Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 20, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
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 | $ 6,412,641 | ||
Entity Common Stock, Shares Outstanding | 492,176,843 | ||
Auditor Firm ID | 76 | ||
Auditor Name | Turner, Stone & Company, L.L.P | ||
Auditor Location | Dallas, Texas |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 1,596,138 | $ 423,165 |
Accounts receivable, net | 738,255 | 91,520 |
Inventory | 364,025 | 161,235 |
Prepaid expense | 578,158 | 88,134 |
Deferred offering costs | 197,500 | |
Total current assets | 3,474,076 | 764,054 |
Property, equipment and land, net | ||
Land | 28,200,000 | |
Fixed assets, net | 30,812,040 | 71,036 |
Construction-in-process | 1,483,814 | |
Total property, equipment and land, net | 60,495,854 | 71,036 |
Intangible assets, net | 395,049 | 287,500 |
Cash, restricted | 6,837,731 | |
Franchise fees | 101,100 | |
Deposits | 220,415 | |
Goodwill | 29,493,398 | 29,493,398 |
Total assets | 101,017,623 | 30,615,988 |
Current liabilities | ||
Notes payable, net of discounts | 3,012,735 | |
Accounts payable and accrued expenses | 4,157,890 | 436,896 |
Stockholders’ advance | 36,211 | 36,211 |
PPP loan | 20,800 | |
Loan payable | 448,321 | |
Hotel financing, current | 4,400,000 | |
Deferred revenue | 2,970,363 | 1,388,126 |
Total current liabilities | 15,025,520 | 1,882,033 |
Non-current liabilities | ||
Other non-current liability | 117,548 | |
Hotel financing, non-current | 50,222,517 | |
Notes payable, net of discounts | 11,768,735 | |
Notes payable, net of current portion | 767,129 | 1,288,887 |
Total non-current liabilities | 62,875,929 | 1,288,887 |
Total liabilities | 77,901,449 | 3,170,920 |
Commitments and contingencies - Note 8 | ||
Stockholders’ equity | ||
Preferred stock - no par value, 5,000,000 shares authorized, 51 and 51 shares issued and outstanding at December 31, 2022 and 2021, respectively | ||
Common stock - no par value, 600,000,000 shares authorized, 492,239,343 and 358,070,905 shares issued, issuable, and outstanding at December 31, 2022 and 2021, respectively | 34,659,879 | 30,362,949 |
Accumulated deficit | (11,543,705) | (2,917,881) |
Total stockholders’ equity | 23,116,174 | 27,445,068 |
Total liabilities and stockholders’ equity | $ 101,017,623 | $ 30,615,988 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
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 | 51 |
Preferred stock, shares outstanding | 51 | 51 |
Common stock, no par value | $ 0 | $ 0 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 492,239,343 | 358,070,905 |
Common stock, shares outstanding | 492,239,343 | 358,070,905 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 12,209,237 | $ 6,595,867 |
Operating expenses | ||
Direct costs of revenue | 9,508,184 | 2,862,941 |
Professional fees | 950,456 | 407,401 |
Salary and related expenses | 4,329,582 | 2,396,915 |
Stock-based compensation | 222,809 | 657,947 |
Marketing expense | 349,268 | 240,080 |
Rent expense | 1,589,699 | 648,080 |
Depreciation and amortization expense | 321,653 | 229,530 |
Other general and administrative expenses | 2,496,290 | 1,574,975 |
Total operating expenses | 19,767,941 | 9,017,869 |
Loss from operations | (7,558,704) | (2,422,002) |
Other income (expenses) | ||
Loss on settlement of debt | (11,754) | |
Gain on forgiveness of PPP loans | 20,800 | 614,972 |
Gain on bargain purchase | 238,600 | |
Amortization of debt discount | (839,850) | |
Interest expense | (486,670) | (22,833) |
Total other income (expenses) | (1,067,120) | 580,385 |
Net loss | $ (8,625,824) | $ (1,841,617) |
Net loss per share - basic and fully diluted | $ (0.02) | $ (0.01) |
Weighted average number of shares of common stock - basic and fully diluted | 413,126,318 | 189,059,461 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Members Deficit [Member] | Noncontrolling Interest [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 100 | $ (1,981,343) | $ (44,454) | $ (26,005) | $ (2,051,702) | ||
Balance, shares at Dec. 31, 2020 | |||||||
Issuance of common stock for services | $ 657,947 | 657,947 | |||||
Issuance of common stock for services, shares | 3,062,500 | ||||||
Private placement sale of common stock of Breunich Holding, Inc. | 1,251,000 | 1,251,000 | |||||
Private placement sale of common stock of Breunich Holding, Inc., shares | |||||||
Conversion of debt to common stock | $ 87,080 | 87,080 | |||||
Conversion of debt to common stock, shares | 181,417 | ||||||
Options exercised into common stock | $ 19,250 | 19,250 | |||||
Options exercised into common stock, shares | 250,000 | ||||||
Acquisition of Altitude International Holdings | $ 29,598,672 | (100) | 730,343 | 44,454 | (1,050,259) | 29,323,110 | |
Acquisition of BHI, shares | 51 | 354,576,988 | |||||
Net loss | (1,841,617) | (1,841,617) | |||||
Balance at Dec. 31, 2021 | $ 30,362,949 | (2,917,881) | 27,445,068 | ||||
Balance, shares at Dec. 31, 2021 | 51 | 358,070,905 | |||||
Issuance of common stock for services | $ 222,809 | 222,809 | |||||
Issuance of common stock for services, shares | 5,050,000 | ||||||
Net loss | (8,625,824) | (8,625,824) | |||||
Issuance of common stock for acquisition | $ 531,096 | 531,096 | |||||
Issuance of common stock for acquisition, shares | 10,000,000 | ||||||
Issuance of common stock as debt discount to loan | $ 451,636 | 451,636 | |||||
Issuance of common stock as debt discount to loan, shares | 16,363,636 | ||||||
Issuance of common stock for financing | $ 3,091,389 | 3,091,389 | |||||
Issuance of common stock for financing, shares | 102,754,802 | ||||||
Balance at Dec. 31, 2022 | $ 34,659,879 | $ (11,543,705) | $ 23,116,174 | ||||
Balance, shares at Dec. 31, 2022 | 51 | 492,239,343 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (8,625,824) | $ (1,841,617) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 321,653 | 229,530 |
Amortization of debt discount | 839,850 | |
Stock-based compensation | 222,809 | 657,947 |
Bad debt expense | 332,455 | 205,455 |
Loss on forgiveness of debt | 11,754 | |
Gain on bargain purchase | (238,600) | |
Forgiveness of PPP loan | (20,800) | (614,972) |
Change in assets and liabilities: | ||
Accounts receivable | (584,652) | (27,013) |
Inventory | (202,790) | (110,699) |
Prepaid expense | (371,875) | 113,869 |
Franchise fees | (101,100) | |
Deposits | (219,615) | |
Accounts payable and accrued expenses | 3,832,940 | (84,658) |
Accounts payable and accrued expenses - related party | (113,422) | |
Deferred revenue | 1,362,320 | (116,413) |
Net cash used in operating activities | (3,453,229) | (1,690,239) |
Cash flows from investing activities: | ||
Acquisition of Rush Soccer, net of cash acquired | 1,216,126 | |
Acquisition of ALTD, net | 4,122 | |
Construction in progress | (1,483,814) | |
Purchase of fixed assets | (1,386,009) | (1,967) |
Net cash provided by (used in) investing activities | (1,653,697) | 2,155 |
Cash flows from financing activities: | ||
Proceeds from notes payable | 13,857,704 | 500,000 |
Proceeds from PPP loans | 584,377 | |
Proceeds from private placement of BHI common stock | 1,251,000 | |
Proceeds from stock options exercised | 19,250 | |
Repayment of notes payable to related parties | (69,200) | |
Repayment of financing | (377,483) | |
Deferred offering costs | (197,500) | |
Repayment of notes payable | (165,091) | (308,181) |
Net cash provided by financing activities | 13,117,630 | 1,977,246 |
Net increase in cash | 8,010,704 | 289,162 |
Cash at beginning of year | 423,165 | 134,003 |
Cash at end of year | 8,433,869 | 423,165 |
Cash paid for interest | 270,963 | 23,651 |
Cash paid for taxes | ||
Non-cash investing and financing activities: | ||
Issuance of common stock for financing | 3,543,025 | |
Issuance of common stock for accounts payable settlement | 90,708 | |
Fixed assets acquired through financing | $ 57,759,518 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
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. or “Altitude-NY,” now referred to as the “Company,” “we,” “us,” “our,” or “Altitude”), 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 its 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 International”), a Wisconsin corporation. Altitude International 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 since the Share Exchange. Altitude International 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 entered into a Share Exchange Agreement (the “Agreement”) with Breunich Holding, Inc., a Delaware entity (“BHI”). For financial reporting purposes, the acquisition of BHI and the change of control in connection with the acquisition represented a “reverse merger” and BHI is deemed to be the accounting acquirer in the transaction. BHI is the acquirer for financial reporting purposes, and the Company (Altitude) is the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the acquisition are those of BHI. Pursuant to the terms of the Agreement, the Company agreed to issue 295,986,724 100% 51 Following the closing of the Agreement, BHI is a wholly owned subsidiary of the Company, with each of its subsidiaries operating as wholly owned subsidiaries. The Company is a holding company comprised of multiple scalable related revenue streams that together create a vertically integrated high-performance sports, education, and technology group. Our