Cover
Cover - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 14, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | ||||
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Document Period End Date | Dec. 31, 2021 | |||
Document Fiscal Period Focus | FY | |||
Document Fiscal Year Focus | 2021 | |||
Current Fiscal Year End Date | --12-31 | |||
Entity File Number | 000-55639 | |||
Entity Registrant Name | ALTITUDE INTERNATIONAL HOLDINGS, INC. | |||
Entity Central Index Key | 0001664127 | |||
Entity Tax Identification Number | 13-3778988 | |||
Entity Incorporation, State or Country Code | NY | |||
Entity Address, Address Line One | 4500 SE Pine Valley Street | |||
Entity Address, City or Town | Port Saint Lucie | |||
Entity Address, State or Province | FL | |||
Entity Address, Postal Zip Code | 34952 | |||
City Area Code | 772 | |||
Local Phone Number | 323-0625 | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | false | |||
Entity Shell Company | false | |||
Entity Public Float | $ 4,879,030 | |||
Entity Common Stock, Shares Outstanding | 369,108,405 | |||
Auditor Firm ID | 76 | 5041 | ||
Auditor Name | Turner, Stone & Company, L.L.P | BF Borgers CPA PC | ||
Auditor Location | Dallas, Texas | Lakewood, CO |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 423,165 | $ 134,003 |
Accounts receivable, net | 91,520 | 269,962 |
Inventory | 161,235 | 50,536 |
Prepaid expense | 88,134 | 202,003 |
Total current assets | 764,054 | 656,504 |
Fixed assets, net | 71,036 | 286,099 |
Intangible assets, net | 287,500 | 0 |
Goodwill | 29,493,398 | 0 |
Total assets | 30,615,988 | 942,603 |
Current liabilities | ||
Notes payable - related party | 69,200 | |
Notes payable | 934,568 | |
Accounts payable and accrued expenses | 436,896 | 466,708 |
Accounts payable and accrued expenses - related party | 113,422 | |
Stockholders’ advance | 36,211 | 36,211 |
PPP loan | 20,800 | 30,595 |
Deferred revenue | 1,388,126 | 1,378,502 |
Total current liabilities | 1,882,033 | 3,029,206 |
Non-current liabilities | ||
Notes payable, net of current portion | 1,288,887 | 263,300 |
Total non-current liabilities | 1,288,887 | 263,300 |
Total liabilities | 3,170,920 | 3,292,506 |
Commitments and contingencies - Note 7 | ||
Stockholders’ equity (deficit) | ||
Preferred stock - no par value, 5,000,000 shares authorized, 51 and 0 shares issued and outstanding at December 31, 2021 and 2020, respectively | ||
Common stock - no par value, 600,000,000 shares authorized, 358,070,905 and 51,487,764 shares issued, issuable, and outstanding at December 31, 2021 and 2020, respectively | 30,362,949 | 3,091,136 |
Members’ deficit | (1,981,343) | |
Additional paid in capital | (1,270,366) | |
Accumulated deficit | (2,917,881) | (2,144,876) |
Total stockholders’ equity (deficit) | 27,445,068 | (2,305,449) |
Non-controlling members’ deficit | (44,454) | |
Total liabilities and stockholders’ equity (deficit) | $ 30,615,988 | $ 942,603 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, no par value | $ 0 | $ 0 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 51 | 0 |
Preferred stock, shares outstanding | 51 | 0 |
Common Stock, No Par Value | $ 0 | $ 0 |
Common Stock, Shares Authorized | 600,000,000 | 600,000,000 |
Common Stock, Shares, Issued | 358,070,905 | 51,487,764 |
Common Stock, Shares, Outstanding | 358,070,905 | 51,487,764 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 6,595,867 | $ 5,524,410 |
Operating expenses | ||
Direct costs of revenue | 2,862,941 | 2,217,974 |
Professional fees | 407,401 | 106,639 |
Salary expenses | 2,396,915 | 1,478,414 |
Stock-based compensation | 657,947 | |
Marketing expense | 240,080 | 108,229 |
Rent expense | 648,080 | 98,209 |
Impairment expense | 378,433 | |
Other general and administrative expenses | 1,804,505 | 1,723,531 |
Total operating expenses | 9,017,869 | 6,111,429 |
Loss from operations | (2,422,002) | (587,019) |
Other income (expenses) | ||
Loss on settlement of debt | (11,754) | |
Gain on forgiveness of PPP loans | 614,972 | 507,207 |
Interest expense | (22,833) | (45,486) |
Total other income (expenses) | 580,385 | 461,721 |
Net loss before non-controlling interest | (1,841,617) | (125,298) |
Net loss attributable to non-controlling interests | (20,011) | |
Net loss | $ (1,841,617) | $ (105,287) |
Earnings per share - basic and fully diluted | $ (0.01) | $ 0 |
Weighted average number of shares of common stock - basic and fully diluted | 189,059,461 | 45,323,448 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Deficit - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Members Deficit [Member] | Noncontrolling Interest [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2019 | $ 100 | $ (1,864,881) | $ (159,444) | $ (37,180) | $ (2,061,405) | ||
Balance, shares at Dec. 31, 2019 | |||||||
Capital contribution | 135,001 | 135,001 | |||||
Net loss | (116,462) | (20,011) | 11,175 | (125,298) | |||
Balance at Dec. 31, 2020 | 100 | (1,981,343) | (44,454) | (26,005) | (2,051,702) | ||
Balance, shares at Dec. 31, 2020 | |||||||
Private placement sale of common stock of Breunich Holdings, Inc. | 1,251,000 | 1,251,000 | |||||
Options exercised into common stock | $ 19,250 | 19,250 | |||||
Options exercised into common stock, shares | 250,000 | ||||||
Acquisition of Altitude International Holdings | $ 29,598,672 | (100) | 730,343 | 44,454 | (1,050,259) | 29,323,110 | |
Acquisition of Altitude International Holdings, shares | 51 | 354,576,988 | |||||
Net loss | (1,841,617) | (1,841,617) | |||||
Issuance of common stock for services | $ 657,947 | 657,947 | |||||
Issuance of common stock for services, shares | 3,062,500 | ||||||
Conversion of debt to common stock | $ 87,080 | 87,080 | |||||
Conversion of debt to common stock, shares | 181,417 | ||||||
Balance at Dec. 31, 2021 | $ 30,362,949 | $ (2,917,881) | $ 27,445,068 | ||||
Balance, shares at Dec. 31, 2021 | 51 | 358,070,905 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (1,841,617) | $ (125,298) |
Net loss attributable to non-controlling interest | 20,011 | |
Adjustments to reconcile net loss to net cash used in operations: | ||
Depreciation and amortization expense | 229,530 | 51,189 |
Goodwill impairment | 378,433 | |
Stock-based compensation | 657,947 | |
Bad debt expense | 205,455 | |
Gain on forgiveness of PPP loans | (614,972) | |
Loss on forgiveness of debt | 11,754 | (507,207) |
Change in assets and liabilities: | ||
Accounts receivable | (27,013) | 37,593 |
Inventory | (110,699) | (25,674) |
Prepaid expense | 113,869 | 48,450 |
Accounts payable and accrued expenses | (84,658) | (131,654) |
Accounts payable and accrued expenses - related party | (113,422) | (3,754) |
Deferred revenue | (116,413) | (640,881) |
Net cash used in operating activities | (1,690,239) | (898,792) |
Cash flows used in investing activities: | ||
Acquisition of ALTD, net | 4,122 | |
Purchase of fixed assets | (1,967) | (11,667) |
Net cash provided by (used in) investing activities | 2,155 | (11,667) |
Cash flows from financing activities: | ||
Proceeds from notes payable | 500,000 | 673,465 |
Proceeds from PPP loans | 584,377 | 30,595 |
Proceeds from private placement of BHI common stock | 1,251,000 | |
Partners’ capital, net | 90,127 | |
Proceeds from stock options exercised | 19,250 | |
Repayment of notes payable to related parties | (69,200) | |
Repayment of notes payable | (308,181) | |
Net cash provided by financing activities | 1,977,246 | 794,187 |
Net increase (decrease) in cash | 289,162 | (116,272) |
Cash at beginning of period | 134,003 | 250,275 |
Cash at end of period | 423,165 | 134,003 |
Cash paid for interest | 23,651 | 45,522 |
Cash paid for taxes | ||
Non-cash investing and financing activities: | ||
Issuance of common stock for acquisition | 29,598,672 | |
Issuance of common stock for accounts payable settlement | $ 90,708 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NOTE 1 – NATURE OF OPERATIONS Company Background Altitude International Holdings, Inc. (f/k/a Altitude International, Inc., the “Company,” “we,” “us,” “our,” or “Altitude-NY”), was incorporated in the State of New York on July 13, 1994 as “Titan Computer Services, Inc.” On August 21, 2020, the Company filed with the State of New York to change the name from Altitude International, Inc. to Altitude International Holdings, Inc. On June 27, 2017, the Company successfully closed a Share Exchange transaction (the “Share Exchange”) with the shareholders of Altitude International, Inc. (“Altitude”), a Wisconsin corporation. Altitude was incorporated on May 18, 2017, under the laws of the state of Wisconsin and has been operating as a wholly owned subsidiary of Altitude-NY since the Share Exchange. Altitude operates through Northern, Central, and South America sales to execute the current business plan of athletic training industry, specifically altitude training. Our objective is to be recognized as one of the upper tier specialty altitude training equipment providers in the Americas. On April 24, 2020, the Company formed a wholly owned subsidiary in Wisconsin called “Altitude Sports Management Corp.,” which has no activity to date. On July 6, 2021, Altitude International Holdings, Inc. (“Altitude” or the “Company”) entered into a Share Exchange Agreement (the “Agreement”) with Breunich Holdings, Inc., a Delaware entity (“BHI”). BHI is a holding company with seven operating LLCs, including CMA Soccer, LLC, ITA-USA Enterprise LLC, Trident Water LLC, North Miami Beach Academy LLC, NVL Volleyball Academy LLC, Six Log Cleaning and Sanitizing LLC, and Altitude Wellness LLC. Pursuant to the terms of the Agreement, the Company agreed to issue 295,986,724 shares of its common stock to the shareholders of BHI in exchange for 100 % ownership of BHI. The Company also agreed to issue 51 shares of its Series A preferred stock to Gregory Breunich as part of the agreement. 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 November 5, 2021, the Company formed Altitude Online Learning LLC, a Florida limited liability company. As of December 31, 2021, this entity had no activity. Nature of Operations Altitude International Holdings, Inc. is a multi-faceted organization focused on integrating advanced training and hydration technology with specialized sports training. Since 2017, Altitude has specialized in creating properly engineered, membrane-based designs for simulated altitude training equipment. The product line ranges from personal at home use machines to fully integrated environmental rooms and chambers and has been used at a university and an NFL team. An NBA team has placed an order. