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 100 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 20 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 On May 28, 2021, the Company’s Board of Directors, as allowed in the Company’s Bylaws, approved an increase to the maximum number of individuals on the Board of Directors to thirteen. On July 6, 2021, Altitude International Holdings, Inc. (“Altitude” or the “Company”) entered into a Share Exchange Agreement (the “Agreement”) with Breunich Holdings, Inc., a Delaware entity (“BHI”). BHI is a holding company with seven operating LLCs, including CMA Soccer, LLC, ITA-USA Enterprise LLC, Trident Water LLC, North Miami Beach Academy LLC, NVL Volleyball Academy LLC, Six Log Cleaning and Sanitizing LLC, and Altitude Wellness LLC. Pursuant to the terms of the Agreement, the Company agreed to issue 295,986,724 100 51 Following the Agreement, BHI will be a wholly owned subsidiary of the Company, with each of its subsidiaries operating as wholly owned subsidiaries. At the Closing of the Share Exchange Agreement on July 23, 2021, Altitude acquired 100 On July 21, 2021, the Company filed a Certificate of Designation for Series A Preferred Stock. Nature of Operations Altitude International Holdings, Inc. is a multi-faceted organization focused on integrating advanced training and hydration technology with specialized sports training. Since 2017, Altitude has specialized in creating properly engineered, membrane-based designs for simulated altitude training equipment. The product line ranges from personal at home use machines to fully integrated environmental rooms and chambers, and has been used by colleges, an NFL team and NBA team. On July 23, 2021, Altitude executed a Share Exchange Agreement with Breunich Holdings, Inc. (“BHI”) through which it acquired BHI and its several operating subsidiaries: Altitude Academies (formerly “ITA-USA Enterprise, LLC doing business as Club Med Academies”), Altitude Soccer (formerly “CMA Soccer, LLC”), Altitude Volleyball (formerly “NVL Academy LLC”), North Miami Beach Academy LLC, Altitude Water (formerly “Trident Water, LLC”), Six Log Cleaning & Sanitizing LLC, and Altitude Wellness. Since the Closing of the Share Exchange Agreement, Altitude operates in various business divisions through its subsidiaries, mainly within performance training and specialized academic environments. It also manages and operates a subsidiary that manufactures Pure Water Generators utilizing a patented ozonated water treatment technology. This technology produces pure, oxygenated drinking water from the humidity in the air. 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 0.001 6,102,000 0.001 6,102 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. 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 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. On August 21, 2020, the name change was effected with the State of New York. Following the Share Exchange, the Company, through its operating subsidiary, Altitude, specializes in creating uniquely engineered, membrane-based designs for simulated altitude training environments. The product line ranges from personal at home use machines to fully integrated environmental rooms and chambers. Through a license agreement with Sporting Edge UK, a brand well-established in the United Kingdom, the Company intends to expand its technology into the American marketplace, where the appetite for increasing performance in elite athletes, professional sports, equine sports, and universities and colleges is immense. Additionally, 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 July 6, 2021, Altitude International Holdings, Inc. (“Altitude” or the “Company”) entered into a Share Exchange Agreement (the “Agreement”) with Breunich Holdings, Inc., a Delaware entity (“BHI”), and the shareholders of BHI. BHI is a holding company with seven operating LLCs, including CMA Soccer, LLC, ITA-USA Enterprise LLC, Trident Water LLC, North Miami Beach Academy LLC, NVL Volleyball Academy LLC, Six Log Cleaning and Sanitizing LLC, and Altitude Wellness LLC. Pursuant to the terms of the Agreement, the Company agreed to issue 295,986,724 100 51 At the Closing of the Share Exchange Agreement on July 23, 2021, Altitude acquired 100 Changes in Management and the Board of Directors On January 25, 2019, Robert Kanuth was appointed as the Company’s new CEO and David Vincent resigned as CEO and was appointed as the Company’s Chief Technology Officer. On June 27, 2019, Greg Anthony and Peter Sandore were elected to serve on the Board of Directors. On August 20, 2019, Dave Vincent resigned as a director and CTO of the Company. On September 19, 2019, Greg Anthony was appointed as President of the Company. On July 6, 2020, Greg Whyte resigned as a director of the Company. On July 6, 2020, Greg Whyte resigned as a director of the Company. On July 28, 2020, Peter Sandore resigned as director of the Company. On December 20, 2020, Greg Whyte, David Vincent, and Greg Breunich were appointed as directors of the Company to fill the vacancies left upon the resignation of its former directors. On January 6, 2021, Robert Kanuth, Chief Executive Officer, Chief Financial Officer, and a member of the Board of Directors resigned as Chief Executive Officer and Chief Financial Officer of the Company. He also resigned as Chairman of the Board of Directors but remains a member of the Board of Directors of the Company. On January 6, 2021, Greg Breunich was appointed Chief Executive Officer, Chief Financial Officer, and Chairman of the Board of Directors of the Company. On February 2, 2021, Greg Anthony was appointed Chief Communications Officer and Company Spokesperson of the Company. On March 19, 2021, Joseph B. Frost resigned as a director and officer of the Company. On March 24, 2021, Gabe Jaramillo was appointed as Executive Vice President and Director of Tennis Training. On March 26, 2021, Mr. Jaramillo was appointed to the Board of Directors of the Company. On July 23, 2021, Scott Del Mastro was appointed to the Board of Directors of the Company. On October 7, 2021, David Vincent resigned as a director of the Company. On October 22, 2021, Bob Kanuth and Lesley Visser resigned as directors of the Company. |