mission is to redefine and revolutionize athletic preparation and training. On July 26, 2022, the Company formed Altitude Hospitality LLC which was formed for the operations of the hotel resort acquired on September 2, 2022. The membership interests of this business were assigned on March 6, 2023, as described below and are no longer part of the Company’s operations. On July 28, 2022, the Company formed Rush Education LLC. On August 26, 2022, Rush Education registered as a foreign corporation in Hawaii. The Company projects Rush Education being operated in various states. Effective as of December 31, 2022, the Company closed Six Log Cleaning & Sanitizing LLC. On March 6, 2023, the Company assigned the membership interests of Altitude Hospitality to FVP Servicing, LLC’s designee (“FVP Servicing”) (see Note 14). In 2022, we operated through the following wholly owned subsidiaries: BHI, Altitude International, Inc., a Wisconsin corporation (“Altitude Chambers”), Altitude Hospitality LLC (“Altitude Hospitality”), Florida limited liability company, Rush Education LLC (“Rush Education”), a Florida limited liability company, Altitude Sports Management Corp., a Wisconsin corporation (“Altitude Sports Management Corp.”), ITA-USA Enterprise, LLC, a Florida limited liability company (“Altitude Academies”), CMA Soccer, LLC, a Florida limited liability company (“CMAS”), Trident Water, LLC, a Florida limited liability company (“Altitude Water”), Altitude Wellness, LLC, a Florida limited liability company (“Altitude Wellness”), NVL Academy, LLC, a Florida limited liability company (“Altitude Volleyball”), North Miami Beach Academy LLC, a Florida limited liability company (“NMBA”), and Altitude Online, LLC, a Florida limited liability company (“Altitude Online”). On March 6, 2023, Altitude Hospitality was assigned to FVP Servicing (see Note 14). Nature of Operations Altitude is a holding company focused on a people-first, global wellness group through its operating subsidiaries which are comprised of multiple scalable related revenue streams that together create a vertically integrated high-performance sports, education, and technology group. Our mission is to redefine and revolutionize athletic preparation and training while providing relief, opportunity, and wellness to those that need it the most. Our sports and education properties comprise what is currently known as Altitude Academies. Our wholly owned subsidiary, Altitude International, Inc. manufactures a variety of world-class hypoxic training chambers, which enables competitive athletes of all kinds to train in a simulated high-altitude environment. This controlled oxygen-deficient environment coupled with specific training protocols achieves numerous scientifically proven benefits in athletic development. Altitude recently has launched its high-performance wellness center, Altitude Wellness, LLC, to serve as the reoccurring revenue model for Altitude’s chamber technology. Altitude Water manufactures several types of Atmospheric Water Generators (“AWG”) ranging from small residential and light commercial to heavy-duty military-grade machines designed for larger-scale uses. Altitude Water’s next-generation air-to-water machines and our proprietary “EnviroGuard™” purification system controlled by our proprietary software produce some of the purest and finest drinking water in the world. Altitude Water’s drinking water is highly oxygenated, ideally suited for athlete hydration amid competitive performance. Altitude’s growth initiatives include scaling the existing tuition categories, adding new ones in sports, arts, and sciences in the coming years, pursuing a consolidation strategy within the soccer club system in the United States, and exponentially growing our accredited academic model. The management team of Altitude is well versed in developing an ecosystem where the business sectors drive network and growth impact between one another, providing increased earnings and value to the Altitude properties. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
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 subsidiaries. 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 Altitude International, Inc. Altitude Wellness LLC Altitude Online Learning LLC Cognia ™ Performance Accreditation by the Cognia Global Commission Altitude Sports Management Corp. Altitude Hospitality LLC Rush Education LLC Liquidity and Going Concern 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, 2022, we had $ 1,596,138 8,625,824 11,551,443 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 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”) insurance amounts of $ 250,000 The following table provides a reconciliation of cash and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows: SCHEDULE OF CASH AND RESTRICTED CASH December 31, 2022 Cash $ 1,596,138 Restricted cash included in other long-term assets (see Note 5) 6,837,731 Total cash and restricted cash shown in the statement of cash flows $ 8,433,869 Accounts Receivable As of December 31, 2022, and 2021, the net accounts receivable balances were $ 738,255 91,520 536,191 205,455 1. Altitude Academies – The tuition is paid typically in two installments but, on a case-by-case basis, modifications do occur. 2. Rush Soccer – Rebates for soccer kits purchased by club members and membership rebates. 3. Altitude Water – The normal credit terms are 50% down with final payment upon delivery. 4. Altitude Chambers – The normal credit terms are 50% down with progress payments until final payment upon delivery. 5. Altitude Hospitality – The normal hotel terms related to the collection of revenue. Bad debt expense is determined based on the aging of accounts receivable and subsequent collections. Typically, receivables aged 60 days, or more are reviewed for determination. Receivables over 90 days, unless payment terms with some payments made to date, are reserved as additional allowance for doubtful accounts. Deferred Costs Deferred offering costs as of December 31, 2022, is $ 197,500 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 Hotel 5 6 39 years Inventory and Direct Costs of Revenue The inventory is comprised of Atmospheric Water Generators (“AWG’s”) at Trident, chamber related parts at Altitude International, food and beverages at Altitude Hospitality, and golf pro shop retail items at ITA, and is valued at the lower of cost or market. As of December 31, 2022, and 2021, the inventory was valued at $ 364,025 161,235 Inventory is comprised of: SCHEDULE OF INVENTORY 12/31/22 12/31/21 Finished goods $ 94,133 $ 33,000 Parts 177,014 128,235 Golf course pro shop 29,687 - Food and beverage 63,191 - Total $ 364,025 $ 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360-10, Property, Plant, and Equipment Revenue Recognition Our sales are generated from seven revenue streams: 1) contracts with customers for the design, development, manufacture, and installation of simulated altitude athletic equipment, 2) sports training and academic tuition, 3) hosting events, 4) membership fees, 5) uniform sales, 6) sale of atmospheric water generators, and 7) revenues for hotel reservations. 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 atmospheric water generators (“AWG”), 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. In regard to the revenue associated with Rush Soccer, the revenue related to events is recognized at the time of the event. The revenue associated with uniforms is recognized at the time of delivery. Membership fees are recognized at the beginning of the membership period. In regard to the simulated athletic equipment and the atmospheric water generators, the revenue is recognized upon delivery and/or installation, specific to the customer. In regard to the hotel resort, the revenue is recognized daily during the stay of the hotel guest for all services including, but not limited to, spa services and green fees for golf course. 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 number 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, 2022, and 2021, deferred revenue amounted to $ 2,970,363 1,388,126 Stock-Based Compensation The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718, Compensation – Stock Compensation, and Certain Redeemable 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 common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by FASB, ASC Topic 260, Earnings per Share Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes 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, 2022. 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, 2022. 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, 2022, based on the assessment of Management, the Company determined that goodwill associated with the share exchange in which the Company acquired BHI amounted to $ 29,493,398 234,166 Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt with Conversion and Other Options Debt, 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. |
ACQUISITION
