board of Directors resigned as Chief Executive Officer and Chief Financial Officer of the Company. He also resigned as Chairman of the Board of Directors but remains a member of the Board of Directors of the Company. On January 6, 2021, Greg Breunich was appointed Chief Executive Officer, Chief Financial Officer, and Chairman of the Board of Directors of the Company. On February 2, 2021, Greg Anthony was appointed Chief Communications Officer and Company Spokesperson of the Company. On March 19, 2021, Joseph B. Frost resigned as a director and officer of the Company. On March 24, 2021, Gabe Jaramillo was appointed as Executive Vice President and Director of Tennis Training. On March 26, 2021, Mr. Jaramillo was appointed to the Board of Directors of the Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America and has a year-end of December 31. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented. The unaudited condensed consolidated financial statements of the Company for the three month periods ended March 31, 2021 and 2020 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2020 was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2021. These financial statements should be read in conjunction with that report. Going Concern and Liquidity We have incurred recurring losses since inception and expect to continue to incur losses as a result of legal and professional fees and our corporate general and administrative expenses. At March 31, 2021, we had $95,378 in cash. Our net losses incurred for the three months ended March 31, 2021 were $2,985,449 and working capital deficit was $209,574 at March 31, 2021. As a result, there is substantial doubt about our ability to continue as a going concern. In the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition and long-term prospects. The Company expects to seek to obtain additional funding through increased revenues and future financings. There can be no assurance as to the availability or terms upon which such financing and capital might be available. The accompany financial statements have been prepared assuming that the Company will continues as a going concern. Principles of Consolidation The unaudited condensed 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. 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-year 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 December 31, 2020, the remaining carrying value of the patent was impaired. As of March 31, 2021, the balance is $0. 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 trademark was impaired as of December 31, 2020. Impairment of Long-Lived Assets The Company’s long-lived assets and other assets (consisting of property and equipment) are reviewed for impairment in accordance with the guidance of the FASB ASC Topic 360-10, Property, Plant, and Equipment. Long lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Revenue Recognition Our sales are generated primarily from contracts with customers for the design, development, manufacture, and installation of simulated altitude athletic equipment. We provide our products under fixed-price contracts. Under fixed-price contracts, we agree to perform the specified work for a pre-determined price. To the extent our actual costs vary from the estimates upon which the price was negotiated, we will generate more or less profit or could incur a loss. We account for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. We evaluate the products or services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. The products and services in our contracts are typically not distinct from one another due to their complex relationships, customization, and the significant contract management functions required to perform under the contract. Accordingly, our contracts are typically accounted for as one performance obligation. We determine the transaction price for each contract based on the consideration we expect to receive for the products or services being provided under the contract. We recognize revenue as performance obligations are satisfied and the customer obtains control of the products and services. In determining when performance obligations are satisfied, we consider factors such as contract terms, payment terms and whether there is an alternative future use of the product or service. Substantially all of our revenue is recognized over time as we perform under the contract because if our customer were to terminate the contract for reasons other than our non-performance, we would have the right to recover damages which would include, among other potential damages, the right to payment for our work performed to date plus a reasonable profit to deliver products or services that do not have an alternative use to us. For performance obligations recognized over time, revenue is recognized based on the extent of progress towards completion of the performance obligation, generally using the percentage-of-completion cost-to-cost measure of progress for our contracts because it best depicts the transfer of control to the customer as we incur costs on our contracts. Under the percentage-of-completion cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs to complete the performance obligation. 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. In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees except for certain circumstances. Any transition impact will be a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. We adopted this guidance on January 1, 2019 and the adoption of ASU No. 2018-07 did not have a material impact on our financial statements. 