Exhibit 99.2
SOCCER PARTNERS AMERICA
Condensed Financial Statements
March 31, 2022
(unaudited)
SOCCER PARTNERS AMERICA
Table of Contents
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Condensed Statement of Financial Position
(unaudited)
| March 31, 2022 | June 30, 2021 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | 759,695 | $ | 329,539 | ||||
| Accounts receivable, net | 581,645 | 464,361 | ||||||
| Prepaid expenses | 433,645 | 62,976 | ||||||
| Total current assets | 1,774,985 | 856,876 | ||||||
| Fixed assets, net | 4,065 | 1,887 | ||||||
| Total assets | $ | 1,779,050 | $ | 858,763 | ||||
| LIABILITIES AND NET ASSETS (DEFICIT) | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | 30,168 | $ | 28,422 | ||||
| Deferred revenue | 482,480 | 78,877 | ||||||
| Total current liabilities | 512,648 | 107,299 | ||||||
| Non-current liabilites | ||||||||
| SBA loan | 100,000 | 240,800 | ||||||
| Other loans payable | 501,724 | 551,724 | ||||||
| Total non-current liabilities | 601,724 | 792,524 | ||||||
| Total liabilities | 1,114,372 | 899,823 | ||||||
| Commitments and contingencies (Note 5) | - | - | ||||||
| Net assets (deficit) | ||||||||
| Without donor restrictions | 664,678 | (41,060 | ) | |||||
| Total net assets (deficit) | 664,678 | (41,060 | ) | |||||
| Total liabilities and net assets (deficit) | $ | 1,779,050 | $ | 858,763 | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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Condensed Statement of Activities and Net Assets
For the Nine Months Ended March 31,
(unaudited)
| Unrestricted | ||||||||
| 2022 | 2021 | |||||||
| Income | $ | 2,392,097 | $ | 1,196,327 | ||||
| Operating expenses | ||||||||
| Direct costs of income | 1,117,086 | 541,669 | ||||||
| Salaries and expenses | 591,495 | 392,930 | ||||||
| Marketing | 20,545 | 15,737 | ||||||
| Bad debt expense | 3,866 | 500,000 | ||||||
| Other general and administrative | 135,347 | 122,955 | ||||||
| Total operating expenses | 1,868,339 | 1,573,291 | ||||||
| Operating income | 523,757 | (376,964 | ) | |||||
| Other income (expense) | ||||||||
| Gain on payment on bad debt expense | 41,180 | - | ||||||
| Gain on forgiveness of PPP loan | 140,800 | 140,800 | ||||||
| Total other income (expense) | 181,980 | 140,800 | ||||||
| Change in net assets (deficit) | 705,738 | (236,164 | ) | |||||
| Net deficit at beginning of year | (41,060 | ) | (558,093 | ) | ||||
| Net assets (deficit) at end of year | $ | 664,678 | $ | (794,257 | ) | |||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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Condensed Statement of Cash Flows
For the Nine Months Ended March 31,
(unaudited)
| 2022 | 2021 | |||||||
| Cash flows from operating activities: | ||||||||
| Increase in net assets (deficit) | $ | 705,738 | $ | (236,164 | ) | |||
| Adjustments to reconcile increase in net assets (deficit) to net cash used in operations: | ||||||||
| Bade debt expense | - | 587,310 | ||||||
| Gain on forgiveness of PPP loans | (140,800 | ) | - | |||||
| Change in operating assets and liabilities: | ||||||||
| Accounts receivable | (117,284 | ) | 7,083 | |||||
| Prepaid expense | (370,669 | ) | (8,197 | ) | ||||
| Accounts payable and accrued expenses | 1,746 | (112,151 | ) | |||||
| Deferred revenue | 403,603 | 8,547 | ||||||
| Net cash provided by operating activities | 482,334 | 246,428 | ||||||
| Cash flows used in investing activities: | ||||||||
| Purchase of fixed assets | (2,178 | ) | (509 | ) | ||||
| Net cash used in investing activities | (2,178 | ) | (509 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Repayment of SBA loan | - | (50,000 | ) | |||||
| Repayment of other loans payable | (50,000 | ) | (49,776 | ) | ||||
| Net cash provided by financing activities | (50,000 | ) | (99,776 | ) | ||||
| Net increase in cash | 430,156 | 146,143 | ||||||
| Cash at beginning of year | 329,539 | 234,796 | ||||||
| Cash at end of year | $ | 759,695 | $ | 380,939 | ||||
| Cash paid for interest | $ | - | $ | - | ||||
| Cash paid for taxes | $ | - | $ | - | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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Notes to the Condensed Financial Statements
March 31, 2022
(unaudited)
NOTE 1 – NATURE OF OPERATIONS
Company Background
Soccer Partners America (the “Company,” “we,” “us,” “our,” or “Rush Soccer”), was incorporated in the State of Colorado on October 1, 2005 as a not for profit corporation.