ACQUISITION | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITION | NOTE 3 – ACQUISITION Soccer Partners America 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 shares of common stock of the Company and employment agreements for five individuals. The Company’s common stock is not historically traded at a significant volume which has caused significant fluctuations in the price per share. For the initial valuation, the stock was valued at $ 0.0556 per share per the closing price on March 4, 2022, or $ 560,000 . The Company also pays consideration of $ 20,000 per year for a period of 20 years , or $ 400,000 , to Soccer Partners. 234,166 The following table summarizes the consideration given for Altitude and the provisional fair values of the assets and liabilities assumed at the acquisition date. SCHEDULE OF BUSINESS COMBINATIONS AT FAIR VALUE Consideration given: Common stock shares given $ 560,000 Future consideration 400,000 Total consideration given $ 960,000 Fair value of identifiable assets acquired, and liabilities assumed: Cash $ 1,216,126 Accounts receivable 447,941 Prepaid expenses 118,150 Other current assets 800 Fixed assets, net 9,065 Intangible asset 137,549 Loan payable (501,724 ) Accounts payable and accrued expenses (176,275 ) Deferred revenue (219,917 ) License payable (137,549 ) Note payable (100,000 ) Total identifiable net asset 794,166 Bargain purchase 234,166 Common stock consideration $ 560,000 Pro-Forma Financial Information The following unaudited pro-forma data summarizes the result of operations for the years ended December 31, 2022, and 2021, as if the acquisition Rush Soccer had been completed on January 1, 2021. The pro-forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2021. SCHEDULE OF PRO-FORMA FINANCIAL INFORMATION ALTD Soccer Adjustments Total For the Year Ended December 31, 2022 Rush Pro-forma ALTD Soccer Adjustments Total Revenue and income, net $ 9,295,346 $ 3,347,897 $ - $ 12,643,243 Operating expenses 17,381,677 3,352,588 - 20,734,265 Loss from operations (8,086,331 ) (4,691 ) - (8,091,022 ) Other income (expense) (1,084,318 ) 140,800 - (943,518 ) Net income (loss) $ (9,170,649 ) $ 136,109 $ - $ (9,034,540 ) Net loss per common share – basic and fully diluted $ (0.02 ) $ (0.02 ) Weighted average number of common shares outstanding during the period – basic and fully diluted 413,126,318 413,126,318 ALTD Soccer Adjustments Total For the Year Ended December 31, 2021 Rush Pro-forma ALTD Soccer Adjustments Total Revenue and income, net $ 6,595,867 $ 2,998,214 $ - $ 9,594,081 Operating expenses 9,017,869 2,255,127 - 11,272,996 Income (loss) from operations (2,422,002 ) 743,087 - (1,678,915 ) Other income (expense) 580,385 - - 580,385 Net income (loss) $ (1,841,617 ) $ 743,087 $ - $ (1,098,530 ) Net loss per common share - basic and fully diluted $ (0.01 ) $ (0.01 ) Weighted average number of common shares outstanding during the period - basic and fully diluted 189,059,461 189,059,461 |
FIXED ASSETS
FIXED ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, and 2021, the Company had fixed assets, net of accumulated depreciation, of $ 30,812,040 71,036 SCHEDULE OF FIXED ASSETS December 31, December 31, 2022 2021 Hotel $ 30,945,527 $ - Computer and equipment 223,827 148,893 Furniture and fixtures 27,786 17,331 Leasehold improvements 162,840 234,835 Operating / shop equipment 257,428 185,128 Transportation equipment 38,427 36,991 Total fixed assets 31,655,835 623,178 Less: Accumulated depreciation 843,795 552,142 Total fixed assets, net $ 30,812,040 $ 71,036 Depreciation for the years ended December 31, 2022, and 2021 was $ 291,653 229,530 |
RESERVES, LEASE AGREEMENT, PURC
RESERVES, LEASE AGREEMENT, PURCHASE OPTION FOR ACQUISITION AND SETTLEMENT AGREEMENT | 12 Months Ended |
Dec. 31, 2022 | |
Reserves Lease Agreement Purchase Option For Acquisition And Settlement Agreement | |
RESERVES, LEASE AGREEMENT, PURCHASE OPTION FOR ACQUISITION AND SETTLEMENT AGREEMENT | NOTE 5 – RESERVES, LEASE AGREEMENT, PURCHASE OPTION FOR ACQUISITION AND SETTLEMENT AGREEMENT Altitude Hospitality Transactions and Divestiture In September 2022, Altitude Hospitality, LLC (“Altitude Hospitality”), then our wholly owned subsidiary, entered into a series of transactions related to the control of the operations of the Sandpiper Bay Resort in Port St. Lucie, Florida (the “Resort”) (formerly the ClubMed Sandpiper Bay), the property at which we operate our sports academies businesses. These transactions with Altitude Hospitality and the divestiture of all the membership interests of Altitude Hospitality on March 6, 2023, are further described below. Purchase Agreement On April 27, 2022, the Company that certain Purchase and Sale Agreement (the “Property PSA”) for the purchase by the Company of . Pursuant to the terms of the Property PSA the Company was allowed to assign its rights under the Property PSA. On September 2, 2022, the Company assigned to Altitude Hospitality its rights under the Property PSA. On September 2, 2022, Altitude Hospitality and STORE Capital Acquisitions, LLC, a Delaware limited liability company (“STORE”) entered into a purchase and sale agreement (the “STORE PSA”) whereby Altitude Hospitality agreed to designate STORE as the grantee under the deed from Sandpiper for purchase price of $ 55,000,000 Through the agreements described below, Altitude Hospitality operates the resort as “Sandpiper Bay Resort” under the “Trademark Collection® by Wyndham”. Financing Agreement Concurrently with the assignment of the Property PSA and the ultimate purchase of the Property by STORE, Altitude Hospitality entered into a lease agreement with STORE for Altitude Hospitality’s lease and use of the Property through September 30, 2042, with five-year extension options through 2062 (the “Lease”). The base annual rental under the Lease is $ 4,400,000 6,600,000 The Company agreed to unconditionally guarantee the payment and performance of Altitude Hospitality under the Lease until all obligations are paid under the Lease. Any debt of the Company is and will be subordinated to the indebtedness of Altitude Hospitality to STORE under the Lease. The guarantee of the Company under the Lease has not been removed or assigned despite the divestiture described below. Membership Agreement Altitude Hospitality entered into a Membership Agreement (the “Membership Agreement”) with TMH Worldwide, LLC (the “Franchisor”), through which Altitude Hospitality was granted franchise rights to operate under the “Trademark Collection® by Wyndham” brand. Pursuant to the Membership Agreement, Altitude Hospitality agreed to make certain property improvements. Disbursement Agreement The Company executed a disbursement agreement (the “Disbursement Agreement”) with STORE through which STORE agreed to fund up to $ 25,000,000 Management Agreement On August 6, 2022, the Company and Altitude Hospitality LLC, entered into a Hotel Management Agreement (the “Management Agreement”) with Our Town Hospitality LLC doing business as OTH Hotels Resorts, a Virginia limited liability company (the “Manager”). Loan Agreement On September 2, 2022, the Company, Altitude Hospitality and Trident Water, LLC, a Florida limited liability company (collectively, the “Borrowers”) entered into a Loan Agreement with FVP in its capacity as administrative agent, among others (the “September Loan Agreement”), and ancillary documents including an Exclusivity Agreement, Revenue Share Agreement, Security Agreement, and Payment Guaranty (each as defined in the September Loan Agreement) under which the Borrowers borrowed Fifteen Million Dollars ($ 15,000,000 2 13 September 2, 2025 3,250,000 102,754,802 Pursuant to the Revenue Share Agreement, Altitude Hospitality agreed to pay FVP an amount equal to twenty percent (20%) of all net operating income (the “Revenue Share”) for such calendar quarter (on a cumulative basis). Pursuant to the Exclusivity Agreement, the Company and its subsidiaries agreed to use Feenix Payment Systems, LLC (“FPS”) as the exclusive agent to provide credit card processing and related services. The Exclusivity Agreement shall remain in effect until one year after all obligations under the September Loan Agreement have been satisfied. Pursuant to the Security Agreement and Payment Guaranty, the Company’s wholly owned subsidiaries (except for Rush Education, LLC) have agreed to guarantee the Borrowers’ obligations under the Loan and have pledged their equity and granted a security interest in all their assets. The September Loan contains customary representations, warranties, covenants, indemnification, and other terms for transactions of a similar nature. FVP and Altitude Hospitality entered into two separate agreements related to the Loan on September 2, 2022. A Consent Agreement with STORE allows Altitude Hospitality to enter into the Loan Agreement and Security Agreement with FVP and requires STORE to give FVP notice of default and an opportunity to cure if Altitude Hospitality does not perform under the Lease Agreement or Disbursement Agreement. A Three-Party Agreement with the Franchisor allows FVP to cure any defaults of Altitude Hospitality and to take possession of the Property and the Lease in an event of default under the Loan Documents. Default under September Loan Agreement On December 8, 2022, the Company received a “ from FVP. The Default Notice was in regard to the September Loan Agreement 3,250,000 20 On December 16, 2022, the Company, Altitude Hospitality, LLC and Trident Water, LLC entered into an “Acknowledgment and Consent Agreement” (the “Consent Agreement”) with FVP, the administrative agent for certain lenders, and certain lenders relating to the