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America and has a year-end of December 31. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Altitude. All significant intercompany balances and transactions have been eliminated in the consolidation. The consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles (“GAAP”) and stated in United States dollars, have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission. ITA-USA Enterprise LLC, CMA Soccer LLC NVL Academy LLC Trident Water LLC North Miami Beach Academy LLC Six Log Cleaning & Sanitizing, LLC Altitude International, Inc. Altitude Wellness LLC focuses on helping our members reach their individual health goals by offering various experiences that enhance the way you look and feel. Multiple modalities ranging from altitude chambers, cryo chambers, ozone chamber, red light therapy, IV therapy, infrared sauna, and neuro feedback are just a few of the treatments that will be available. The Altitude Wellness Experience will be a combination of a hundred little things that make each member feel special. From warm and chilled eucalyptus towels when you arrive to fresh juices and healthy snacks, all is vital to the experience. The highly trained staff will include nurses, dietitians, trainers, therapists, and health specialists. Each will know the patient by name and be familiar with their profile, which will be completed on the app and available to the Experience Specialists upon each check-in. As of December 31, 2021, Altitude Wellness is not operating. Altitude Online Learning LLC Altitude Sports Management Corp. All intercompany accounts and transactions are eliminated in consolidation. Going Concern and Liquidity We have incurred recurring losses since inception and expect to continue to incur losses as a result of legal and professional fees and our corporate general and administrative expenses. On December 31, 2021, we had $ 423,165 in cash. Our net losses incurred for the year ended December 31, 2021 were $ 1,841,617 and working capital deficit was $ 1,117,979 at December 31, 2021. As a result, there is substantial doubt about our ability to continue as a going concern. In the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition and long-term prospects. The Company expects to seek to obtain additional funding through increased revenues and future financings. There can be no assurance as to the availability or terms upon which such financing and capital might be available. The accompany financial statements have been prepared assuming that the Company will continues as a going concern. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash is comprised of cash balances. Cash is held at major financial institutions and is subject to credit risk to the extent that those balances exceed applicable Federal Deposit Insurance Corporation (“FDIC”) of $ 250,000 . The Company had material balances in excess of the insured limits as of December 31, 2021, and 2020 of approximately $ 173,000 and $ 0 , respectively. Accounts Receivable Accounts receivable for tuition is recorded by the Company. As of December 31, 2021, and 2020, the balances were $ 91,520 and $ 269,962 , net of allowances. There were allowances for doubtful accounts of $ 205,455 and $ 0 at December 31, 2021 and 2020, respectively. The credit terms provided are as follows: 1. Altitude Academies – The tuition is paid typically in two installments but, on a case-by-case basis, modifications do occur. 2. Altitude Water – The normal credit terms is 50% down with final payment upon delivery. 3. Altitude Chambers – The normal credit terms is 50% down with progress payments until final payment upon delivery. Bad debt expense is determined based on the aging of accounts receivable and subsequent collections. Typically, receivables aged 60 days, or more is reviewed for determination. Receivables over 90 days, unless payment terms with some payments made to date, are reserved as additional allowance for doubtful accounts. Fixed Assets Fixed assets are stated at cost, net of accumulated depreciation. Expenditures that extend the life, increase the capacity, or improve the efficiency of property and equipment are capitalized, while expenditures for repairs and maintenance are expensed as incurred. Depreciation is recognized using the straight-line method over the following approximate useful lives: SCHEDULE OF ESTIMATED USEFUL LIVES Computers, software, and office equipment 1 6 Machinery and equipment 3 5 Leasehold improvements Lesser of lease term or estimated useful life Operating / shop equipment 4 7 Transportation equipment 5 6 Leases In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) as codified in Accounting Standards Codification (“ASC”) No. 842 (“ASC 842”). ASU 2016-02, ASC 842, and additional issued guidance are intended to improve financial reporting of leasing transactions by requiring organizations that lease assets to recognize assets and liabilities for the rights and obligations created by leases that extend more than twelve months. As a result of the adoption of the new lease accounting guidance using the effective date transition method, on January 1, 2019, the Company did not have any lease obligations that extended more than twelve months except for two warehouse leases for Trident Water, which were thirteen months. We include options to extend or terminate the lease in the lease term for accounting considerations, when it is reasonably certain that we will exercise that option. Our leases have remaining lease terms of less than 1 year. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We do not recognize leases with an initial term of twelve months or less on the balance sheet and instead recognize the related lease payments as expense in the consolidated statements of income on a straight-line basis over the lease term. We account for lease and non-lease components as a single lease component for all asset classes. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Inventory and Direct Costs of Revenue The inventory is comprised of Atmospheric Water Generators (“AWG’s”) at Trident and chamber related parts at Altitude International and are valued at the lower of cost or market. As of December 31, 2021, and 2020, the inventory was valued at $ 161,235 50,536 Inventory is comprised of: SCHEDULE OF INVENTORY Finished Goods $ 33,000 Parts $ 128,235 Total $ 161,235 Impairment of Long-Lived Assets The Company’s long-lived assets and other assets (consisting of property and equipment) are reviewed for impairment in accordance with the guidance of the FASB ASC Topic 360-10, Property, Plant, and Equipment. Long lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Revenue Recognition Our sales are generated from three revenue streams: 1) contracts with customers for the design, development, manufacture, and installation of simulated altitude athletic equipment, 2) sports training and academic tuition, and 3) water filtration systems. For the simulated athletic equipment and the water filtration systems, we provide our products under fixed-price contracts. Under fixed-price contracts, we agree to perform the specified work for a pre-determined price. To the extent our actual costs vary from the estimates upon which the price was negotiated, we will generate more or less profit or could incur a loss. We account for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. We evaluate the products or services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. The products and services in our contracts are typically not distinct from one another due to their complex relationships, customization, and the significant contract management functions required to perform under the contract. Accordingly, our contracts are typically accounted for as one performance obligation, except for the simulated altitude athletic equipment whereas there is a service obligation over a period of time. We determine the transaction price for each contract based on the consideration we expect to receive for the products or services being provided under the contract. In regard to the simulated altitude athletic equipment and the water filtration systems, we recognize revenue as performance obligations are satisfied and the customer obtains control of the products and services. In determining when performance obligations are satisfied, we consider factors such as contract terms, payment terms and whether there is an alternative future use of the product or service. Substantially all of our revenue is recognized over time as we perform under the contract because if our customer were to terminate the contract for reasons other than our non-performance, we would have the right to recover damages which would include, among other potential damages, the right to payment for our work performed to date plus a reasonable profit to deliver products or services that do not have an alternative use to us. In regard to the sports training and academics tuition revenue recognition policy, the tuition is recognized over the course of the training period which is typically a semester. In determining when performance obligations are satisfied, we consider factors as to actual attendance at the academy. Deferred Revenue Our payment terms generally require a substantial initial deposit to confirm a reservation and tuition for the school year or training period. Historically, our deferred revenue balances are comprised solely of customer deposit balances and changes from period to period due to the seasonal nature of billings and cash collections, the amount of students in each program and the recognition of revenue. A deposit made to the Company for tuition is contractually non-refundable. As of December 31, 2021, and 2020, deferred revenue amounted to $ 1,388,126 and $ 1,378,502 , respectively. Stock-Based Compensation The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. Non-controlling interest Non-controlling interest represents third-party ownership in the net assets and partnership interests in all of our consolidated subsidiaries. For financial reporting purposes, the assets and liabilities of our majority-owned subsidiary consolidated with those of the Company’s wholly owned subsidiaries, with any third-party investor’s interest shown as non-controlling interest. For the year ended December 31, 2020, the Company had $ 20,011 Fair Value of Financial Instruments The book values of cash, accounts receivable, and accounts payable approximate their respective fair values due to the short-term nature of these instruments. The fair value hierarchy under GAAP distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels ● Level one — Quoted market prices in active markets for identical assets or liabilities; ● Level two — Inputs other than level one inputs that are either directly or indirectly observable; and ● Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use. Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter. Net Loss Per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. The Company does not have any dilutive shares of common stock as of December 31, 2021, or 2020. Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of December 31, 2021. Interest and penalties in any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the year ended December 31, 2021. Contingencies Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. Goodwill and Intangible Assets The Company accounts for intangible assets in accordance with the authoritative guidance issued by the FASB. Intangibles are valued at their fair value and are amortized taking into account the character of the acquired intangible asset and the expected period of benefit. The Company evaluates intangible assets for impairment, at a minimum, on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated undiscounted future cash flows. Recoverability of intangible assets is measured by comparing their net book value to the related projected undiscounted cash flows from these assets, considering a number of factors, including past operating results, budgets, economic projections, market trends, and product development cycles. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired, and a second test is performed to measure the amount of impairment loss. The Company tests its goodwill using a market-based approach to determine the estimated fair value of the reporting unit as to which the goodwill has been allocated. As of December 31, 2021, based on the assessment of Management, the Company determined that goodwill associated with the share exchange in which the Company acquired BHI amounting to $ 29,493,398 . The Company will evaluate goodwill annually for any impairment. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options Recently Issued Accounting Standards: Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
REVERSE MERGER
REVERSE MERGER | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Merger | |
REVERSE MERGER | NOTE 3 – REVERSE MERGER Acquisition of Breunich Holdings, Inc. On July 6, 2021, Altitude International Holdings, Inc. (“Altitude”) entered into a Share Exchange Agreement (the “Agreement”) with BHI, a Delaware entity. The Agreement closed on July 23, 2021. BHI is a holding company with seven operating LLCs, including CMAS, ITA, Trident, NMBA, NVL, Six Log, and Altitude Wellness. These entities have since been rebranded with “Altitude”-specific names. Pursuant to the terms of the Agreement, the Company issued 295,986,724 shares of its common stock to the shareholders of BHI in exchange for 100 % ownership of BHI (the “Share Compensation”). The Company’s common stock is not historically traded at significant volume which has caused significant fluctuations in the price per share. For the initial valuation, the stock was valued at $ 0.331 per share per the closing price on July 22, 2021, or $ 97,971,606 . The Company performed a valuation of the BHI acquisition, and the value was determined to be $ 29,493,398 based on the fair value of BHI at the acquisition date . The goodwill is attributable to common synergies, the workforce. Gregory Breunich, a primary owner and CEO of BHI, was appointed as CEO, CFO and Director of the Company in January 2021 as the two companies worked to finalize the Agreement. The following table summarizes the consideration given for Altitude and the fair values of the assets and liabilities assumed at the acquisition date. SCHEDULE OF BUSINESS ACQUISITION Consideration given: Common stock shares given $ 29,598,672 Total consideration given $ 29,598,672 Fair value of identifiable assets acquired, and liabilities assumed: Cash $ 4,122 Prepaid expenses 39,208 Notes payable (20,800 ) Accounts payable and accrued expenses (55,008 ) Deferred revenue (126,037 ) Shareholder advance (36,211 ) UK Sporting Edge license 300,000 Total identifiable net liabilities 105,274 Goodwill 29,493,398 Total consideration $ 29,598,672 Accounting Treatment of the Merger For financial reporting purposes, the Share Exchange represented a “reverse merger” and BHI was deemed to be the accounting acquirer in the transaction. The Share Exchange has been accounted for as a reverse-merger. Breunich Holdings, Inc. is deemed to be the acquirer for financial reporting purposes, and Altitude International Holdings, Inc. is treated as the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the Share Exchange are those of BHI and are recorded at the historical cost basis of BHI, and the financial statements after completion of the Share Exchange will include the assets and liabilities of ALTD and BHI, and the historical operations of BHI and ALTD from the acquisition date forward. Goodwill is not deductible for income tax purposes. The information below represents the revenues and earnings of the combined entities as if the business combination had occurred on January 1, 2020: SCHEDULE OF REVENUES AND EARNINGS OF BUSINESS COMBINATION 2021 2020 Revenues $ 6,595,867 $ 5,525,596 Net loss $ (5,015,908 ) $ (433,834 ) The amount of revenues and net loss in the consolidated Statement of Operations attributable to the acquired entity for the year ended December 31, 2021 is $ 0 914,059 |
FIXED ASSETS
FIXED ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | NOTE 4 – FIXED ASSETS The Company has fixed assets related to computer and equipment, furniture and fixtures, leasehold improvements, operating / shop equipment and transportation equipment. The depreciation of the equipment is over a three-year period. As of December 31, 2021, and December 31, 2020, the Company had fixed assets, net of accumulated depreciation, of $ 71,036 and $ 286,099 , respectively. The fixed assets are as follows: SCHEDULE OF FIXED ASSETS 2021 2020 December 31, 2021 2020 Computer and equipment $ 148,893 $ 146,925 Furniture and fixtures 17,331 17,331 Leasehold improvements 234,835 162,840 Operating / shop equipment 185,128 257,124 Transportation equipment 36,991 36,991 Total fixed assets 623,178 621,211 Less: Accumulated depreciation 552,142 335,112 Total fixed assets, net $ 71,036 $ 286,099 Depreciation for the years ended December 31, 2021, and 2020 was $ 217,030 and $ 51,189 . |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 5 – GOODWILL AND INTANGIBLE ASSETS The Company has goodwill related to the acquisition of Altitude International Holdings, Inc. As of December 31, 2021, and December 31, 2020, the Company had goodwill of $ 29,493,398 and $ 0 , respectively. The Company has intangible assets related to the license agreement between Altitude International, Inc. and Sporting Edge. The Company is amortizing this intangible asset over a period of ten years. As of December 31, 2021, and 2020, the intangible assets were $ 287,500 0 12,500 0 The future amortization of the license agreement is as follows: Schedule of Intangible Assets, Future Amortization Expense $ 2021 2022 $ 30,000 2023 30,000 2024 30,000 2025 30,000 2026 30,000 Thereafter 137,500 Total $ 287,500 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 6 – NOTES PAYABLE SCHEDULE OF NOTES PAYABLE December 31, 2021 December 31, 2020 Accrued Accrued Principal Interest Total Principal Interest Total SBA EIDL $ 149,169 $ $ 149,169 $ - $ - $ - FVPO Funds 91,758 20,574 112,332 - - - Grand Slam 434,560 - 434,560 464,560 - 464,560 FVPO Funds 500,000 - 500,000 - - - SBA EIDL 113,400 - 113,400 - - - SBA PPP - - - 30,595 - 30,595 SBA - - - 263,300 - 263,300 Feenix Payment Systems - - - 200,000 24,359 200,000 Feenix Payment Systems - - - 169,208 17,992 169,208 Amigh, LLC - - - 80,000 - 80,000 Total $ 1,288,887 $ 20,574 $ 1,309,461 $ 1,207,663 $ 42,351 $ 1,250,014 On March 2, 2018, Frost, then a director, loaned the Company $ 40,000 20% one year On August 10, 2018, Frost, a director, loaned the Company $ 13,000 20% six months On November 5, 2018, Frost, a director, loaned the Company $ 500 8% six months On April 9, 2020, Kanuth, an officer and director, loaned the Company $ 1,500 8% one year On April 15, 2020, Kanuth, an officer and director, loaned the Company $ 4,200 8% one year On May 5, 2020, the Company received $ 20,800 20,800 On January 11, 2019, ITA entered into a Revolving Loan Commitment (the “Credit Agreement”) with Feenix Payment Systems (“Feenix”), which provided for total borrowings of up to $ 200,000 200,000 12% 0 200,000 24 On January 11, 2019, ITA entered into a Term Loan Commitment (the “Loan Note”) with Feenix, which provides for a loan of $ 300,000 . The loan note has a three -year term and bears interest at a rate of 8.5% per annum. The loan note may be prepaid at any time prior to maturity with no prepayment penalties. As of December 31, 2021, and 2020, the balances of the loan note payable were $ 91,758 and $ 169,208 , respectively. This note was paid in full on January 3, 2022. The Loan Note had certain covenants regarding financial reporting and new loans which Feenix has provided waivers in regard to those requirements. On October 31, 2011, ITA entered into a Promissory Loan (the “Loan Note”) with Grand Slam Partners (“Grand Slam”), which provides for a loan of $ 735,714 . Beginning on December 31, 2012, and on or before December 31 st 25% of net profits of the corresponding calendar year or $ 30,000 (“Scheduled Annual Payment”). The Loan Note may be prepaid at any time prior to maturity with no prepayment penalties. As of December 30, 2021, and 2020, the balances of the loan note payable were $ 434,560 and $ 464,560 , respectively. On May 27, 2020, and August 25, 2020, ITA and NVL received unsecured loans from the Small Business Administration (“SBA”) of $ 149,900 113,400 3.75 149,169 113,400 On March 29, 2018, CMA entered into an unsecured Loan Commitment (“Loan Note”) with