On March 7, 2022, Rush Soccer and Altitude International Holdings, Inc. (“Altitude Holdings”) and CMA Soccer LLC, a subsidiary of Altitude Holdings (collectively “Altitude”) entered into a Consulting, Management and License Agreement. As part of the agreement, certain members of the management of Soccer Partners were granted a combined total of 10,000,000 shares of common stock of Altitude Holdings and employment agreements for five individuals. Additionally, over a 20-year period, Altitude will pay the Company $20,000 annually, for a total of $400,000. See Note 7.
Nature of Operations
Rush Soccer is a multi-faceted organization focused on worldwide soccer leagues and assisting youth clubs around the United States grow and provide better services for its members. The Company organizes and manages tournaments, sells uniforms and offers membership in its programs.
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 June 30.
Financial Statement Presentation
Under Accounting Standards Codification (“ASC”) Topic 958, Not-for-Profit Entities, the Company is required to evaluate whether the resource provider is receiving commensurate value in a transfer of assets transaction and whether contributions are conditional or unconditional.
Net assets and revenues, expenses, gains and losses are classified based on the existence or absence of donor-imposed restrictions. Accordingly, net assets/deficit and changes therein are classified as follows:
Net Assets/Deficit With Donor Restrictions – Net assets/deficit subject to donor-imposed stipulations that may or will be met by actions of the Company and/or the passage of time.
Net Assets/Deficit Without Donor Restrictions – Net assets/deficit not subject to donor-imposed stipulations. Net assets/deficit that are without donor restriction but have been designated for a particular purpose by the finance committee, if any, are reflected as Designated Net Assets/Deficit.
Revenues are reported as increases in net assets or decreases in net deficit without donor restrictions unless use of the related assets is limited by donor-imposed restrictions. Expenses are reported as decreases in net assets without donor restrictions. Expirations of temporarily restricted net assets/deficit (i.e., the donor-stipulated purpose has been fulfilled and/or the stipulated time period has elapsed) are reported as reclassifications between the applicable classes of net assets/deficit. Contribution of assets other than cash are recorded at their estimated fair value.
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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 March 31, 2022 and June 30, 2021 of approximately $509,695 and $79,539, respectively.
Accounts Receivable
Accounts receivable for the rebate for soccer kits purchased by club members and membership rebates are recorded by the Company. As of March 31, 2022, the balance was $581,645 of which $565,642 is due from Capelli Sport. As of June 30, 2021, the balance was $464,361 of which $461,535 is due from Capelli Sport, a related party (see Note 6).
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. The allowance for doubtful accounts at March 31. 2022 and June 30, 2021 was $0 and $0, respectively.
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:
| Computers, software, and office equipment | 1 – 6 years |
| Machinery and equipment | 3 – 5 years |
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) hosting events, 2) membership fees, and 3) selling uniforms.