Default Notice and default by the Company under the September Loan Agreement 1,250,000.00 In exchange for this advance, the Company and its subsidiaries acknowledged liability under the September Loan Agreement, waived certain rights and cure periods, and released FVP and the lenders from claims. Settlement Agreement and Divestiture of Altitude Hospitality On March 6, 2023, the Company, Altitude Hospitality and Trident Water, LLC, together with the Company’s wholly owned subsidiaries entered into a Settlement Agreement (the “Settlement Agreement”) with FVP, and certain lenders (collectively, the “Loan Parties”). The Settlement Agreement relates to events of default by the Company under the September Loan Agreement Under the terms of the Settlement In consideration for the assignment of the membership interests of Altitude Hospitality, the existing debt owed by the Company to the lenders under the September Loan Agreement was reduced by an amount of $ 18,255,476.11 750,000 Gregory Breunich, the manager of Altitude Hospitality resigned from Altitude Hospitality as required by the Settlement Agreement. Gregory Breunich will continue to serve as the Company’s CEO and Chairman. As a result of the assignment of Altitude Hospitality under the Settlement Agreement, all agreements previously executed by Altitude Hospitality were also assigned to FVP’s designee. These assignments include the Property PSA with STORE, the Lease with STORE, the Membership Agreement with the Franchisor, the Disbursement Agreement with STORE and the Management Agreement with the Manager. New Loan Agreement On March 6, 2023, in connection with the execution of the Settlement Agreement, the Company and Trident Water, LLC, entered into the New Loan Agreement with FVP and the lenders. The proceeds of the New Loan Agreement, in the original principal amount of $ 750,000 Under the terms of the New Loan Agreement, the maturity date of the loan is June 30, 2025, and the Company and the Loan Parties agreed to pay an interest rate of twelve percent ( 12 7,500 In connection with the New Loan Agreement, the Company also entered into several related documents. These include a Payment Guaranty through which the Company agreed that its wholly owned subsidiaries would guarantee the New Loan Agreement, a Security Agreement securing the debt, Promissory Notes in favor of the Lenders under the Loan Agreement, and a Third Amended and Restated Exclusivity Agreement with FPS governing the merchant services utilization of credit card processing and other related services provided by FPS to the Company and its subsidiaries. The New Loan Agreement contains customary representations, warranties, covenants, indemnification, and other terms for transactions of a similar nature. Upon the execution of the Settlement Agreement and the New Loan Agreement, FVP issued a payoff letter to the Company regarding the payment in full of the September Loan Agreement. Our sports academies, which we have operated on the Property for thirteen years, continue to operate. Accounting for the Transaction The Company recognized the transaction as a finance lease in accordance with ASC 820, Fair Value Measurement Reserve Accounts With the execution of the various agreements, the Company was required to have various reserve accounts as follows: ● Construction Reserve – Utilized for the costs of capital improvements on the hotel resort. Draws taken periodically to reimburse the Company for costs. The reserve is maintained by FVP Servicing LP. The balance at closing was $ 3,000,000 245,149 ● Interest Reserve – Utilized for the interest payments to STORE for the monthly lease payments. The reserve is maintained by FVP Servicing LP. The balance at closing was $ 3,000,000 1,164,082 ● STORE Reserve – Utilized for a security deposit. The reserve is maintained by FVP Servicing LP. The balance at closing was $ 6,600,000 5,428,500 The reserve accounts are maintained by STORE and Feenix, as applicable. These accounts are reflected on the balance sheet as “Cash, restricted.” Lease Agreement Concurrently with the assignment of the Property Purchase Agreement and the ultimate purchase of the Property by STORE, Altitude Hospitality entered into a Lease Agreement (the “Lease”) with STORE for Altitude Hospitality’s lease and use of the Property through September 30, 2042, with five-year extension options through 2062. The base annual rental under the Lease is $ 4,400,000 6,600,000 Altitude Hospitality will deposit monthly an amount between 2-4% of the gross revenue of the Property for the preceding month. If no event of default is occurring under the Lease, then Altitude Hospitality shall have the right to withdraw certain Approved Expenditures (as defined therein) from the Capital Replacement Reserve Account (as defined therein) to be used to pay for the cost of furniture, fixtures and equipment for the Property or other real property improvements to the Property, subject to certain requirements of STORE. The Company agreed to unconditionally guarantee the payment and performance of Altitude Hospitality under the Lease until all obligations are paid under the Lease. Any debt of the Company is and will be subordinated to the indebtedness of Altitude Hospitality to STORE under the Lease. The future lease payments, assuming the purchase option is not exercised, is as follows: SCHEDULE OF FUTURE LEASE PAYMENTS 2023 $ 4,422,000 2024 4,510,440 2025 4,600,649 2026 4,692,662 Thereafter 82,775,200 Total $ 101,000,951 Summary The Company recorded the transaction as follows: Hotel and Land – The $ 55,000,000 28,200,000 26,200,000 The Construction Reserve, STORE Reserve and the Interest Reserve were recorded on the balance sheet as restricted cash. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 6 – GOODWILL AND INTANGIBLE ASSETS The Company has goodwill related to the acquisition of Altitude International Holdings, Inc. As of December 31, 2022, and 2021, the Company had goodwill of $ 29,493,398 29,493,398 The Company has intangible assets related to the license agreement for $ 257,500 ten 137,549 twenty 395,049 287,500 30,000 12,500 The future amortization of the license agreement for $ 257,500 SCHEDULE OF INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE 2023 $ 30,000 2024 30,000 2025 30,000 2026 30,000 2027 30,000 Thereafter 107,500 Total $ 257,500 The future amortization of the license agreement for $ 137,549 2023 $ 6,877 2024 6,877 2025 6,877 2026 6,877 2027 6,877 Thereafter 103,164 Total $ 137,549 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 7 – NOTES PAYABLE SCHEDULE OF NOTES PAYABLE December 31, 2022 December 31, 2021 Accrued Accrued Principal Interest Total Principal Interest Total SBA EIDL $ 149,169 $ - $ 149,169 $ 149,169 $ - $ 149,169 FVPO Funds - - - 91,758 20,574 112,332 Grand Slam 404,559 - 404,599 434,560 - 434,560 FVPO Funds (a) (b) 3,206,667 - 3,206,667 500,000 - 500,000 FVPO Funds (a) (b) 15,268,699 - 15,268,699 - - - SBA EIDL 113,400 - 113,400 113,400 - 113,400 SBA 100,000 - 100,000 - - - Subtotal 19,242,494 - 19,242,494 1,288,887 20,574 1,309,461 Debt Discounts (a) (3,693,895 ) - (3,693,895 ) - - - Total $ 15,548,599 $ - $ 15,548,599 $ 1,288,887 $ 20,574 $ 1,309,461 (a) Debt discounts related to FVPO Funds. (b) In default. On May 5, 2020, the Company received $ 20,800 0 20,800 On January 11, 2019, ITA entered into a Term Loan Commitment (the “Loan Note”) with Feenix, which provides for a loan of $ 300,000 three 8.5 91,758 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 st 25 30,000 404,559 434,560 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 3.75 149,169 149,169 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 12 500,000 100,000 2,650,000 3,250,000 500,000 In the acquisition of Soccer America (see Note 3), the Company assumed the SBA loan dated June 15, 2020, with a balance of $ 100,000 641 June 15, 2050 2.75 100,000 On September 2, 2022, Altitude International Holdings, Altitude Hospitality and Trident Water (collectively, the “Borrowers”) entered into a Loan Agreement with FVP Servicing, LLC, in its capacity as administrative agent (“FVP”), among others (the “Loan Agreement”), and ancillary documents including an Exclusivity Agreement, Revenue Share Agreement, Security Agreement, and Payment Guaranty (each as defined in the Loan Agreement) under which the Borrowers borrowed $ 15,000,000 with an interest rate per annum of SOFR (with a 2 % floor) + thirteen percent ( 13 %) and a maturity date of September 2, 2025 (with an option to extend one additional year if certain conditions are met) (the “Loan”). As additional consideration for the Loan, FVP or its designees will receive 102,754,802 restricted shares of common stock of the Company (the “Loan Consideration Shares”). As of December 31, 2022, the balance was $ 15,268,698 and was in default. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 – 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. 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. Sporting Edge UK 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 the 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 upon 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. 16929 Wellness Consultants Inc. 