Amigh, LLC, which provided for a loan of $ 80,000 three-year no On December 20, 2021, Trident Water and Altitude International Holdings, Inc. entered into an unsecured Loan Agreement with FVP Servicing, LLC for $ 500,000 December 20, 2023 12 500,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 – COMMITMENTS AND CONTINGENCIES The Company is subject, from time to time, to claims by third parties under various legal disputes. The defense of such claims, or any adverse outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition and cash flows. As of March 14, 2022, the Company did not have any legal actions pending against it. On June 27, 2017, Altitude entered a license agreement with Sporting Edge UK, Sporting Edge UK is the sole and exclusive owner of and has the right to license to licensee the ability to manufacture and sell rights to the full range of membrane-based systems for the production of reduced oxygen environments and associated services as well as the use of patents and trademarks held by Sporting Edge UK or Vincent. On January 24, 2019, Altitude and Sporting Edge UK entered into a Revised Licensing Agreement that grants a license to Altitude to use Sporting Edge UK’s proprietary technology related to properly engineered, membrane-based designs for simulated altitude training equipment. The annual license fee under the revised agreement is $1.00 per year. The product line ranges from personal at home use machines to fully integrated environmental rooms and chambers. Altitude has the licensing rights to use all technology to manufacture the products and to sell them (directly or through distributors) in the following territories ● The Continent of North America, Central America and South America. ● Other territories as may be agreed from time to time, on a temporary or permanent basis. All royalty amounts due under the 2017 license agreement were waived. The Company will continue to pay for equipment per the agreement. On October 31, 2021, Altitude Wellness LLC and 16929 Wellness Consultants Inc. (“16929 Wellness”) entered into a Management Agreement. As part of the agreement, the Company pays the management of 16929 Wellness a monthly payment of $ 20,000 six months following the date of the agreement or the day that the monthly management fee from selling franchises is greater than $ 20,000 20,000 The Company will pay 16929 Wellness a monthly fee of $ 1,250 20 8,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 – RELATED PARTY TRANSACTIONS On March 2, 2018, Frost, then a director, loaned the Company $ 40,000 20% one year On August 10, 2018, Frost, a director, loaned the Company $ 13,000 20% six months On November 5, 2018, Frost, a director, loaned the Company $ 500 8% six months On April 9, 2020, Kanuth, an officer and director, loaned the Company $ 1,500 8% one year On April 15, 2020, Kanuth, an officer and director, loaned the Company $ 4,200 8% one year On March 9, 2021, Frost converted $ 90,708 181,417 On April 30, 2021, the Company paid Robert Kanuth $ 20,000 as a settlement for all liabilities owed to him which totalled $ 20,395 . See Note 4. In 2021, the Company compensated Gregory Breunich and Gabriel Jaramillo collectively $ 360,000 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 9 – STOCKHOLDERS’ EQUITY Preferred Stock On February 5, 2015, the Board of Directors of the Company authorized 5,000,000 no Each share of the preferred stock is entitled to one vote and is convertible into one share of common stock On July 21, 2021, the Company filed a Certificate of Designation for Series A Preferred Stock. The Series A Preferred Stock shares vote together with the common stock and has voting rights equal to 0.019607 multiplied by the total issued and outstanding shares of common stock eligible (the “Numerator”) to vote at the time of the respective vote divided by 0.49 minus the Numerator. As of December 31, 2021, with 358,070,905 shares of common stock outstanding, the 51 shares of Series A Preferred Stock would have 369,547,734 votes per share of Series A Preferred Stock . On July 23, 2021, the Company issued 51 shares of preferred stock to Gregory Breunich as part of the July 23, 2021 agreement between the Company and BHI (see Note 3). As of December 31, 2021, and December 31, 2020, the Company had 51 0 Common Stock Altitude was incorporated on May 18, 2017, under the laws of the state of Wisconsin with 100,000,000 0.001 The shareholders have one vote per share of common stock After the closing of certain Stock Purchase Agreements, in private sale transaction and the Share Exchange Agreement, the Company’s common stock had no par value and is registered in New York. On February 10, 2021, the Company filed amended Articles of Incorporation with the State of New York to amend its authorized shares of common stock by an additional 530,000,000 605,000,000 600,000,000 no 5,000,000 On January 1, 2021, the Company issued its legal counsel 12,500 0.103 1,288 On February 1, 2021, the Company issued its legal counsel 12,500 0.295 3,687 On February 2, 2021, the Company issued shares of common stock for services as follows: Elizabeth K. Stahl, 40,000 ; Robin K. Walker, 100,000 ; Gregory Whyte, 1,500,000 ; and Gregory Anthony, 5,000,000 . The shares were valued at $ 0.40 , or $ 16,000 , $ 40,000 , $ 600,000 and $ 2,000,000 , respectively. On February 8, 2021, Frost exercised 250,000 0.077 19,250 On March 1, 2021, the Company issued its legal counsel 12,500 0.708 8,850 On March 9, 2021, the Company issued 50,000 0.58 29,000 On March 9, 2021, Frost converted $ 87,080 of payable due to him in exchange for 181,417 shares of common stock of the Company. The issuance was made in reliance on the exemption from registration provided by Sections 3(a)(9) and 4(a)(2) of the Securities Act as the common stock was issued in exchange for debt securities of the Company held by the Investor, there was no additional consideration for the exchange, there was no remuneration for the solicitation of the exchange, there was no general solicitation, and the transactions did not involve a public offering. On April 1, 2021, the Company issued its legal counsel 12,500 0.408 5,100 On May 1, 2021, the Company issued its legal counsel 12,500 0.22 2,750 On June 1, 2021, the Company issued its legal counsel 12,500 0.201 2,512 Between February 2021 and July 2021, BHI sold 12,510,000 0.10 1,251,000 On July 1, 2021, the Company issued its legal counsel 12,500 0.201 2,478 On July 6, 2021, the Company issued 50,000 0.21 10,500 On July 6, 2021, the Company issued 300,000 0.21 63,000 On July 23, 2021, the Company issued 295,986,724 On August 1, 2021, the Company issued its legal counsel 12,500 0.201 5,375 On September 1, 2021, the Company issued its legal counsel 12,500 0.298 3,725 On October 1, 2021, the Company issued its legal counsel 12,500 0.20 2,500 On October 31, 2021, the Company issued 16929 Wellness Consultants Inc. (“16929 Wellness”) 3,000,000 On November 1, 2021, the Company issued its legal counsel 12,500 0.1797 2,246 On December 1, 2021, the Company issued its legal counsel 12,500 0.072 900 Stock Option Plan On February 13, 2018, the Company’s shareholders and Board of Directors approved the 2017 Incentive Stock Plan. On January 25, 2019, the Company issued 250,000 The options vest at a rate of 25 0.077 15,809 0.06 0.077 19,250 There are currently no stock options currently issued and outstanding under the 2017 Plan, as all 250,000 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 10 – INCOME TAXES As of December 31, 2021, the Company has net operating loss carry forwards of $ 254,336 that $ 0 may be available to reduce future years’ taxable income through 2041. In 2020, there were no tax impacts as Breunich Holdings, Inc. was taxed as an limited liability company. The Company’s net operating loss carry forwards may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code. The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 21% SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) December 31, December 31, 2021 2020 Tax expense (benefit) at the statutory rate $ (205,425 ) $ (66,230 ) State income taxes, net of federal income tax benefit (48,911 ) (15,769 ) Change in valuation allowance 254,336 81,999 Total $ - $ - The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities. The tax years 2021 and 2020 remains to examination by federal agencies and other jurisdictions in which it operates. The tax effect of significant components of the Company’s deferred tax assets and liabilities at December 31, 2021 and 2020, are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, December 31, 2021 2020 Deferred tax assets: Net operating loss carryforward $ 254,336 $ 247,032 Timing differences - - Total gross deferred tax assets 254,336 247,032 Less: Deferred tax asset valuation allowance (254,336 ) (247,032 ) Total net deferred taxes $ - $ - In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Because of the historical earnings history of the Company, the net deferred tax assets for 2021 and 2020 were fully offset by a 100% valuation allowance. The valuation allowance for the remaining net deferred tax assets was $ 254,336 and $ 0 as of December 31, 2021, and 2020, respectively. Due to the transaction between the Company and BHI (see Note 3), which resulted in a change of control, net operating loss carryforwards prior to the transaction may not be usable for the future. |
REVENUE CLASSES