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 carryforwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of March 31, 2021. Interest and penalties in any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the three months ended March 31, 2021. Contingencies Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options Recently Issued Accounting Standards: Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 3 – NOTES PAYABLE Note payable March 31, 2021 December 31, 2020 Accrued Accrued Principal Interest Total Principal Interest Total Joseph B. Frost $ - $ - $ - $ 40,000 $ 22,723 $ 62,723 Joseph B. Frost - - - 500 86 586 Joseph B. Frost - - - 10,000 4,853 14,853 Joseph B. Frost - - - 13,000 6,231 19,231 Robert Kanuth 1,500 118 1,618 1,500 88 1,588 Robert Kanuth 4,200 323 4,523 4,200 240 4,440 Total $ 5,700 $ 441 $ 6,141 $ 69,200 $ 34,221 $ 103,421 On March 2, 2018, Frost, then a director, loaned the Company $40,000 in the form of a promissory note. The note bears interest of 20% and has the term of one year, at which time all principal and interest will be paid in a balloon payment. In February 2021, the Company paid this note and accrued interest. On July 30, 2018, Frost, then a director, loaned the Company $10,000 in the form of a promissory note. The note bears interest of 20% and has the term of one year, at which time all principal and interest will be paid in a balloon payment. In February 2021, the Company paid this note and accrued interest. On August 10, 2018, Frost, a director, loaned the Company $13,000 in the form of a promissory note. The note bears interest of 20% and has the term of six months, at which time all principal and interest will be paid in a balloon payment. In February 2021, the Company paid this note and accrued interest. On November 5, 2018, Frost, a director, loaned the Company $500 in the form of a promissory note. The note bears interest of 8% and has the term of six months, at which time all principal and interest will be paid in a balloon payment. In February 2021, the Company paid this note and accrued interest. On January 24, 2019, Kanuth, an officer and director, loaned the Company $11,000 in the form of a promissory note. The note bears interest of 8% and has the term of one year, at which time all principal and interest will be paid in a balloon payment. On July 15, 2019, the principal of $11,000 and accrued interest of $319 was converted into common stock of the Company. On April 7, 2020, the accrued interest balance was converted into common stock of the Company (see Note 6). On February 4, 2019, Kanuth, an officer and director, loaned the Company $13,197 in the form of a promissory note. The note bears interest of 8% and has the term of one year, at which time all principal and interest will be paid in a balloon payment. On July 15, 2019, the principal of $13,197 was converted into common stock of the Company. On April 7, 2020, the accrued interest balance was converted into common stock of the Company (see Note 6). On February 4, 2019, Kanuth, an officer and director, loaned the Company $5,000 in the form of a promissory note. The note bears interest of 8% and has the term of one year, at which time all principal and interest will be paid in a balloon payment. On July 15, 2019, the principal of $5,000 was converted into common stock of the Company. On April 7, 2020, the accrued interest balance was converted into common stock of the Company (see Note 6). On April 30, 2019, Kanuth, an officer and director, loaned the Company $6,514 in the form of a promissory note. The note bears interest of 8% and has the term of one year, at which time all principal and interest will be paid in a balloon payment. On April 7, 2020, the balance was converted into common stock of the Company (see Note 6). On May 23, 2019, Kanuth, an officer and director, loaned the Company $6,544 in the form of a promissory note. The note bears interest of 8% and has the term of one year, at which time all principal and interest will be paid in a balloon payment. On April 7, 2020, the balance was converted into common stock of the Company (see Note 6). On August 13, 2019, Kanuth, an officer and director, loaned the Company $10,000 in the form of a promissory note. The note bears interest of 8% and has the term of one year, at which time all principal and interest will be paid in a balloon payment. On April 7, 2020, the balance was converted into common stock of the Company (see Note 6). On September 5, 2019, Kanuth, an officer and director, loaned the Company $20,000 in the form of a promissory note. The note bears interest of 8% and has the term of one year, at which time all principal and interest will be paid in a balloon payment. On April 7, 2020, the balance was converted into common stock of the Company (see Note 6). On September 16, 2019, Kanuth, an officer and director, loaned the Company $10,000 in the form of a promissory note. The note bears interest of 8% and has the term of one year, at which time all principal and interest will be paid in a balloon payment. On April 7, 2020, the balance was converted into common stock of the Company (see Note 6). On October 16, 2019, Kanuth, an officer and director, loaned the Company $30,000 in the form of a promissory note. The note bears interest of 8% and has the term of one year, at which time all principal and interest will be paid in a balloon payment. On April 7, 2020, the balance was converted into common stock of the Company (see Note 6). On October 31, 2019, Kanuth, an officer and director, loaned the Company $8,000 in the form of a promissory note. The note bears interest of 8% and has the term of one year, at which time all principal