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 per month 20,000 The Company will pay 16929 Wellness a monthly fee of $ 1,250 20 8,000 3,000,000 Pursuant to the Revenue Share Agreement, Altitude Hospitality agreed to pay FVP an amount equal to twenty percent ( 20 ten years 2,500,000 plus On March 6, 2023, the Company assigned Altitude Hospitality to FVP Servicing (see Note 14). At that date, the Membership Agreement was terminated. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS For the year ended December 31, 2022, the Company paid non-employee compensation to Gregory Breunich (“Breunich”), CEO and Chairman, and Gabriel Jaramillo (“Jaramillo”), Executive Vice President, and Director, collectively $ 310,000 , which was paid to their company, Trans World Performance LLC, and individually paid Breunich and Jaramillo $ 67,520 and $ 4,729 , respectively. On October 24, 2022, the Company executed Employment Agreements with Breunich, Del Mastro and Jaramillo. Breunich will receive $ 300,000 60,000 250,000 50,000 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 10 – 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 have 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, 2022, with 492,239,343 the 51 shares of Series A Preferred Stock would have 501,890,680 votes per share of Series A Preferred Stock On July 23, 2021, the Company issued 51 As of December 31, 2022, and 2021, the Company had 51 51 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 5,000,000 no 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 22, 2022, the Company issued 1,000,000 0.055 55,000 On March 1, 2022, the Company issued its legal counsel 12,500 0.06 750 On March 17, 2022, the Company issued a consultant 500,000 0.0556 27,800 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 0.0556 556,000 On April 1, 2022, the Company issued its legal counsel 12,500 0.0327 409 On April 29, 2022, as part of the financing with Feenix (see Note 7), the Company issued Feenix 16,363,636 On September 2, 2022, the Company issued 102,754,802 41,101,921 10,275,480 38,533,051 12,844,350 0.042 3,091,389 On September 7, 2022, the Company issued 3,500,000 0.039 136,500 On October 25, 2022, the Company received a waiver notice from its legal counsel for 62,500 Stock Option Plan On February 13, 2018, the Company’s shareholders and Board of Directors approved the 2017 Incentive Stock Plan. 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, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 11 – INCOME TAXES As of December 31, 2022, and 2021, the Company has net operating loss carry forwards of $ 1,352,682 254,336 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, 2022 2021 Tax expense (benefit) at the statutory rate $ (1,694,818 ) $ (205,425 ) State income taxes, net of federal income tax benefit (403,528 ) (48,911 ) Change in valuation allowance 2,098,346 254,336 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 2022 and 2021 remains open for 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, 2022 and 2021, are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, December 31, 2022 2021 Deferred tax assets: Net operating loss carryforward $ 2,352,682 $ 254,336 Timing differences - - Total gross deferred tax assets 2,352,682 254,336 Less: Deferred tax asset valuation allowance (2,352,682 ) (254,336 ) 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 2022 and 2021 were fully offset by a 100 2,352,682 254,336 |
DISAGGREGATED REVENUE CLASSES
DISAGGREGATED REVENUE CLASSES | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
DISAGGREGATED REVENUE CLASSES | NOTE 12 – DISAGGREGATED REVENUE CLASSES The Company has seven distinct disaggregated revenue streams: hotel resort reservations, altitude chambers, tuition-based sports academies, hosting events, membership fees, uniform sales, and atmospheric water generators. Selected financial information for the Company’s operating revenue classes are as follows: SCHEDULE OF OPERATING REVENUE CLASSES 2022 2021 For the Years Ended December 31, 2022 2021 Revenues: Hotel resort $ 1,493,240 $ - Altitude chambers 421,550 - Tuition-based sports academies 7,199,543 6,122,834 Hosting events 1,974,798 - Uniform sales 472,693 - Membership fees 466,401 - Water systems 181,012 473,033 Total $ 12,209,237 $ 6,595,867 The disaggregated revenue streams are: ● Hotel resort – Revenues associated with customers staying at the Sandpiper Bay Resort. ● Altitude chambers – Revenues associated with the sale of altitude chambers for exercise and health. ● Tuition-based sports academies – Revenues associated with students enrolled in the soccer, tennis, volleyball or golf programs. ● Hosting events – Revenues associated with soccer matches hosted by Rush Soccer. ● Uniform sales – Revenues associated with the sale of uniforms to the players of Rush Soccer. ● Membership fees – Revenues associated with the fees charged to the players of Rush Soccer to enable them to participate. ● Water systems – Revenues associated with the sale of water machines manufactured by Trident Water. |
RECLASSIFICATION OF PRIOR YEAR
RECLASSIFICATION OF PRIOR YEAR | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
RECLASSIFICATION OF PRIOR YEAR | NOTE 13 – RECLASSIFICATION OF PRIOR YEAR The Company has reclassified certain line items on the statement of operations for the year ended December 31, 2021, as filed with the United States Securities and Exchange Commission. In the 2021 filing, certain expenses, specifically depreciation and amortization expense were included in other general and administrative expenses for the periods ended December 31, 2021, whereas, due to the significance of these expenses, they are segregated for the periods ended December 31, 2022, therefore, for comparison purposes, these expenses have been extracted for the periods ended December 31, 2021. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS Default under September Loan Agreement On December 8, 2022, the Company received a “ from FVP. The Default Notice was in regard to the September Loan Agreement 3,250,000 20 On December 16, 2022, the Company, Altitude Hospitality, LLC and Trident Water, LLC entered into an “Acknowledgment and Consent Agreement” (the “Consent Agreement”) with FVP, the administrative agent for certain lenders, and certain lenders relating to the Default Notice and default by the Company under the September Loan Agreement 1,250,000.00 In exchange for this advance, the Company and its subsidiaries acknowledged liability under the September Loan Agreement, waived certain rights and cure periods, and released FVP and the lenders from claims. Settlement Agreement and Divestiture of Altitude Hospitality On March 6, 2023, the Company, Altitude Hospitality and Trident Water, LLC, together with the Company’s wholly owned subsidiaries entered into a Settlement Agreement (the “Settlement Agreement”) with FVP, and certain lenders (collectively, the “Loan Parties”). The Settlement Agreement relates to events of default by the Company under the September Loan Agreement Under the terms of the Settlement In consideration for the assignment of the membership interests of Altitude Hospitality, the existing debt owed by the Company to the lenders under the September Loan Agreement was reduced by an amount of $ 18,255,476.11 750,000 Gregory Breunich, the manager of Altitude Hospitality resigned from Altitude Hospitality as required by the Settlement Agreement. Gregory Breunich will continue to serve as the Company’s CEO and Chairman. As a result of the assignment of Altitude Hospitality under the Settlement Agreement, all agreements previously executed by Altitude Hospitality were also assigned to FVP’s designee. These assignments include the Property PSA with STORE, the Lease with STORE, the Membership Agreement with the Franchisor, the Disbursement Agreement with STORE and the Management Agreement with the Manager. New Loan Agreement On March 6, 2023, in connection with the execution of the Settlement Agreement, the Company and Trident Water, LLC, entered into the New Loan Agreement with FVP and the lenders. The proceeds of the New Loan Agreement, in the original principal amount of $ 750,000 Under the terms of the New Loan Agreement, the maturity date of the loan is June 30, 2025, and the Company and the Loan Parties agreed to pay an interest rate of twelve percent ( 12 7,500 In connection with the New Loan Agreement, the Company also entered into several related documents. These include a Payment Guaranty through which the Company agreed that its wholly owned subsidiaries would guarantee the New Loan Agreement, a Security Agreement securing the debt, Promissory Notes in favor of the Lenders under the Loan Agreement, and a Third Amended and Restated Exclusivity Agreement with FPS governing the merchant services utilization of credit card processing and other related services provided by FPS to the Company and its subsidiaries. The New Loan Agreement contains customary representations, warranties, covenants, indemnification, and other terms for transactions of a similar nature. Upon the execution of the Settlement Agreement and the New Loan Agreement, FVP issued a payoff letter to the Company regarding the payment in full of the September Loan Agreement. Our sports academies, which we have operated on the Property for thirteen years, continue to operate. None Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures Under the supervision and with the participation