REVENUE CLASSES | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE CLASSES | NOTE 11 – REVENUE CLASSES The Company has three distinct revenue streams: altitude chambers, tuition-based sports academies, and water systems. Selected financial information for the Company’s operating revenue classes are as follows: SCHEDULE OF OPERATING REVENUE CLASSES For the For the year ended year ended December 31, 2021 December 31, 2020 Revenues: Altitude chambers $ - $ - Tuition-based sports academies 6,122,834 5,524,410 Water equipment 473,033 - Total $ 6,595,867 $ 5,524,410 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS On January 1, 2022, the Company issued its legal counsel 12,500 0.119 1,488 On February 1, 2022, the Company issued its legal counsel 12,500 0.069 862 On February 8, 2022, the Company entered into a First Amendment to Loan Agreement with FVP Servicing, LLC (see Note 6) for an additional incremental advance of $ 100,000 On February 22, 2022, the Company issued 1,000,000 On March 1, 2022, the Company issued its legal counsel 12,500 0.06 750 On March 7, 2022, Altitude International Holdings, Inc. and CMA Soccer LLC entered into a Consulting, Management and License Agreement with Soccer Partners America (“Soccer Partners”), a Colorado not for profit corporation. Soccer Partners, under the brand name of Rush Soccer, has developed the largest known network of affiliated independent youth soccer clubs and with CMA Soccer, will establish a Rush residential academy program and a men’s professional soccer team. As part of the agreement, certain members of the management of Soccer Partners were granted a combined total of 10,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America and has a year-end of December 31. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Altitude. All significant intercompany balances and transactions have been eliminated in the consolidation. The consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles (“GAAP”) and stated in United States dollars, have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission. ITA-USA Enterprise LLC, CMA Soccer LLC NVL Academy LLC Trident Water LLC North Miami Beach Academy LLC Six Log Cleaning & Sanitizing, LLC Altitude International, Inc. Altitude Wellness LLC focuses on helping our members reach their individual health goals by offering various experiences that enhance the way you look and feel. Multiple modalities ranging from altitude chambers, cryo chambers, ozone chamber, red light therapy, IV therapy, infrared sauna, and neuro feedback are just a few of the treatments that will be available. The Altitude Wellness Experience will be a combination of a hundred little things that make each member feel special. From warm and chilled eucalyptus towels when you arrive to fresh juices and healthy snacks, all is vital to the experience. The highly trained staff will include nurses, dietitians, trainers, therapists, and health specialists. Each will know the patient by name and be familiar with their profile, which will be completed on the app and available to the Experience Specialists upon each check-in. As of December 31, 2021, Altitude Wellness is not operating. Altitude Online Learning LLC Altitude Sports Management Corp. All intercompany accounts and transactions are eliminated in consolidation. |
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. On December 31, 2021, we had $ 423,165 in cash. Our net losses incurred for the year ended December 31, 2021 were $ 1,841,617 and working capital deficit was $ 1,117,979 at December 31, 2021. As a result, there is substantial doubt about our ability to continue as a going concern. In the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition and long-term prospects. The Company expects to seek to obtain additional funding through increased revenues and future financings. There can be no assurance as to the availability or terms upon which such financing and capital might be available. The accompany financial statements have been prepared assuming that the Company will continues as a going concern. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash is comprised of cash balances. Cash is held at major financial institutions and is subject to credit risk to the extent that those balances exceed applicable Federal Deposit Insurance Corporation (“FDIC”) of $ 250,000 . The Company had material balances in excess of the insured limits as of December 31, 2021, and 2020 of approximately $ 173,000 and $ 0 , respectively. |
Accounts Receivable | Accounts Receivable Accounts receivable for tuition is recorded by the Company. As of December 31, 2021, and 2020, the balances were $ 91,520 and $ 269,962 , net of allowances. There were allowances for doubtful accounts of $ 205,455 and $ 0 at December 31, 2021 and 2020, respectively. The credit terms provided are as follows: 1. Altitude Academies – The tuition is paid typically in two installments but, on a case-by-case basis, modifications do occur. 2. Altitude Water – The normal credit terms is 50% down with final payment upon delivery. 3. Altitude Chambers – The normal credit terms is 50% down with progress payments until final payment upon delivery. Bad debt expense is determined based on the aging of accounts receivable and subsequent collections. Typically, receivables aged 60 days, or more is reviewed for determination. Receivables over 90 days, unless payment terms with some payments made to date, are reserved as additional allowance for doubtful accounts. |
Fixed Assets | Fixed Assets Fixed assets are stated at cost, net of accumulated depreciation. Expenditures that extend the life, increase the capacity, or improve the efficiency of property and equipment are capitalized, while expenditures for repairs and maintenance are expensed as incurred. Depreciation is recognized using the straight-line method over the following approximate useful lives: SCHEDULE OF ESTIMATED USEFUL LIVES Computers, software, and office equipment 1 6 Machinery and equipment 3 5 Leasehold improvements Lesser of lease term or estimated useful life Operating / shop equipment 4 7 Transportation equipment 5 6 |
Leases | Leases In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) as codified in Accounting Standards Codification (“ASC”) No. 842 (“ASC 842”). ASU 2016-02, ASC 842, and additional issued guidance are intended to improve financial reporting of leasing transactions by requiring organizations that lease assets to recognize assets and liabilities for the rights and obligations created by leases that extend more than twelve months. As a result of the adoption of the new lease accounting guidance using the effective date transition method, on January 1, 2019, the Company did not have any lease obligations that extended more than twelve months except for two warehouse leases for Trident Water, which were thirteen months. We include options to extend or terminate the lease in the lease term for accounting considerations, when it is reasonably certain that we will exercise that option. Our leases have remaining lease terms of less than 1 year. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We do not recognize leases with an initial term of twelve months or less on the balance sheet and instead recognize the related lease payments as expense in the consolidated statements of income on a straight-line basis over the lease term. We account for lease and non-lease components as a single lease component for all asset classes. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. |
Inventory and Direct Costs of Revenue | Inventory and Direct Costs of Revenue The inventory is comprised of Atmospheric Water Generators (“AWG’s”) at Trident and chamber related parts at Altitude International and are valued at the lower of cost or market. As of December 31, 2021, and 2020, the inventory was valued at $ 161,235 50,536 Inventory is comprised of: SCHEDULE OF INVENTORY Finished Goods $ 33,000 Parts $ 128,235 Total $ 161,235 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company’s long-lived assets and other assets (consisting of property and equipment) are reviewed for impairment in accordance with the guidance of the FASB ASC Topic 360-10, Property, Plant, and Equipment. Long lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. |
Revenue Recognition | Revenue Recognition Our sales are generated from three revenue streams: 1) contracts with customers for the design, development, manufacture, and installation of simulated altitude athletic equipment, 2) sports training and academic tuition, and 3) water filtration systems. For the simulated athletic equipment and the water filtration systems, we provide our products under fixed-price contracts. Under fixed-price contracts, we agree to perform the specified work for a pre-determined price. To the extent our actual costs vary from the estimates upon which the price was negotiated, we will generate more or less profit or could incur a loss. We account for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. We evaluate the products or services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. The products and services in our contracts are typically not distinct from one another due to their complex relationships, customization, and the significant contract management functions required to perform under the contract. Accordingly, our contracts are typically accounted for as one performance obligation, except for the simulated altitude athletic equipment whereas there is a service obligation over a period of time. We determine the transaction price for each contract based on the consideration we expect to receive for the products or services being provided under the contract. In regard to the simulated altitude athletic equipment and the water filtration systems, we recognize revenue as performance obligations are satisfied and the customer obtains control of the products and services. In determining when performance obligations are satisfied, we consider factors such as contract terms, payment terms and whether there is an alternative future use of the product or service. Substantially all of our revenue is recognized over time as we perform under the contract because if our customer were to terminate the contract for reasons other than our non-performance, we would have the right to recover damages which would include, among other potential damages, the right to payment for our work performed to date plus a reasonable profit to deliver products or services that do not have an alternative use to us. In regard to the sports training and academics tuition revenue recognition policy, the tuition is recognized over the course of the training period which is typically a semester. In determining when performance obligations are satisfied, we consider factors as to actual attendance at the academy. |
Deferred Revenue | Deferred Revenue Our payment terms generally require a substantial initial deposit to confirm a reservation and tuition for the school year or training period. Historically, our deferred revenue balances are comprised solely of customer deposit balances and changes from period to period due to the seasonal nature of billings and cash collections, the amount of students in each program and the recognition of revenue. A deposit made to the Company for tuition is contractually non-refundable. As of December 31, 2021, and 2020, deferred revenue amounted to $ 1,388,126 and $ 1,378,502 , respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. |