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 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. Revenue is recognized at the time of performance in regard to certain events.
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Our event revenues are related to soccer tournaments. Our performance obligations are met when the tournament is complete.
Our membership fees are related to a business-to-business transaction and the invoice is due upon receipt. The Company bills its affiliated clubs for being part of the “Rush Soccer” brand. Every club that partners with Rush Soccer pays $12 per player annually which affords the club to have access to the Rush Soccer programs and services. The individual clubs choose which programs best fits their business needs and utilizes the Company’s resources when it is best for their business and membership.
Our uniform sales are related to the purchase by consumers of uniforms. Our performance obligations are met when the uniform is sent to the purchaser.
Blue Sombrero makes up approximately 12% of the revenue of the Company for the year ended June 30, 2021.
Deferred Revenue
Our payment terms generally require an initial deposit to confirm a reservation for hosted events. Historically, the Company’s deferred revenue balances have been comprised solely of customer deposit balances and changes from period to period due to the seasonal nature of the event cycle. Deposits for any event and/or program are the normal course of business. As of March 31, 2022 and June 30, 2021, deferred revenue amounted to $482,480 and $78,877, respectively.
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.
Income Taxes
The company is a non-for-profit company exempt from income taxes under Section 501(c)(3) of the Internal Revenue Code and classified by the Internal Revenue Services as other than a private foundation.
Recent Accounting Pronouncements
Recently Issued Accounting Standards: Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
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NOTE 3 – FIXED ASSETS
The Company has fixed assets related to computer and equipment, and machinery and equipment. The depreciation of the equipment is over a three-year period. As of March 31, 2022 and June 30, 2021, the Company had fixed assets, net of accumulated depreciation, of $4,065 and $1,887, respectively. The fixed assets are as follows:
| March 31, 2022 | June 30, 2021 | |||||||
| Computer and equipment | $ | 507 | $ | 507 | ||||
| Machinery and equipment | 3,558 | 1,380 | ||||||
| Total fixed assets | 4,065 | 1,887 | ||||||
| Less: Accumulated depreciation | - | - | ||||||
| Total fixed assets, net | $ | 4,065 | $ | 1,887 | ||||
Depreciation for the nine months ended March 31, 2022 and 2021 was $0 and $0, respectively.
NOTE 4 – NOTES PAYABLE
On April 10, 2020, the Company received $140,800 from the United States Small Business Administration (“SBA”) under the Paycheck Protection Program (“PPP”). The note had interest of 1%. This note was forgiven on January 19, 2021. The forgiveness was treated as grant income in the period they were received.
On June 15, 2020, the Company received $150,000 from the SBA. The promissory note requires monthly payments of $641, to begin twelve months from the date of the promissory note. The promissory note matures on June 15, 2050 and bears interest of 2.75%. The promissory note is secured by the assets of the Company. This promissory note was issued under the disaster loan program in connection with the COVID-19 emergency. At March 31, 2022 and June 30, 2021, the balance was $100,000 and $100,000, respectively.
On January 23, 2021, the Company received $140,800 from the SBA under PPP. The note had interest of 1%. This note was forgiven on September 1, 2021 (see Note 7). The forgiveness was treated as grant income in the period they were received. At March 31, 2022 and June 30, 2021, the balance was $0 and $140,800, respectively.
NOTE 5 – 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.
NOTE 6 – RELATED PARTY TRANSACTIONS
The Company conducts business with Capelli Sport. Elizabeth Altirs is a co-Founder and Creative Director of Capelli Sport and is a member of the Board of Directors of the Company as of June 30, 2021. The related party ceased on March 7, 2022 related to the acquisition by Altitude (see Note 1).
The Company utilizes an American Express credit card which has cards issued to three employees. The credit card account is personally guaranteed by Justin Miller, Chief Operating Officer of the Company.
NOTE 7 – SUBSEQUENT EVENTS
None.
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