of our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions as appropriate to allow timely decisions regarding required disclosure. We concluded that our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act were not effective as of December 31, 2022 to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, and summarized and reported within the time periods specified in SEC rules and forms and our disclosure controls and procedures were also ineffective to ensure that the information required to be disclosed in reports that we file under the Exchange Act is accumulated and communicated to our principal executive and financial officers to allow timely decisions regarding required disclosures. Management’s Annual Report on Internal Control over Financial Reporting Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in rule 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of the CEO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Internal controls over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records which in reasonable detail accurately and fairly reflect the transactions and disposition of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made in accordance with authorizations of management and directors of the issuer; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis. In evaluating the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, management used the criteria established in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on the criteria established by COSO, management (with the participation of the CEO and CFO) identified the following material weaknesses in the Company’s internal control over financial reporting as of December 31, 2022, which arose from the limited number of number of staff at the Company and the inability to achieve proper segregation of duties: ● The Company lacked effective controls for ensuring the accuracy of reporting over significant account balances, including the review, approval, and documentation of related transactions and account reconciliations and other complex accounting procedures. ● The Company lacked effective controls because their directors are not independent. As a result of these material weaknesses, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2022, based on the criteria established in Internal Control – Integrated Framework (2013) issued by COSO. This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Security and Exchange Commission that permit us to provide only management’s report in this Annual Report. Limitations on the Effectiveness of Controls The Company’s management, including the CEO and acting CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of the control system must reflect that there are resource constraints and that the benefits must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Changes in Internal Control over Financial Reporting Except as set forth above, there were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Attestation Report of the Registered Public Accounting Firm This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report on Form 10-K. None. Not applicable. The following table sets forth the names, ages and positions of our board members and executive officers as of March 20, 2023: Name Age Position Gregory Breunich 65 Chief Executive Officer, Acting Chief Financial Officer and Chairman Gregory Anthony 53 Chief Communications Officer, President and Director Gabriel Jaramillo 67 Executive Vice President and Director of Tennis Training Scott Del Mastro 56 Executive Vice President and Chief Operating Officer Biographies of Directors and Officers The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out. Gregory Breunich, Chairman, Chief Executive Officer, and Acting Chief Financial Officer Mr. Breunich created and began building the IMG Academy in 1978, at the age of 21. Under his stewardship and service as the Senior Vice President and Managing Director, IMG became the international gold standard in elite athletic training and education, producing some of the most famous athletes in the world. Mr. Breunich left IMG in 2009 and for the last ten years has been developing his next generation of sports academies in Port St. Lucie and North Miami Beach. He is the co-founder of Nick Bollettieri Tennis Academy, Founder of the David Leadbetter Golf Academy, IMG Soccer Academy, IMG Basketball Academy, IMG Baseball Academy, IMG International Performance Institute, IMG Academy (Pendleton School), Bollettieri Sports Medicine Institute, IMG Mountain Sports Academy (Speed Skiing, Snow Boarding, FreeStyle), Bollettieri Development Co., Academy Park Development Company, IMG Academy Golf and Country Club, Legends Bay Development Co., Legends Cove Development Co. Mr. Breunich co-developed Sagemont Online High School (a private labeled University of Miami Online High School later acquired re-named Kaplan Online High School) & Virtual Sage (online academic curriculum publishing company), Med Group Development Company, Celebrity Auto Company, JMC Landscaping, North Miami Beach Academy, Trident Water Company, and numerous other development companies and real estate partnerships. Gregory Anthony, Director, Chief Communications Officer, and President Mr. Anthony is an American former professional basketball player who is a television analyst for NBA TV and Turner Sports. He played 12 seasons in the National Basketball Association. Mr. Anthony also contributes to Yahoo! Sports as a college basketball analyst and serves as a co-host/analyst on SiriusXM NBA Radio. Anthony played his freshman year of college basketball for the University of Portland where he was the WCC Freshman of the Year before transferring to the University of Nevada, Las Vegas. In his junior season with UNLV, the Runnin’ Rebels won the 1990 NCAA Championship game. Gabriel Jaramillo, Executive Vice President and Director of Tennis Operations Mr. Jaramillo is a renowned international tennis coach who has worked with many of the greatest players in the history of the sport. Throughout his career, he has trained eleven of the world’s No.1-ranked players and 27 top 10 players including Andre Agassi, Jim Courier, Pete Sampras, Maria Sharapova, Monica Seles, Kei Nishikori, and many others. From 1981 to 2009, Mr. Jaramillo also worked as the tennis director for the IMG Academy Bollettieri. There, he helped develop many multi-sport training programs and served as Nick Bollettieri’s right-hand man. For 26 consecutive years, Mr. Jaramillo coached players at all four Grand Slam events – the French Open, Wimbledon, the Australian Open, and the U.S. Open. Mr. Jaramillo is the co-founder of Club Med Academics and Principal of CMA Academics located in Florida, USA. Mr. Jaramillo is also the founder and owner of International Coaching Services which specializes in tennis coaching, consultancy, training systems, programs, services, and resources for developing and implementing solutions to maximize results. As a Master Clinician, Mr. Jaramillo has developed annual clinic tours and conferences for players, coaches, and parents in 32 countries. He created the Tennis Periodization Training Method and played a key role in the development of System 5, a tennis training system used by practitioners worldwide. Mr. Jaramillo is a sought-after expert in the industry and has served as a keynote speaker for ITF World and Regional Conferences for the International Tennis Federation as well as JPTA, USPTA, RRT, PTR, CBT, and FEDCOL. He has been featured as an expert commentator on ESPN, FOX Sports, Euro Sports, Channel 10 Australia, Caracol Radio, Wowo TV Japan, and Grand Slam TV. He served as a contributor to BBC Radio and writes for international magazines such as Japan’s Smash Magazine, Italty’s SpazioTennis, Great Britain’s UK Tennis Magazine, Germany’s Racquettech, China’s Tennis Magazine, TenisBrazil, Tennis Now, FedeColombia, and Bolivia El Deber. He is also a motivational speaker for organizations including Club Med, Discovery Channel, Propal, Neoris, World City Group, and the Young President Organization. Scott Del Mastro, Executive Vice President and Chief Operating Officer Mr. Del Mastro received his Bachelor’s degree in Psychology with an emphasis in Biomechanics from San Diego State University. He then received his Master’s degree in Sport Psychology also from San Diego State University. Mr. Del Mastro has owned, operated, and served as the Director of Operations at Club Med since 2009. Previously, he was the owner and operator of the International Tennis Academy (ITA) in Delray Beach, Florida, for 14 years, before relocating to Port Saint Lucie, Florida in 2009 to launch Club Med Academies High Performance Multi-Sport Training Program and Fully Accredited K-12 Academic School. He has coached and trained professional and junior tennis players on the U.S. and World Circuits (ATP, WTA, ITF) for more than 30 years. Mr. Del Mastro specializes in ENERGY Management, Tennis Specific Movement, Mental Performance, and Fitness. He conceptualized, developed, and delivered Club Med Academies College Placement Program, which has assisted thousands of athletes in the college entrance process, leading to millions of dollars in collegiate athletic and academic scholarships. Additionally, Mr. Del Mastro is an internationally acknowledged speaker and