Non-controlling interest | Non-controlling interest Non-controlling interest represents third-party ownership in the net assets and partnership interests in all of our consolidated subsidiaries. For financial reporting purposes, the assets and liabilities of our majority-owned subsidiary consolidated with those of the Company’s wholly owned subsidiaries, with any third-party investor’s interest shown as non-controlling interest. For the year ended December 31, 2020, the Company had $ 20,011 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The book values of cash, accounts receivable, and accounts payable approximate their respective fair values due to the short-term nature of these instruments. The fair value hierarchy under GAAP distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels ● Level one — Quoted market prices in active markets for identical assets or liabilities; ● Level two — Inputs other than level one inputs that are either directly or indirectly observable; and ● Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use. Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter. |
Net Loss Per Share | Net Loss Per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. The Company does not have any dilutive shares of common stock as of December 31, 2021, or 2020. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of December 31, 2021. Interest and penalties in any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the year ended December 31, 2021. |
Contingencies | Contingencies Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company accounts for intangible assets in accordance with the authoritative guidance issued by the FASB. Intangibles are valued at their fair value and are amortized taking into account the character of the acquired intangible asset and the expected period of benefit. The Company evaluates intangible assets for impairment, at a minimum, on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated undiscounted future cash flows. Recoverability of intangible assets is measured by comparing their net book value to the related projected undiscounted cash flows from these assets, considering a number of factors, including past operating results, budgets, economic projections, market trends, and product development cycles. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired, and a second test is performed to measure the amount of impairment loss. The Company tests its goodwill using a market-based approach to determine the estimated fair value of the reporting unit as to which the goodwill has been allocated. As of December 31, 2021, based on the assessment of Management, the Company determined that goodwill associated with the share exchange in which the Company acquired BHI amounting to $ 29,493,398 . The Company will evaluate goodwill annually for any impairment. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options Recently Issued Accounting Standards: Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ESTIMATED USEFUL LIVES | SCHEDULE OF ESTIMATED USEFUL LIVES Computers, software, and office equipment 1 6 Machinery and equipment 3 5 Leasehold improvements Lesser of lease term or estimated useful life Operating / shop equipment 4 7 Transportation equipment 5 6 |
SCHEDULE OF INVENTORY | Inventory is comprised of: SCHEDULE OF INVENTORY Finished Goods $ 33,000 Parts $ 128,235 Total $ 161,235 |
REVERSE MERGER (Tables)
REVERSE MERGER (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Merger | |
SCHEDULE OF BUSINESS ACQUISITION | The following table summarizes the consideration given for Altitude and the fair values of the assets and liabilities assumed at the acquisition date. SCHEDULE OF BUSINESS ACQUISITION Consideration given: Common stock shares given $ 29,598,672 Total consideration given $ 29,598,672 Fair value of identifiable assets acquired, and liabilities assumed: Cash $ 4,122 Prepaid expenses 39,208 Notes payable (20,800 ) Accounts payable and accrued expenses (55,008 ) Deferred revenue (126,037 ) Shareholder advance (36,211 ) UK Sporting Edge license 300,000 Total identifiable net liabilities 105,274 Goodwill 29,493,398 Total consideration $ 29,598,672 |
SCHEDULE OF REVENUES AND EARNINGS OF BUSINESS COMBINATION | The information below represents the revenues and earnings of the combined entities as if the business combination had occurred on January 1, 2020: SCHEDULE OF REVENUES AND EARNINGS OF BUSINESS COMBINATION 2021 2020 Revenues $ 6,595,867 $ 5,525,596 Net loss $ (5,015,908 ) $ (433,834 ) |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF FIXED ASSETS | SCHEDULE OF FIXED ASSETS 2021 2020 December 31, 2021 2020 Computer and equipment $ 148,893 $ 146,925 Furniture and fixtures 17,331 17,331 Leasehold improvements 234,835 162,840 Operating / shop equipment 185,128 257,124 Transportation equipment 36,991 36,991 Total fixed assets 623,178 621,211 Less: Accumulated depreciation 552,142 335,112 Total fixed assets, net $ 71,036 $ 286,099 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Future Amortization Expense | The future amortization of the license agreement is as follows: Schedule of Intangible Assets, Future Amortization Expense $ 2021 2022 $ 30,000 2023 30,000 2024 30,000 2025 30,000 2026 30,000 Thereafter 137,500 Total $ 287,500 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE | SCHEDULE OF NOTES PAYABLE December 31, 2021 December 31, 2020 Accrued Accrued Principal Interest Total Principal Interest Total SBA EIDL $ 149,169 $ $ 149,169 $ - $ - $ - FVPO Funds 91,758 20,574 112,332 - - - Grand Slam 434,560 - 434,560 464,560 - 464,560 FVPO Funds 500,000 - 500,000 - - - SBA EIDL 113,400 - 113,400 - - - SBA PPP - - - 30,595 - 30,595 SBA - - - 263,300 - 263,300 Feenix Payment Systems - - - 200,000 24,359 200,000 Feenix Payment Systems - - - 169,208 17,992 169,208 Amigh, LLC - - - 80,000 - 80,000 Total $ 1,288,887 $ 20,574 $ 1,309,461 $ 1,207,663 $ 42,351 $ 1,250,014 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) | SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) December 31, December 31, 2021 2020 Tax expense (benefit) at the statutory rate $ (205,425 ) $ (66,230 ) State income taxes, net of federal income tax benefit (48,911 ) (15,769 ) Change in valuation allowance 254,336 81,999 Total $ - $ - |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, December 31, 2021 2020 Deferred tax assets: Net operating loss carryforward $ 254,336 $ 247,032 Timing differences - - Total gross deferred tax assets 254,336 247,032 Less: Deferred tax asset valuation allowance (254,336 ) (247,032 ) Total net deferred taxes $ - $ - |
REVENUE CLASSES (Tables)
REVENUE CLASSES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF OPERATING REVENUE CLASSES | The Company has three distinct revenue streams: altitude chambers, tuition-based sports academies, and water systems. Selected financial information for the Company’s operating revenue classes are as follows: SCHEDULE OF OPERATING REVENUE CLASSES For the For the year ended year ended December 31, 2021 December 31, 2020 Revenues: Altitude chambers $ - $ - Tuition-based sports academies 6,122,834 5,524,410 Water equipment 473,033 - Total $ 6,595,867 $ 5,524,410 |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) - shares | Dec. 01, 2021 | Nov. 01, 2021 | Oct. 01, 2021 | Sep. 01, 2021 | Aug. 01, 2021 | Jul. 23, 2021 | Jul. 06, 2021 | Jul. 01, 2021 | Jun. 01, 2021 | May 01, 2021 | Apr. 01, 2021 | Mar. 09, 2021 | Feb. 01, 2021 | Jan. 02, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 50,000 | 12,500 | 12,500 | ||||
Preferred Stock, Shares Issued | 51 | 0 | ||||||||||||||
Breunich Holdings,Inc.[Member] | Series A Preferred Stock [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Preferred Stock, Shares Issued | 51 | |||||||||||||||
Share Exchange Agreement [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 295,986,724 | |||||||||||||||
Share Exchange Agreement [Member] | Breunich Holdings,Inc.[Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 295,986,724 | |||||||||||||||
Ownership percentage | 100.00% | 100.00% |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computers Software and Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 1 year |
Computers Software and Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 6 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | Lesser of lease term or estimated useful life |
Operating Shop Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 4 years |
Operating Shop Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Transportation Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Transportation Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 6 years |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Inventory, Finished Goods | $ 33,000 | |
Inventory, Raw Materials and Supplies, Gross | 128,235 | |
Inventory, Net | $ 161,235 | $ 50,536 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jul. 06, 2021 | |
Cash | $ 423,165 | ||
Net Income (Loss) Attributable to Parent | 1,841,617 | $ 105,287 | |
[custom:WorkingCapital-0] | 1,117,979 | ||
Cash, FDIC Insured Amount | 250,000 | ||
Cash, Uninsured Amount | 173,000 | 0 | |
Accounts Receivable, after Allowance for Credit Loss, Current | 91,520 | 269,962 | |
Accounts Receivable, Allowance for Credit Loss | 205,455 | 0 | |
Inventory | 161,235 | 50,536 | |
Contract with Customer, Liability, Current | 1,388,126 | 1,378,502 | |
Non-controlling interest, amount | 1,841,617 | 125,298 | |
Goodwill | 29,493,398 | 0 | $ 29,493,398 |
Noncontrolling Interest [Member] | |||
Non-controlling interest, amount | $ 20,011 |
SCHEDULE OF BUSINESS ACQUISITIO
SCHEDULE OF BUSINESS ACQUISITION (Details) - USD ($) | Dec. 31, 2021 | Jul. 06, 2021 | Dec. 31, 2020 |
Reverse Merger | |||
Common stock shares given | $ 29,598,672 | ||
Total consideration | 29,598,672 | ||
Cash | 4,122 | ||
Prepaid expenses | 39,208 | ||
Notes payable | (20,800) | ||
Accounts payable and accrued expenses | (55,008) | ||
Deferred revenue | (126,037) | ||
Shareholder advance | (36,211) | ||
UK Sporting Edge license | 300,000 | ||
Total identifiable net liabilities | 105,274 | ||
Goodwill | $ 29,493,398 | $ 29,493,398 | $ 0 |
SCHEDULE OF REVENUES AND EARNIN
SCHEDULE OF REVENUES AND EARNINGS OF BUSINESS COMBINATION (Details) - Breunich Holdings,Inc.[Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | $ 6,595,867 | $ 5,525,596 |