and interest will be paid in a balloon payment. On April 7, 2020, the balance was converted into common stock of the Company (see Note 6). On November 8, 2019, Kanuth, an officer and director, loaned the Company $70,000 in the form of a promissory note. The note bears interest of 8% and has the term of one year, at which time all principal and interest will be paid in a balloon payment. On April 7, 2020, the balance was converted into common stock of the Company (see Note 6). On November 25, 2019, Kanuth, an officer and director, loaned the Company $9,000 in the form of a promissory note. The note bears interest of 8% and has the term of one year, at which time all principal and interest will be paid in a balloon payment. On April 7, 2020, the balance was converted into common stock of the Company (see Note 6). On December 17, 2019, Kanuth, an officer and director, loaned the Company $20,000 in the form of a promissory note. The note bears interest of 8% and has the term of one year, at which time all principal and interest will be paid in a balloon payment. On April 7, 2020, the balance was converted into common stock of the Company (see Note 6). On January 3, 2020, Kanuth, an officer and director, loaned the Company $10,000 in the form of a promissory note. The note bears interest of 8% and has the term of one year, at which time all principal and interest will be paid in a balloon payment. On April 7, 2020, the balance was converted into common stock of the Company (see Note 6). On February 8, 2020, Kanuth, an officer and director, loaned the Company $4,860 in the form of a promissory note. The note bears interest of 8% and has the term of one year, at which time all principal and interest will be paid in a balloon payment. On April 7, 2020, the balance was converted into common stock of the Company (see Note 6). On February 26, 2020, Kanuth, an officer and director, loaned the Company $10,000 in the form of a promissory note. The note bears interest of 8% and has the term of one year, at which time all principal and interest will be paid in a balloon payment. On April 7, 2020, the balance was converted into common stock of the Company (see Note 6). On March 18, 2020, Kanuth, an officer and director, loaned the Company $30,000 in the form of a promissory note. The note bears interest of 8% and has the term of one year, at which time all principal and interest will be paid in a balloon payment. On April 7, 2020, the balance was converted into common stock of the Company (see Note 6). On March 31, 2020, Kanuth, an officer and director, loaned the Company $3,129 in the form of a promissory note. The note bears interest of 8% and has the term of one year, at which time all principal and interest will be paid in a balloon payment. On April 7, 2020, the balance was converted into common stock of the Company (see Note 6). On April 9, 2020, Kanuth, an officer and director, loaned the Company $1,500 in the form of a promissory note. The note bears interest of 8% and has the term of one year, at which time all principal and interest will be paid in a balloon payment. As of March 31, 2021, the principal balance was $1,500 and the accrued interest was $118. On April 15, 2020, Kanuth, an officer and director, loaned the Company $4,200 in the form of a promissory note. The note bears interest of 8% and has the term of one year, at which time all principal and interest will be paid in a balloon payment. As of March 31, 2021, the principal balance was $4,200 and the accrued interest was $323. On May 5, 2020, the Company received $20,800 in the form of a loan through the CARES Act Paycheck Protection Program. The balance at March 31, 2021 was $20,800. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 4 – COMMITMENTS AND CONTINGENCIES The Company is subject, from time to time, to claims by third parties under various legal disputes. The defense of such claims, or any adverse outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition and cash flows. As of May 6, 2021, the Company did not have any legal actions pending against it. On June 27, 2017, Altitude entered a license agreement with Sporting Edge UK (see Note 1), Sporting Edge UK is the sole and exclusive owner of and has the right to license to licensee the ability to manufacture and sell rights to the full range of membrane-based systems for the production of reduced oxygen environments and associated services as well as the use of patents and trademarks held by Sporting Edge UK or Vincent. On January 24, 2019, Altitude and Sporting Edge UK entered into a Revised Licensing Agreement that grants a license to Altitude to use Sporting Edge UK’s proprietary technology related to properly engineered, membrane-based designs for simulated altitude training equipment. The annual license fee under the revised agreement is $1.00 per year. The product line ranges from personal at home use machines to fully integrated environmental rooms and chambers. Altitude has the licensing rights to use all technology to manufacture the products and to sell them (directly or through distributors) in the following territories: ● The Continent of North America, Central America, The Continent of South America. ● Other territories as may be agreed from time to time, on a temporary or permanent basis. All amounts due under the 2017 license agreement were waived, as were all royalty fees. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5 – RELATED PARTY TRANSACTIONS As of March 31, 2021, Robert Kanuth, a director of the Company, is owed $14,254 in accrued expenses and $6,141 in notes payable and the related accrued interest. See Note 7. As of March 31, 2021, Breunich Holding Inc., which is controlled by Greg Breunich, the chief executive officer, chief financial officer and chairman of the Company, is owed $109,328. The payable is non-interest bearing. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 6 – 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 March 31, 2021, and December 31, 2020, 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. The shareholders have one vote per share of common stock. After the closing of certain Stock Purchase Agreements, in private sale transaction and the Share Exchange Agreement, the Company’s common stock had no par value and is registered in New York. On February 10, 2021, the Company filed amended Articles of Incorporation with the State of New York to amend its authorized shares of common stock by an additional 530,000,000 whereas the total authorized is a total of 605,000,000 shares of capital stock consisting of (i) 600,000,000 shares of common stock, no par value, and (ii) 5,000,000 shares of preferred stock, no par value. On January 1, 2020, the Company was contractually obligated to issue its legal counsel 12,500 shares of common stock for legal work for January 2020. The common stock of the Company is thinly traded and had a value of $0.0401 per share, therefore the Company recorded the transaction at $501. On February 1, 2020, the Company was contractually obligated to issue its legal counsel 12,500 shares of common stock for legal work for February 2020. The common stock of the Company is thinly traded and had a value of $0.07 per share, therefore the Company recorded the transaction at $875. On March 1, 2020, the Company was contractually obligated to issue its legal counsel 12,500 shares of common stock for legal work for March 2020. The common stock of the Company is thinly traded and had a value of $0.04 per share, therefore the Company recorded the transaction at $500. On April 1, 2020, the Company was contractually obligated to issue its legal counsel 12,500 shares of common stock for legal work for April 2020. The common stock of the Company is thinly traded and had a value of $0.025 per share, therefore the Company recorded the transaction at $313. On April 7, 2020, Kanuth converted $257,916 of notes and accrued interest into 7,390,144 shares of common stock of the Company, at the current market price of $0.345. On May 1, 2020, the Company was contractually obligated to issue its legal counsel 12,500 shares of common stock for legal work for May 2020. The common stock of the Company is thinly traded and had a value of $0.051 per share, therefore the Company recorded the transaction at $638. On June 1, 2020, the Company was contractually obligated to issue its legal counsel 12,500 shares of common stock for legal work for June 2020. The common stock of the Company is thinly traded and had a value of $0.047 per share, therefore the Company recorded the transaction at $588. On July 1, 2020, the Company was contractually obligated to issue its legal counsel 12,500 shares of common stock for legal work for July 2020. The common stock of the Company is thinly traded and had a value of $0.03 per share, therefore the Company recorded the transaction at $375. On July 9, 2020, Frost converted $158,932 of debt into 7,946,625 shares of common stock. The conversion was at a discount whereas the fair market value was $198,666. The Company recognized a loss of $39,734 related to the discount. On August 1, 2020, the Company was contractually obligated to issue its legal counsel 12,500 shares of common stock for legal work for October 2020. The common stock of the Company is thinly traded and had a value of $0.05 per share, therefore the Company recorded the transaction at $375. On November 1, 2020, the Company was contractually obligated to issue its legal counsel 12,500 shares of common stock for legal work for November 2020. The common stock of the Company is thinly traded and had a value of $0.043 per share, therefore the Company recorded the transaction at $538. On December 1, 2020, the Company was contractually obligated to issue its legal counsel 12,500 shares of common stock for legal work for December 2020. The common stock of the Company is thinly traded and had a value of $0.045 per share, therefore the Company recorded the transaction at $563. On February 2, 2021, the Company issued shares of common stock for services as follows: Elizabeth K. Stahl, 40,000; Robin K. Walker, 100,000; Greg Whyte,1,500,000; and Greg Anthony, 5,000,000. On February 8, 2021, Frost exercised 250,000 options at $0.077 per share for $19,250. As of March 31, 2021, and December 31, 2020, the Company has 51,500,264 and 36,075,995 shares of no par common stock issued, issuable, and outstanding. Stock Option Plan On February 13, 2018, the Company’s shareholders and Board of Directors approved the 2017 Incentive Stock Plan. On January 25, 2019, the Company issued 250,000 options to Vincent. The options vest at a rate of 25% every six months after the grant date and expire upon termination of employment. The exercise price is $0.077. The Black-Scholes calculation valued the options at $15,809, or $0.06 per share. As of March 31, 2021, $5,912 was amortized. These options expired three months following Vincent’s resignation because they were not exercised prior to that time. On January 25, 2019, the Company issued 250,000 options to Frost. The options vest at a rate of 25% every six months after the grant date and expire upon termination of employment. The exercise price is $0.077. The Black-Scholes calculation valued the options at $15,809, or $0.06 per share. On February 8, 2021, Frost exercised the options at $0.077 per share for $19,250. There are currently no stock options currently issued and outstanding under the 2017 Plan, as all 250,000 remaining stock options issued and outstanding were exercised on February 8, 2021. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 7 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission. The Company has determined that there are no other such events that warrant disclosure or recognition in the financial statements, except as stated herein. On April 30, 2021, the Company paid Robert Kanuth $20,000 as a settlement for all liabilities owed to him which totalled $20,395. See Notes 3 and 5. The outbreak of the coronavirus (COVID-19) resulted in increased travel restrictions, and shutdown of businesses, which may cause slower recovery of the economy. We may experience impact from quarantines, market downturns and changes in customer behavior related to pandemic fears and impact on our workforce if the virus continues to spread. In addition, one or more of our customers, partners, service providers or suppliers may experience financial distress, delayed or defaults on payment, file for bankruptcy protection, sharp diminishing of business, or suffer disruptions in their business due to the outbreak. The extent to which the coronavirus impacts our results will depend on future developments and reactions throughout the world, which are highly uncertain and will include emerging information concerning the severity of the coronavirus and the actions taken by governments and private businesses to attempt to contain the coronavirus. It is likely to result in a potential material adverse impact on our business, results of operations and financial condition. Wider-spread COVID-19 globally could prolong the deterioration in economic conditions and could cause decreases in or delays in advertising spending and reduce and/or negatively impact our short-term ability to grow our revenues. Any decreased collectability of accounts receivable, bankruptcy of small and medium businesses, or early termination of agreements due to deterioration in economic conditions could negatively impact our results of operations. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America and has a year-end of December 31. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented. The unaudited condensed consolidated financial statements of the Company for the three month periods ended March 31, 2021 and 2020 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2020 was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2021. These financial statements should be read in conjunction with that report. |
Going Concern and Liquidity | 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 March 31, 2021, we had $95,378 in cash. Our net losses incurred for the three months ended March 31, 2021 were $2,985,449 and working capital deficit was $209,574 at March 31, 2021. As a result, there is substantial doubt about our ability to continue as a going concern. In the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition and long-term prospects. The Company expects to seek to obtain additional funding through increased revenues and future financings. There can be no assurance as to the availability or terms upon which such financing and capital might be available. The accompany financial statements have been prepared assuming that the Company will continues as a going concern. |
Principles of Consolidation | Principles of Consolidation The unaudited condensed 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 | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. |
Property, Plant and Equipment | 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 | 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-year 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 December 31, 2020, the remaining carrying value of the patent was impaired. As of March 31, 2021, the balance is $0. 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 trademark was impaired as of December 31, 2020. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company’s long-lived assets and other assets (consisting of property and equipment) are reviewed for impairment in accordance with the guidance of the FASB ASC Topic 360-10, Property, Plant, and Equipment. Long lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. |
Revenue Recognition | Revenue Recognition Our sales are generated primarily from contracts with customers for the design, development, manufacture, and installation of simulated altitude athletic equipment. We provide our products under fixed-price contracts. Under fixed-price contracts, we agree to perform the specified work for a pre-determined price. To the extent our actual costs vary from the estimates upon which the price was negotiated, we will generate more or less profit or could incur a loss. We account for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. We evaluate the products or services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. The products and services in our contracts are typically not distinct from one another due to their complex relationships, customization, and the significant contract management functions required to perform under the contract. Accordingly, our contracts are typically accounted for as one performance obligation. We determine the transaction price for each contract based on the consideration we expect to receive for the products or services being provided under the contract. We recognize revenue as performance obligations are satisfied and the customer obtains control of the products and