clinician in Sport Psychology and other various tennis-related topics. Indemnification of Directors and Officers Our directors and officers are indemnified as provided by the New York Business Corporation Law (“NYBCL”), Section 721 through Section 726, and our bylaws. We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event of a claim for indemnification against such liabilities is asserted by one of our directors, executive officers or controlling persons, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision. Director Compensation There were no formal agreements with our directors for compensation, although they have received shares for their services from time to time. Director Independence During the period ended December 31, 2022, we had no independent directors. Legal Proceedings During the past ten years, none of our current directors or executive officers has been: ● the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; ● convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); ● subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; ● found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, that has not been reversed, suspended, or vacated; ● subject of, or a party to, any order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of a federal or state securities or commodities law or regulation, law or regulation respecting financial institutions or insurance companies, law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or ● subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. None of our directors, officers or affiliates, or any beneficial owner of 5% or more of our Common Stock, or any associate of such persons, is an adverse party in any material proceeding to, or has a material interest adverse to, us or any of our subsidiaries. Directors’ and Officers’ Liability Insurance The Company does have directors’ and officers’ liability insurance insuring our directors and officers against liability for acts or omissions in their capacities as directors or officers. Code of Business Conduct and Ethics The Board has adopted a code of business conduct and ethics applicable to its employees, directors, and officers, in accordance with applicable U.S. federal securities laws and the corporate governance rules of Nasdaq. The code of business conduct and ethics will be publicly available on the Company’s website at https://altdintl.com Corporate Governance & Board Independence Our Board of Directors consists of two directors and has not established a Nominating or Governance Committees as standing committees. The Board does not have an executive committee or any committees performing a similar function. We are not currently listed on a national securities exchange or in an inter-dealer quotation system that has requirements that a majority of the board of directors be independent. Due to our lack of operations and size, and since we are not currently listed on a national securities exchange, we are not subject to any listing requirements mandating the establishment of any particular committees; all functions of a nominating/governance committee were performed by our whole board of directors. Our board of directors intends to appoint such persons and form such committees as are required to meet the corporate governance requirements imposed by the national securities exchanges as necessary. Our board of directors does not believe that it is necessary to have such committees at the early stage of the company’s development, and our board of directors believes that the functions of such committees can be adequately performed by the members of our board of directors. We believe that members of our board of directors are capable of analyzing and evaluating our consolidated financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. Board Leadership Structure The Board of Directors is led by the Chairman. The Board believes its current leadership structure best serves the objectives of the Board’s oversight of management, the Board’s ability to carry out its roles and responsibilities on behalf of the Company’s shareholders, and the Company’s overall corporate governance. The Board periodically reviews the leadership structure to determine whether it continues to best serve the Company and its shareholders. Audit Committee and Financial Expert; Committees The Company does not have an audit committee. We are not a “listed company” under SEC rules and are therefore not required to have an audit committee comprised of independent directors. The Company has no nominating or compensation committees at this time. The entire Board participates in the nomination and audit oversight processes and considers executive and director compensation. Given the size of the Company and its stage of development, the entire Board is involved in such decision-making processes. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors. Compliance with Section 16(A) of the Exchange Act Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a). Based solely on our review of certain reports filed with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, the reports required to be filed with respect to transactions in our common stock during the fiscal year ended December 31, 2022, were timely. Family relationships There are no family relationships among any of our officers or directors. Current Management Gregory Breunich was appointed as the Chief Executive Officer and Acting Chief Financial Officer of the Company on January 6, 2021. On March 24, 2021, Gabriel Jaramillo was appointed as Executive Vice President and Director of Tennis. On March 26, 2021, Mr. Jaramillo was appointed to the Board of Directors of the Company. On November 8, 2022, Mr. Jaramillo resigned from the Board of Directors. On February 2, 2021, Gregory Anthony was appointed as Chief Communications Officer and was appointed to the Board of Directors of the Company. On September 19, 2019, he was appointed as President and director. On July 23, 2021, Scott Del Mastro was appointed as Chief Operating Officer and was appointed to the Board of Directors of the Company. On November 8, 2022, Mr. Del Mastro resigned from the Board of Directors. Summary Compensation Table The table below sets forth, for our last two fiscal years, the compensation earned by our officers. All Other Fiscal Salary Stock Option Compen- Name and Principal Position Year Paid Bonus Awards Awards sation Total ($) ($) ($) ($) ($) ($) Gregory Breunich, CEO and 2022 45,360 - - - 222,520 267,880 Acting CFO (a) 2021 - - - - 180,000 180,000 Joseph B. Frost, COO (b) 2022 - - - - - - 2021 - - - - 56,469 56,469 Robert Kanuth, CEO (c) 2022 - - - - - - 2021 - - - - - - Gregory Anthony, CCO (d) 2022 - - - - - - 2021 - - - - - - Gabriel Jaramillo, EVP, Director 2022 37,800 - - - 159,729 197,729 of Tennis Operations (e) 2021 - - - - 180,000 180,000 Scott Del Mastro, Director 2022 123,085 - - - 9,452 132,537 of Operations (f) 2021 120,000 - - - - 120,000 Gregory Whyte, Director of 2021 - - - - - - Sports Science & Performance (g) 2020 - - - - - - (a) Appointed as CEO and Acting CFO, January 2021. (b) Appointed as COO, January 2018, and resigned on March 19, 2021. (c) Appointed as CEO and CFO, January 2019, and resigned in January 2021. (d) Appointed as President and Director, September 2019 and CCO in February 2021. (e) Appointed on July 23, 2021. Resigned as Director on November 8, 2022. (f) Appointed on July 23, 2021. Resigned as Director on November 8, 2022. (g) Appointed on July 23, 2021. We have health insurance benefits and a 2022 bonus plan for the officers but do not have pension, annuity, profit sharing or similar benefit plans. As of March 19, 2018, we have a stock option plan, although no shares are currently outstanding under the Plan. Employment Agreements On June 28, 2021, the Board of Directors of the Company approved a conditional performance bonus for then-principals of ITA-USA Enterprise, LLC (Gregory Breunich, Scott Del Mastro, and Gabriel Jaramillo) in the amount of $2.5 million if the Company raises $6 million or more in a future offering. Employment Agreement with Gregory Breunich On October 24, 2022, the Company entered into an employment agreement with Gregory Breunich, Chief Executive Officer and Chairman of the Company (the “Breunich Employment Agreement”). The Breunich Employment Agreement is for a term of five years, and it may be terminated by Mr. Breunich and the Company for good reason or for cause, respectively. Pursuant to the Breunich Employment Agreement, Mr. Breunich will receive an annual base salary of $300,000.00, of which $60,000.00 in the first year shall be deferred for one year and shall be eligible to earn annual target bonuses for each fiscal year comprised of a cash portion and a portion payable in shares of common stock of the Company, as discussed in the Breunich Employment Agreement. Mr. Breunich shall also be eligible to earn a buyout bonus to be paid to Mr. Breunich upon the closing of a sale of the Company. Upon termination by Mr. Breunich for good reason, or by the Company without cause, the Company shall pay or provide to Mr. Breunich severance pay equal to his then current annual base salary for twelve (12) months, during which time Mr. Breunich shall continue to receive all employee benefits and employee benefit plans as described in