Net loss | $ (5,015,908) | $ (433,834) |
REVERSE MERGER (Details Narrati
REVERSE MERGER (Details Narrative) - USD ($) | Dec. 01, 2021 | Nov. 01, 2021 | Oct. 01, 2021 | Sep. 01, 2021 | Aug. 01, 2021 | Jul. 23, 2021 | Jul. 22, 2021 | Jul. 06, 2021 | Jul. 01, 2021 | Jun. 01, 2021 | May 01, 2021 | Apr. 01, 2021 | Mar. 09, 2021 | Feb. 01, 2021 | Jan. 02, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Stock Issued During Period, Shares, New Issues | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 50,000 | 12,500 | 12,500 | |||||
Stock Issued During Period, Value, New Issues | $ 900 | $ 2,246 | $ 2,500 | $ 3,725 | $ 5,375 | $ 2,478 | $ 2,512 | $ 2,750 | $ 5,100 | $ 29,000 | $ 3,687 | $ 1,288 | |||||
Goodwill | $ 29,493,398 | $ 29,493,398 | $ 0 | ||||||||||||||
Revenues | 6,595,867 | 5,524,410 | |||||||||||||||
Net loss | (1,841,617) | $ (105,287) | |||||||||||||||
Breunich Holdings,Inc.[Member] | |||||||||||||||||
Share Price | $ 0.331 | ||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 97,971,606 | ||||||||||||||||
Goodwill | 29,493,398 | ||||||||||||||||
Revenues | 0 | ||||||||||||||||
Net loss | $ 914,059 | ||||||||||||||||
Share Exchange Agreement [Member] | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 295,986,724 | ||||||||||||||||
Share Exchange Agreement [Member] | Breunich Holdings,Inc.[Member] | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 295,986,724 | ||||||||||||||||
Equity Method Investment, Ownership Percentage | 100.00% | 100.00% |
SCHEDULE OF FIXED ASSETS (Detai
SCHEDULE OF FIXED ASSETS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | ||
Computer and equipment | $ 148,893 | $ 146,925 |
Furniture and fixtures | 17,331 | 17,331 |
Leasehold improvements | 234,835 | 162,840 |
Operating / shop equipment | 185,128 | 257,124 |
Transportation equipment | 36,991 | 36,991 |
Total fixed assets | 623,178 | 621,211 |
Less: Accumulated depreciation | 552,142 | 335,112 |
Total fixed assets, net | $ 71,036 | $ 286,099 |
FIXED ASSETS (Details Narrative
FIXED ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Property, Plant and Equipment, Net | $ 71,036 | $ 286,099 |
Depreciation | $ 217,030 | $ 51,189 |
Schedule of Intangible Assets,
Schedule of Intangible Assets, Future Amortization Expense (Details) | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 30,000 |
2023 | 30,000 |
2024 | 30,000 |
2025 | 30,000 |
2026 | 30,000 |
Thereafter | $ 137,500 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jul. 06, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 29,493,398 | $ 0 | $ 29,493,398 |
Intangible assets, amount | 287,500 | 0 | |
Amortization expense for intangible assets | $ 12,500 | $ 0 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Principal | $ 1,288,887 | $ 1,207,663 |
Accrued Interest | 20,574 | 42,351 |
Total | 1,309,461 | 1,250,014 |
Note Payable 1 [Member] | SBA EIDL [Member] | ||
Short-term Debt [Line Items] | ||
Principal | 149,169 | |
Accrued Interest | ||
Total | 149,169 | |
Note Payable 2 [Member] | FVPO Funds [Member] | ||
Short-term Debt [Line Items] | ||
Principal | 91,758 | |
Accrued Interest | 20,574 | |
Total | 112,332 | |
Note Payable 3 [Member] | Grand Slam [Member] | ||
Short-term Debt [Line Items] | ||
Principal | 434,560 | 464,560 |
Accrued Interest | ||
Total | 434,560 | 464,560 |
Note Payable 5 [Member] | FVPO Funds [Member] | ||
Short-term Debt [Line Items] | ||
Principal | 500,000 | |
Accrued Interest | ||
Total | 500,000 | |
Note Payable 6 [Member] | SBA EIDL [Member] | ||
Short-term Debt [Line Items] | ||
Principal | 113,400 | |
Accrued Interest | ||
Total | 113,400 | |
Note Payable 7 [Member] | SBA PPP [Member] | ||
Short-term Debt [Line Items] | ||
Principal | 30,595 | |
Accrued Interest | ||
Total | 30,595 | |
Note Payable 8 [Member] | SBA [Member] | ||
Short-term Debt [Line Items] | ||
Principal | 263,300 | |
Accrued Interest | ||
Total | 263,300 | |
Note Payable 9 [Member] | Feenix Payment Systems [Member] | ||
Short-term Debt [Line Items] | ||
Principal | 200,000 | |
Accrued Interest | 24,359 | |
Total | 200,000 | |
Note Payable 10 [Member] | Feenix Payment Systems [Member] | ||
Short-term Debt [Line Items] | ||
Principal | 169,208 | |
Accrued Interest | 17,992 | |
Total | 169,208 | |
Note Payable 12 [Member] | Amigh LLC [Member] | ||
Short-term Debt [Line Items] | ||
Principal | 80,000 | |
Accrued Interest | ||
Total | $ 80,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Jan. 15, 2021 | Apr. 15, 2020 | Apr. 09, 2020 | Jan. 11, 2019 | Nov. 05, 2018 | Aug. 10, 2018 | Mar. 29, 2018 | Mar. 02, 2018 | Dec. 31, 2021 | Dec. 20, 2021 | Dec. 31, 2020 | Aug. 25, 2020 | May 27, 2020 | May 05, 2020 | Oct. 31, 2011 |
Short-term Debt [Line Items] | |||||||||||||||
Notes payable | $ 1,309,461 | $ 1,250,014 | |||||||||||||
ITA [Member] | Unsecured Debt [Member] | SBA [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt instrument interest percentage | 3.75% | ||||||||||||||
Debt Instrument, Face Amount | 149,169 | $ 149,900 | |||||||||||||
NVL [Member] | Unsecured Debt [Member] | SBA [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt instrument interest percentage | 3.75% | ||||||||||||||
Debt Instrument, Face Amount | 113,400 | $ 113,400 | |||||||||||||
Paycheck Protection Program CARES Act [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Notes payable | $ 20,800 | $ 20,800 | |||||||||||||
Credit Agreement [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt instrument interest percentage | 12.00% | ||||||||||||||
Debt instrument term | 24 months | ||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 200,000 | ||||||||||||||
Line of credit facility, commitment amount | $ 200,000 | ||||||||||||||
Notes and loans payable, current | 0 | 200,000 | |||||||||||||
Unsecured Loan Commitment [Member] | CMA [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt instrument interest percentage | 0.00% | ||||||||||||||
Unsecured Loan Commitment [Member] | CMA [Member] | Amigh LLC [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt instrument term | 3 years | ||||||||||||||
Debt Instrument, Face Amount | $ 80,000 | ||||||||||||||
Unsecured Loan Agreement [Member] | Trident Water [Member] | FVP Servicing [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt instrument interest percentage | 12.00% | ||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | $ 500,000 | |||||||||||||
Debt instrument maturity date | Dec. 20, 2023 | ||||||||||||||
Term Loan Commitment [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Notes payable | $ 91,758 | 169,208 | |||||||||||||
Debt instrument interest percentage | 8.50% | ||||||||||||||
Debt instrument term | 3 years | ||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | ||||||||||||||
Grand Slam Partners [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt Instrument, Face Amount | $ 735,714 | ||||||||||||||
Loan Note [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Notes payable | $ 434,560 | $ 464,560 | |||||||||||||
[custom:NetProfitPercentage-0] | 25.00% | ||||||||||||||
Debt Instrument, Annual Principal Payment | $ 30,000 | ||||||||||||||
Joseph B. Frost [Member] | Unsecured Promissory Note One [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Notes payable | $ 40,000 | ||||||||||||||
Debt instrument interest percentage | 20.00% | ||||||||||||||
Debt instrument term | 1 year | ||||||||||||||
Joseph B. Frost [Member] | Unsecured Promissory Note Two [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Notes payable | $ 13,000 | ||||||||||||||
Debt instrument interest percentage | 20.00% | ||||||||||||||
Debt instrument term | 6 months | ||||||||||||||
Joseph B. Frost [Member] | Unsecured Promissory Note Three [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Notes payable | $ 500 | ||||||||||||||
Debt instrument interest percentage | 8.00% | ||||||||||||||
Debt instrument term | 6 months | ||||||||||||||
Robert Kanuth [Member] | Unsecured Promissory Note Four [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Notes payable | $ 1,500 | ||||||||||||||
Debt instrument interest percentage | 8.00% | ||||||||||||||
Debt instrument term | 1 year | ||||||||||||||
Robert Kanuth [Member] | Unsecured Promissory Note Five [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Notes payable | $ 4,200 | ||||||||||||||
Debt instrument interest percentage | 8.00% | ||||||||||||||
Debt instrument term | 1 year |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Nov. 30, 2021 | Oct. 31, 2021 | Jan. 24, 2019 | Nov. 30, 2021 |
Revised Licensing Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Annual license fee, description | The annual license fee under the revised agreement is $1.00 per year. The product line ranges from personal at home use machines to fully integrated environmental rooms and chambers. Altitude has the licensing rights to use all technology to manufacture the products and to sell them (directly or through distributors) in the following territories | |||
Management Agreement [Member] | 16929 Wellness Consultants Inc [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Monthly agreement of payment | $ 20,000 | $ 20,000 | ||
Management fee description | six months following the date of the agreement or the day that the monthly management fee from selling franchises is greater than $20,000 per month | |||
Management fee expenses | $ 1,250 | $ 20,000 | ||
Franchise monthly fee description | The Company will pay 16929 Wellness a monthly fee of $1,250 for each franchise that uses Dr. Kenneth JH Lee as a medical director and 20% of all initial franchisee franchise fees (estimated to be $8,000 per franchise purchased. As part of the agreement, 3,000,000 shares of common stock of the Company were issued to 16929 Wellness. | |||
Franchise fee percentage | 20.00% | |||
Franchise purchased fee | $ 8,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Apr. 30, 2021 | Mar. 09, 2021 | Apr. 15, 2020 | Apr. 09, 2020 | Nov. 05, 2018 | Aug. 10, 2018 | Mar. 02, 2018 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Notes payable | $ 1,309,461 | $ 1,250,014 | |||||||
Repayments of related party debt | 69,200 | ||||||||
Trans World Performance LLC [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Repayments of related party debt | $ 360,000 | ||||||||
Joseph B. Frost [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Conversion of stock, amount issued | $ 90,708 | ||||||||