services. In determining when performance obligations are satisfied, we consider factors such as contract terms, payment terms and whether there is an alternative future use of the product or service. Substantially all of our revenue is recognized over time as we perform under the contract because if our customer were to terminate the contract for reasons other than our non-performance, we would have the right to recover damages which would include, among other potential damages, the right to payment for our work performed to date plus a reasonable profit to deliver products or services that do not have an alternative use to us. For performance obligations recognized over time, revenue is recognized based on the extent of progress towards completion of the performance obligation, generally using the percentage-of-completion cost-to-cost measure of progress for our contracts because it best depicts the transfer of control to the customer as we incur costs on our contracts. Under the percentage-of-completion cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs to complete the performance obligation. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees except for certain circumstances. Any transition impact will be a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. We adopted this guidance on January 1, 2019 and the adoption of ASU No. 2018-07 did not have a material impact on our financial statements. 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 | 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 | 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 | Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of March 31, 2021. Interest and penalties in any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the three months ended March 31, 2021. |
Contingencies | Contingencies Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options Recently Issued Accounting Standards: Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Note payable March 31, 2021 December 31, 2020 Accrued Accrued Principal Interest Total Principal Interest Total Joseph B. Frost $ - $ - $ - $ 40,000 $ 22,723 $ 62,723 Joseph B. Frost - - - 500 86 586 Joseph B. Frost - - - 10,000 4,853 14,853 Joseph B. Frost - - - 13,000 6,231 19,231 Robert Kanuth 1,500 118 1,618 1,500 88 1,588 Robert Kanuth 4,200 323 4,523 4,200 240 4,440 Total $ 5,700 $ 441 $ 6,141 $ 69,200 $ 34,221 $ 103,421 |
Nature of Operations (Details N
Nature of Operations (Details Narrative) - USD ($) | Dec. 02, 2020 | Nov. 02, 2020 | Aug. 02, 2020 | Jul. 02, 2020 | Jun. 01, 2020 | May 01, 2020 | Apr. 02, 2020 | Mar. 01, 2020 | Feb. 02, 2020 | Jan. 02, 2020 | May 18, 2017 | Mar. 31, 2021 | Feb. 10, 2021 | Jan. 17, 2021 | Dec. 31, 2020 |
Common stock, shares authorized | 100,000,000 | 600,000,000 | 530,000,000 | 600,000,000 | |||||||||||
Common stock, par value | $ 0.001 | ||||||||||||||
Number of common stock shares issued | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | |||||
Value of common stock shares issued | $ 563 | $ 538 | $ 375 | $ 375 | $ 588 | $ 638 | $ 313 | $ 500 | $ 875 | $ 501 | |||||
15 Individuals [Member] | |||||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||||
Number of common stock shares issued | 6,102,000 | ||||||||||||||
Value of common stock shares issued | $ 6,102 | ||||||||||||||
Breunich Holdings, Inc. [Member] | |||||||||||||||
Percentage of shares exchanged for issued and outstanding of common stock | 100.00% | ||||||||||||||
Altitude Shareholders [Member] | |||||||||||||||
Percentage of common shares owned | 20.00% | ||||||||||||||
Breunich Holdings, Inc. Shareholders [Member] | |||||||||||||||
Percentage of common shares owned | 80.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash | $ 95,378 | |
Net loss | (2,985,449) | $ (106,028) |
Working capital | $ 209,574 | |
Amortized intangible asset, useful life | 20 years | |
Intangible Assets | $ 0 | |
Machinery and Equipment [Member] | Minimum [Member] | ||
Estimated useful life | 3 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Estimated useful life | 5 years |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Apr. 15, 2020 | Apr. 09, 2020 | Mar. 31, 2020 | Mar. 18, 2020 | Feb. 26, 2020 | Feb. 08, 2020 | Jan. 03, 2020 | Dec. 17, 2019 | Nov. 25, 2019 | Nov. 08, 2019 | Oct. 31, 2019 | Oct. 16, 2019 | Sep. 16, 2019 | Sep. 05, 2019 | Aug. 13, 2019 | May 23, 2019 | Apr. 30, 2019 | Feb. 04, 2019 | Jan. 24, 2019 | Nov. 05, 2018 | Aug. 10, 2018 | Jul. 30, 2018 | Mar. 02, 2018 | Mar. 31, 2021 | Dec. 31, 2020 | May 05, 2020 | Jul. 15, 2019 |
Notes payable | $ 6,141 | $ 103,421 | |||||||||||||||||||||||||
Paycheck Protection Program CARES Act [Member] | |||||||||||||||||||||||||||
Notes payable | 20,800 | $ 20,800 | |||||||||||||||||||||||||
Joseph B. Frost [Member] | Note Payable #1 [Member] | |||||||||||||||||||||||||||
Notes payable | $ 40,000 | 62,723 | |||||||||||||||||||||||||
Debt instrument, interest rate | 20.00% | ||||||||||||||||||||||||||
Debt instrument, term | 1 year | ||||||||||||||||||||||||||
Joseph B. Frost [Member] | Note Payable #2 [Member] | |||||||||||||||||||||||||||
Notes payable | $ 10,000 | 586 | |||||||||||||||||||||||||
Debt instrument, interest rate | 20.00% | ||||||||||||||||||||||||||
Debt instrument, term | 1 year | ||||||||||||||||||||||||||
Joseph B. Frost [Member] | Note Payable #3 [Member] | |||||||||||||||||||||||||||
Notes payable | $ 13,000 | 14,853 | |||||||||||||||||||||||||
Debt instrument, interest rate | 20.00% | ||||||||||||||||||||||||||
Debt instrument, term | 6 months | ||||||||||||||||||||||||||
Joseph B. Frost [Member] | Note Payable #4 [Member] | |||||||||||||||||||||||||||