Conversion of stock, issued | 181,417 | ||||||||
Joseph B. Frost [Member] | Promissory Note One [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Notes payable | $ 40,000 | ||||||||
Debt instrument, interest rate | 20.00% | ||||||||
Debt instrument, term | 1 year | ||||||||
Joseph B. Frost [Member] | Promissory Note Two [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Notes payable | $ 13,000 | ||||||||
Debt instrument, interest rate | 20.00% | ||||||||
Debt instrument, term | 6 months | ||||||||
Joseph B. Frost [Member] | Promissory Note Three [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Notes payable | $ 500 | ||||||||
Debt instrument, interest rate | 8.00% | ||||||||
Debt instrument, term | 6 months | ||||||||
Robert Kanuth [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Repayments of related party debt | $ 20,000 | ||||||||
Accrued Liabilities | $ 20,395 | ||||||||
Robert Kanuth [Member] | Promissory Note Four [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Notes payable | $ 1,500 | ||||||||
Debt instrument, interest rate | 8.00% | ||||||||
Debt instrument, term | 1 year | ||||||||
Robert Kanuth [Member] | Promissory Note Five [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Notes payable | $ 4,200 | ||||||||
Debt instrument, interest rate | 8.00% | ||||||||
Debt instrument, term | 1 year |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | Dec. 01, 2021 | Nov. 01, 2021 | Oct. 31, 2021 | Oct. 01, 2021 | Sep. 01, 2021 | Aug. 01, 2021 | Jul. 23, 2021 | Jul. 22, 2021 | Jul. 21, 2021 | Jul. 06, 2021 | Jul. 01, 2021 | Jun. 01, 2021 | May 01, 2021 | Apr. 01, 2021 | Mar. 09, 2021 | Mar. 01, 2021 | Feb. 08, 2021 | Feb. 02, 2021 | Feb. 01, 2021 | Jan. 02, 2021 | Jan. 25, 2019 | May 18, 2017 | Feb. 05, 2015 | Jul. 30, 2021 | Dec. 31, 2021 | Feb. 10, 2021 | Dec. 31, 2020 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||||||||||||
Preferred stock, no par value | $ 0 | $ 0 | |||||||||||||||||||||||||
Preferred stock voting rights description | shares of common stock outstanding, | the 51 shares of Series A Preferred Stock would have 369,547,734 votes per share of Series A Preferred Stock | |||||||||||||||||||||||||
Common Stock, Shares, Outstanding | 358,070,905 | 51,487,764 | |||||||||||||||||||||||||
Number of common stock issued for services | 12,500 | ||||||||||||||||||||||||||
Preferred stock, shares issued | 51 | 0 | |||||||||||||||||||||||||
Preferred stock, shares outstanding | 51 | 0 | |||||||||||||||||||||||||
Common stock, shares authorized | 100,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | |||||||||||||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||||||||||||||||
Common stock voting rights, description | The shareholders have one vote per share of common stock | ||||||||||||||||||||||||||
Capital stock shares authorized | 605,000,000 | ||||||||||||||||||||||||||
Common stock, no par value | $ 0 | $ 0 | $ 0 | ||||||||||||||||||||||||
Number of common stock shares issued | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 50,000 | 12,500 | 12,500 | |||||||||||||||
Share issued price per share | $ 0.072 | $ 0.1797 | $ 0.20 | $ 0.298 | $ 0.201 | $ 0.201 | $ 0.201 | $ 0.22 | $ 0.408 | $ 0.58 | $ 0.708 | $ 0.295 | $ 0.103 | ||||||||||||||
Value of common stock shares issued | $ 900 | $ 2,246 | $ 2,500 | $ 3,725 | $ 5,375 | $ 2,478 | $ 2,512 | $ 2,750 | $ 5,100 | $ 29,000 | $ 3,687 | $ 1,288 | |||||||||||||||
Value of common stock issued for services | $ 8,850 | $ 657,947 | |||||||||||||||||||||||||
Options exercised | $ 19,250 | ||||||||||||||||||||||||||
Share Exchange Agreement [Member] | |||||||||||||||||||||||||||
Number of common stock shares issued | 295,986,724 | ||||||||||||||||||||||||||
Breunich Holdings,Inc.[Member] | |||||||||||||||||||||||||||
Value of common stock shares issued | $ 97,971,606 | ||||||||||||||||||||||||||
Sale of stock | 12,510,000 | ||||||||||||||||||||||||||
Sale of stock price per share | $ 0.10 | ||||||||||||||||||||||||||
Value of sale of stock | $ 1,251,000 | ||||||||||||||||||||||||||
Market price | $ 0.331 | ||||||||||||||||||||||||||
FMW Media Corp LLC [Member] | |||||||||||||||||||||||||||
Number of common stock shares issued | 300,000 | ||||||||||||||||||||||||||
Share issued price per share | $ 0.21 | ||||||||||||||||||||||||||
Value of common stock shares issued | $ 63,000 | ||||||||||||||||||||||||||
16929 Wellness Consultants Inc [Member] | |||||||||||||||||||||||||||
Number of common stock shares issued | 3,000,000 | ||||||||||||||||||||||||||
Frost [Member] | |||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 87,080 | ||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 181,417 | ||||||||||||||||||||||||||
Revision of Prior Period, Adjustment [Member] | |||||||||||||||||||||||||||
Common stock, shares authorized | 530,000,000 | ||||||||||||||||||||||||||
Board of Directors [Member] | |||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | ||||||||||||||||||||||||||
Preferred stock, no par value | $ 0 | ||||||||||||||||||||||||||
Preferred stock voting rights description | Each share of the preferred stock is entitled to one vote and is convertible into one share of common stock | ||||||||||||||||||||||||||
Gregory Breunich [Member] | |||||||||||||||||||||||||||
Number of common stock issued for services | 51 | ||||||||||||||||||||||||||
Elizabeth K.Stahl [Member] | |||||||||||||||||||||||||||
Number of common stock issued for services | 40,000 | ||||||||||||||||||||||||||
Value of common stock issued for services | $ 16,000 | ||||||||||||||||||||||||||
Robin K. Walker [Member] | |||||||||||||||||||||||||||
Number of common stock issued for services | 100,000 | ||||||||||||||||||||||||||
Value of common stock issued for services | $ 40,000 | ||||||||||||||||||||||||||
Greg Whyte [Member] | |||||||||||||||||||||||||||
Number of common stock issued for services | 1,500,000 | ||||||||||||||||||||||||||
Value of common stock issued for services | $ 600,000 | ||||||||||||||||||||||||||
Greg Anthony [Member] | |||||||||||||||||||||||||||
Number of common stock issued for services | 5,000,000 | ||||||||||||||||||||||||||
Value of common stock issued for services | $ 2,000,000 | ||||||||||||||||||||||||||
Officers [Member] | |||||||||||||||||||||||||||
Share issued price per share | $ 0.40 | ||||||||||||||||||||||||||
Frost [Member] | |||||||||||||||||||||||||||
Options exercised, shares | 250,000 | ||||||||||||||||||||||||||
Stock options, exercise price | $ 0.077 | ||||||||||||||||||||||||||
Options exercised | $ 19,250 | ||||||||||||||||||||||||||
Jeff Deforrest [Member] | |||||||||||||||||||||||||||
Number of common stock issued for services | 50,000 | ||||||||||||||||||||||||||
Share issued price per share | $ 0.21 | ||||||||||||||||||||||||||
Value of common stock issued for services | $ 10,500 | ||||||||||||||||||||||||||
Joseph B. Frost [Member] | |||||||||||||||||||||||||||
Options exercised, shares | 250,000 | ||||||||||||||||||||||||||
Stock options, exercise price | $ 0.077 | $ 0.077 | |||||||||||||||||||||||||
Options exercised | $ 19,250 | ||||||||||||||||||||||||||
Stock options issued | 250,000 | ||||||||||||||||||||||||||
Stock options, description | The options vest at a rate of 25% every six months after the grant date | ||||||||||||||||||||||||||
Option vesting rate | 25.00% | ||||||||||||||||||||||||||
Fair value of options | $ 15,809 | ||||||||||||||||||||||||||
Market price | $ 0.06 |
SCHEDULE OF INCOME TAX EXPENSE
SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Tax expense (benefit) at the statutory rate | $ (205,425) | $ (66,230) |
State income taxes, net of federal income tax benefit | (48,911) | (15,769) |
Change in valuation allowance | 254,336 | 81,999 |
Total |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 254,336 | $ 247,032 |
Timing differences | ||
Total gross deferred tax assets | 254,336 | 247,032 |
Less: Deferred tax asset valuation allowance | (254,336) | (247,032) |
Total net deferred taxes |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 254,336 | |
Federal statutory income tax rate, percent | 21.00% | 21.00% |
Deferred tax assets percentage | 100.00% | |
Valuation allowance for remaining net deferred tax assets | $ 254,336 | $ 0 |
2041 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 0 |
SCHEDULE OF OPERATING REVENUE C
SCHEDULE OF OPERATING REVENUE CLASSES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total | $ 6,595,867 | $ 5,524,410 |
Altitude Chambers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | ||
Tuition Based Sports Academies [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 6,122,834 | 5,524,410 |
Water Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | $ 473,033 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Mar. 07, 2022 | Mar. 01, 2022 | Feb. 22, 2022 | Feb. 08, 2022 | Feb. 01, 2022 | Jan. 01, 2022 | Dec. 01, 2021 | Nov. 01, 2021 | Oct. 01, 2021 | Sep. 01, 2021 | Aug. 01, 2021 | Jul. 01, 2021 | Jun. 01, 2021 | May 01, 2021 | Apr. 01, 2021 | Mar. 09, 2021 | Feb. 01, 2021 | Jan. 02, 2021 | Mar. 01, 2021 |
Subsequent Event [Line Items] | |||||||||||||||||||
Number of common stock shares issued | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 12,500 | 50,000 | 12,500 | 12,500 | |||||||
Share issued price per share | $ 0.072 | $ 0.1797 | $ 0.20 | $ 0.298 | $ 0.201 | $ 0.201 | $ 0.201 | $ 0.22 | $ 0.408 | $ 0.58 | $ 0.295 | $ 0.103 | $ 0.708 | ||||||
Value of common stock shares issued | $ 900 | $ 2,246 | $ 2,500 | $ 3,725 | $ 5,375 | $ 2,478 | $ 2,512 | $ 2,750 | $ 5,100 | $ 29,000 | $ 3,687 | $ 1,288 | |||||||
Subsequent Event [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Number of common stock shares issued | 12,500 | 12,500 | 12,500 | ||||||||||||||||
Share issued price per share | $ 0.06 | $ 0.069 | $ 0.119 | ||||||||||||||||
Value of common stock shares issued | $ 750 | $ 862 | $ 1,488 | ||||||||||||||||
Subsequent Event [Member] | Hospitality Funding Inc [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Number of common stock shares issued | 1,000,000 | ||||||||||||||||||
Subsequent Event [Member] | Loan Agreement [Member] | FVP [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Advance from related party | $ 100,000 | ||||||||||||||||||
Subsequent Event [Member] | Consulting Management License Agreement [Member] | Certain Members [Member] | Soccer Partners America [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 10,000,000 |