Notes payable | $ 500 | 19,231 | |||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||
Debt instrument, term | 6 months | ||||||||||||||||||||||||||
Robert Kanuth [Member] | Note Payable #1 [Member] | |||||||||||||||||||||||||||
Notes payable | $ 11,000 | $ 11,000 | |||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||
Debt instrument, term | 1 year | ||||||||||||||||||||||||||
Accrued interest | 319 | ||||||||||||||||||||||||||
Robert Kanuth [Member] | Note Payable #2 [Member] | |||||||||||||||||||||||||||
Notes payable | $ 13,197 | 13,197 | |||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||
Debt instrument, term | 1 year | ||||||||||||||||||||||||||
Robert Kanuth [Member] | Note Payable #3 [Member] | |||||||||||||||||||||||||||
Notes payable | $ 5,000 | $ 5,000 | |||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||
Debt instrument, term | 1 year | ||||||||||||||||||||||||||
Robert Kanuth [Member] | Note Payable #4 [Member] | |||||||||||||||||||||||||||
Notes payable | $ 6,514 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||
Debt instrument, term | 1 year | ||||||||||||||||||||||||||
Robert Kanuth [Member] | Note Payable #5 [Member] | |||||||||||||||||||||||||||
Notes payable | $ 6,544 | 1,618 | 1,588 | ||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||
Debt instrument, term | 1 year | ||||||||||||||||||||||||||
Robert Kanuth [Member] | Note Payable #6 [Member] | |||||||||||||||||||||||||||
Notes payable | $ 10,000 | 4,523 | $ 4,440 | ||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||
Debt instrument, term | 1 year | ||||||||||||||||||||||||||
Robert Kanuth [Member] | Note Payable #7 [Member] | |||||||||||||||||||||||||||
Notes payable | $ 20,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||
Debt instrument, term | 1 year | ||||||||||||||||||||||||||
Robert Kanuth [Member] | Note Payable #8 [Member] | |||||||||||||||||||||||||||
Notes payable | $ 10,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||
Debt instrument, term | 1 year | ||||||||||||||||||||||||||
Robert Kanuth [Member] | Note Payable #9 [Member] | |||||||||||||||||||||||||||
Notes payable | $ 30,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||
Debt instrument, term | 1 year | ||||||||||||||||||||||||||
Robert Kanuth [Member] | Note Payable #10 [Member] | |||||||||||||||||||||||||||
Notes payable | $ 8,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||
Debt instrument, term | 1 year | ||||||||||||||||||||||||||
Robert Kanuth [Member] | Note Payable #11 [Member] | |||||||||||||||||||||||||||
Notes payable | $ 70,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||
Debt instrument, term | 1 year | ||||||||||||||||||||||||||
Robert Kanuth [Member] | Note Payable #12 [Member] | |||||||||||||||||||||||||||
Notes payable | $ 9,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||
Debt instrument, term | 1 year | ||||||||||||||||||||||||||
Robert Kanuth [Member] | Note Payable #13 [Member] | |||||||||||||||||||||||||||
Notes payable | $ 20,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||
Debt instrument, term | 1 year | ||||||||||||||||||||||||||
Robert Kanuth [Member] | Note Payable #14 [Member] | |||||||||||||||||||||||||||
Notes payable | $ 10,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||
Debt instrument, term | 1 year | ||||||||||||||||||||||||||
Robert Kanuth [Member] | Note Payable #15 [Member] | |||||||||||||||||||||||||||
Notes payable | $ 4,860 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||
Debt instrument, term | 1 year | ||||||||||||||||||||||||||
Robert Kanuth [Member] | Note Payable #16 [Member] | |||||||||||||||||||||||||||
Notes payable | $ 10,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||
Debt instrument, term | 1 year | ||||||||||||||||||||||||||
Robert Kanuth [Member] | Note Payable #17 [Member] | |||||||||||||||||||||||||||
Notes payable | $ 30,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||
Debt instrument, term | 1 year | ||||||||||||||||||||||||||
Robert Kanuth [Member] | Note Payable #18 [Member] | |||||||||||||||||||||||||||
Notes payable | $ 3,129 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||
Debt instrument, term | 1 year | ||||||||||||||||||||||||||
Robert Kanuth [Member] | Note Payable #19 [Member] | |||||||||||||||||||||||||||
Notes payable | $ 1,500 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||
Debt instrument, term | 1 year | ||||||||||||||||||||||||||
Robert Kanuth [Member] | Note Payable #19 [Member] | |||||||||||||||||||||||||||
Notes payable | 1,500 | ||||||||||||||||||||||||||
Accrued interest | 118 | ||||||||||||||||||||||||||
Robert Kanuth [Member] | Note Payable #20 [Member] | |||||||||||||||||||||||||||
Notes payable | $ 4,200 | 4,200 | |||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||
Debt instrument, term | 1 year | ||||||||||||||||||||||||||
Accrued interest | $ 323 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Aug. 13, 2019 | Jul. 15, 2019 | May 23, 2019 | Apr. 30, 2019 | Feb. 04, 2019 | Jan. 24, 2019 | Nov. 05, 2018 | Aug. 10, 2018 | Jul. 30, 2018 | Mar. 02, 2018 |
Principal | $ 5,700 | $ 69,200 | ||||||||||
Accrued interest | 441 | 34,221 | ||||||||||
Total | 6,141 | 103,421 | ||||||||||
Note Payable #1 [Member] | Joseph B. Frost [Member] | ||||||||||||
Principal | 40,000 | |||||||||||
Accrued interest | 22,723 | |||||||||||
Total | 62,723 | $ 40,000 | ||||||||||
Note Payable #1 [Member] | Robert Kanuth [Member] | ||||||||||||
Total | $ 11,000 | $ 11,000 | ||||||||||
Note Payable #2 [Member] | Joseph B. Frost [Member] | ||||||||||||
Principal | 500 | |||||||||||
Accrued interest | 86 | |||||||||||
Total | 586 | $ 10,000 | ||||||||||
Note Payable #2 [Member] | Robert Kanuth [Member] | ||||||||||||
Total | 13,197 | $ 13,197 | ||||||||||
Note Payable #3 [Member] | Joseph B. Frost [Member] | ||||||||||||
Principal | 10,000 | |||||||||||
Accrued interest | 4,853 | |||||||||||
Total | 14,853 | $ 13,000 | ||||||||||
Note Payable #3 [Member] | Robert Kanuth [Member] | ||||||||||||
Total | $ 5,000 | $ 5,000 | ||||||||||
Note Payable #4 [Member] | Joseph B. Frost [Member] | ||||||||||||
Principal | 13,000 | |||||||||||
Accrued interest | 6,231 | |||||||||||
Total | 19,231 | $ 500 | ||||||||||
Note Payable #4 [Member] | Robert Kanuth [Member] | ||||||||||||
Total | $ 6,514 | |||||||||||
Note Payable #5 [Member] | Robert Kanuth [Member] | ||||||||||||
Principal | 1,500 | 1,500 | ||||||||||
Accrued interest | 118 | 88 | ||||||||||
Total | 1,618 | 1,588 | $ 6,544 | |||||||||
Note Payable #6 [Member] | Robert Kanuth [Member] | ||||||||||||
Principal | 4,200 | 4,200 | ||||||||||
Accrued interest | 323 | 240 | ||||||||||
Total | $ 4,523 | $ 4,440 | $ 10,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Jan. 24, 2019 |
Revised Licensing Agreement [Member] | |
Annual license fee, description | The annual license fee under the revised agreement is $1.00 per year. |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Mar. 31, 2021USD ($) |
Robert Kanuth [Member] | |
Due to directors | $ 14,254 |
Accrued expenses | 6,141 |
Greg Breunich [Member] | |
Due to related party | $ 109,328 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Feb. 08, 2021 | Feb. 02, 2021 | Dec. 02, 2020 | Nov. 02, 2020 | Aug. 02, 2020 | Jul. 09, 2020 | Jul. 02, 2020 | Jun. 01, 2020 | May 01, 2020 | Apr. 07, 2020 | Apr. 02, 2020 | Mar. 01, 2020 | Feb. 02, 2020 | Jan. 02, 2020 | Jan. 25, 2019 | May 18, 2017 | Feb. 05, 2015 | Mar. 31, 2021 | Feb. 10, 2021 | Dec. 31, 2020 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||||
Preferred stock, shares issued | ||||||||||||||||||||
Preferred stock, shares outstanding | ||||||||||||||||||||
Preferred stock, no par value | ||||||||||||||||||||
Common stock, shares authorized | 100,000,000 | 600,000,000 | 530,000,000 | 600,000,000 | ||||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||||||||
Common stock voting rights, description | The shareholders have one vote per share of common stock. | |||||||||||||||||||
Capital stock shares authorized | 605,000,000 | |||||||||||||||||||
Common stock, no par value | ||||||||||||||||||||
Number of common stock shares issued | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | ||||||||||
Shares issued price per share | $ 0.045 | $ 0.043 | $ 0.05 | $ 0.03 | $ 0.047 | $ 0.051 | $ 0.025 | $ 0.04 | $ 0.07 | $ 0.0401 | ||||||||||
Proceeds from common stock shares issued | $ 563 | $ 538 | $ 375 | $ 375 | $ 588 | $ 638 | $ 313 | $ 500 | $ 875 | $ 501 | ||||||||||
Options exercised | $ 19,250 | |||||||||||||||||||
Common stock, shares issued | 58,646,681 | 51,537,764 | ||||||||||||||||||
Common stock, shares outstanding | 58,646,681 | 51,537,764 | ||||||||||||||||||
Board of Directors [Member] | ||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | |||||||||||||||||||
Preferred stock voting rights description | Each share of the preferred stock is entitled to one vote and is convertible into one share of common stock. | |||||||||||||||||||
Robert Kanuth [Member] | ||||||||||||||||||||
Conversion of promissory notes, accounts payable and accrued interest in shares | $ 257,916 | |||||||||||||||||||
Conversion of promissory notes, accounts payable and accrued interest in shares, shares | 7,390,144 | |||||||||||||||||||
Market price | $ 0.345 | |||||||||||||||||||
Frost [Member] | ||||||||||||||||||||
Conversion of promissory notes, accounts payable and accrued interest in shares | $ 158,932 | |||||||||||||||||||
Conversion of promissory notes, accounts payable and accrued interest in shares, shares | 7,946,625 | |||||||||||||||||||
Market price | $ 0.06 | |||||||||||||||||||
Fair value of promissory notes | $ 198,666 | |||||||||||||||||||
Common stock discount on shares | $ 39,734 | |||||||||||||||||||
Options exercised | $ 19,250 | |||||||||||||||||||
Options exercised, shares | 250,000 | |||||||||||||||||||
Stock options, exercise price | $ 0.077 | $ 0.077 | ||||||||||||||||||
Stock options issued | 250,000 | |||||||||||||||||||
Stock options, description | 25% every six months after the grant date and expire upon termination of employment. | |||||||||||||||||||
Fair value of options | $ 15,809 | |||||||||||||||||||
Elizabeth K. Stahl [Member] | ||||||||||||||||||||
Common stock issued for services | 40,000 | |||||||||||||||||||
Robin K. Walkerl [Member] | ||||||||||||||||||||
Common stock issued for services | 100,000 | |||||||||||||||||||
Greg Whyte [Member] | ||||||||||||||||||||
Common stock issued for services | 1,500,000 | |||||||||||||||||||
Greg Anthony [Member] | ||||||||||||||||||||
Common stock issued for services | 5,000,000 | |||||||||||||||||||
Vincent [Member] | ||||||||||||||||||||
Market price | $ 0.06 | |||||||||||||||||||
Stock options, exercise price | $ 0.077 | |||||||||||||||||||
Stock options issued | 250,000 | |||||||||||||||||||
Stock options, description | 25% every six months after the grant date and expire upon termination of employment. | |||||||||||||||||||
Fair value of options | $ 15,809 | |||||||||||||||||||
Amortization od stock options | $ 5,912 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Robert Kanuth [Member] - USD ($) | Apr. 30, 2021 | Mar. 31, 2021 |
Due to related party | $ 14,254 | |
Subsequent Event [Member] | ||
Payments of related party debt | $ 20,000 | |
Due to related party | $ 20,395 |