the Breunich Employment Agreement. As a full-time employee of the Company, Mr. Breunich will be eligible to participate in all of the Company’s benefit programs. Employment Agreement with Scott Del Mastro On October 24, 2022, the Company entered into an employment agreement with Scott Del Mastro Executive Vice President, Chief Operating Officer and Director Del Mastro Del Mastro Del Mastro Del Mastro Del Mastro Del Mastro Del Mastro Del Mastro Upon termination by Mr. Del Mastro Del Mastro Del Mastro Del Mastro Del Mastro Mr. Del Mastro resigned as director on November 8, 2022, but still serves as an officer of the Company. Employment Agreement with Gabriel Jaramillo On October 24, 2022, the Company entered into an employment agreement with Gabriel Jaramillo, Director of Tennis and Director of the Company (the “Jaramillo Employment Agreement”). The Jaramillo Employment Agreement is for a term of five years, and it may be terminated by Mr. Jaramillo and the Company for good reason or for cause, respectively. Pursuant to the Jaramillo Employment Agreement, Mr. Jaramillo will receive an annual base salary of $250,000.00, of which $50,000.00 in the first year shall be deferred for one year and shall be eligible to earn annual target bonuses for each fiscal year comprised of a cash portion and a portion payable in shares of common stock of the Company, as discussed in the Jaramillo Employment Agreement. Mr. Jaramillo shall also be eligible to earn a buyout bonus to be paid to Mr. Jaramillo upon the closing of a sale of the Company. Upon termination by Mr. Jaramillo for good reason, or by the Company without cause, the Company shall pay or provide to Mr. Jaramillo severance pay equal to his then current annual base salary for twelve (12) months, during which time Mr. Jaramillo shall continue to receive all employee benefits and employee benefit plans as described in the Jaramillo Employment Agreement. As a full-time employee of the Company, Mr. Jaramillo will be eligible to participate in all of the Company’s benefit programs. Mr. Jaramillo resigned as director on November 8, 2022, but still serves as an officer of the Company. Outstanding Equity Awards There were no equity awards made to any named executive officer that were outstanding as of December 31, 2022. Director Compensation There was no director compensation issued for directors’ services in 2022 and no written agreements to compensate for directors’ services at this time. 2017 Incentive Stock Plan On February 13, 2018, the Company’s shareholders and Board approved the 2017 Incentive Stock Plan (the “2017 Plan”). The 2017 Plan provides for the grant of two types of options: (1) incentive stock options, which are options that meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) non-statutory options. Shareholder approval will make available a total of 3,000,000 shares of the Company’s authorized but unissued Common Stock for purchase upon exercise of options granted under the 2017 Plan. The term of the 2017 Plan is ten years, subject to earlier termination by the Board. Incentive stock options may be granted to employees of the Company or a related corporat |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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 subsidiaries. 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 Altitude International, Inc. Altitude Wellness LLC Altitude Online Learning LLC Cognia ™ Performance Accreditation by the Cognia Global Commission Altitude Sports Management Corp. Altitude Hospitality LLC Rush Education LLC |
Liquidity and Going Concern | Liquidity and Going Concern 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, 2022, we had $ 1,596,138 8,625,824 11,551,443 |
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 | Cash 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”) insurance amounts of $ 250,000 The following table provides a reconciliation of cash and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows: SCHEDULE OF CASH AND RESTRICTED CASH December 31, 2022 Cash $ 1,596,138 Restricted cash included in other long-term assets (see Note 5) 6,837,731 Total cash and restricted cash shown in the statement of cash flows $ 8,433,869 |
Accounts Receivable | Accounts Receivable As of December 31, 2022, and 2021, the net accounts receivable balances were $ 738,255 91,520 536,191 205,455 1. Altitude Academies – The tuition is paid typically in two installments but, on a case-by-case basis, modifications do occur. 2. Rush Soccer – Rebates for soccer kits purchased by club members and membership rebates. 3. Altitude Water – The normal credit terms are 50% down with final payment upon delivery. 4. Altitude Chambers – The normal credit terms are 50% down with progress payments until final payment upon delivery. 5. Altitude Hospitality – The normal hotel terms related to the collection of revenue. Bad debt expense is determined based on the aging of accounts receivable and subsequent collections. Typically, receivables aged 60 days, or more are reviewed for determination. Receivables over 90 days, unless payment terms with some payments made to date, are reserved as additional allowance for doubtful accounts. |
Deferred Costs | Deferred Costs Deferred offering costs as of December 31, 2022, is $ 197,500 |
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 Hotel 5 6 39 years |
Inventory and Direct Costs of Revenue | Inventory and Direct Costs of Revenue The inventory is comprised of Atmospheric Water Generators (“AWG’s”) at Trident, chamber related parts at Altitude International, food and beverages at Altitude Hospitality, and golf pro shop retail items at ITA, and is valued at the lower of cost or market. As of December 31, 2022, and 2021, the inventory was valued at $ 364,025 161,235 Inventory is comprised of: SCHEDULE OF INVENTORY 12/31/22 12/31/21 Finished goods $ 94,133 $ 33,000 Parts 177,014 128,235 Golf course pro shop 29,687 - Food and beverage 63,191 - Total $ 364,025 $ 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360-10, Property, Plant, and Equipment |
Revenue Recognition | Revenue Recognition Our sales are generated from seven revenue streams: 1) contracts with customers for the design, development, manufacture, and installation of simulated altitude athletic equipment, 2) sports training and academic tuition, 3) hosting events, 4) membership fees, 5) uniform sales, 6) sale of atmospheric water generators, and 7) revenues for hotel reservations. 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 atmospheric water generators (“AWG”), 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. In regard to the revenue associated with Rush Soccer, the revenue related to events is recognized at the time of the event. The revenue associated with uniforms is recognized at the time of delivery. Membership fees are recognized at the beginning of the membership period. In regard to the simulated athletic equipment and the atmospheric water generators, the revenue is recognized upon delivery and/or installation, specific to the customer. In regard to the hotel resort, the revenue is recognized daily during the stay of the hotel guest for all services including, but not limited to, spa services and green fees for golf course. |
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 number 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, 2022, and 2021, deferred revenue amounted to $ 2,970,363 1,388,126 |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718, Compensation – Stock Compensation, and Certain Redeemable Financial Instruments |
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 FASB, ASC Topic 260, Earnings per Share |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes 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, 2022. 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, 2022. |
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, 2022, based on the assessment of Management, the Company determined that goodwill associated with the share exchange in which the Company acquired BHI amounted to $ 29,493,398 234,166 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt with Conversion and Other Options Debt, 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, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF CASH AND RESTRICTED CASH | The following table provides a reconciliation of cash and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows: SCHEDULE OF CASH AND RESTRICTED CASH December 31, 2022 Cash $ 1,596,138 Restricted cash included in other long-term assets (see Note 5) 6,837,731 Total cash and restricted cash shown in the statement of cash flows $ 8,433,869 |
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 Hotel 5 6 39 years |
SCHEDULE OF INVENTORY | Inventory is comprised of: SCHEDULE OF INVENTORY 12/31/22 12/31/21 Finished goods $ 94,133 $ 33,000 Parts 177,014 128,235 Golf course pro shop 29,687 - Food and beverage 63,191 - Total $ 364,025 $ 161,235 |
ACQUISITION (Tables)
ACQUISITION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF BUSINESS COMBINATIONS AT FAIR VALUE | The following table summarizes the consideration given for Altitude and the provisional fair values of the assets and liabilities assumed at the acquisition date. SCHEDULE OF BUSINESS COMBINATIONS AT FAIR VALUE Consideration given: Common stock shares given $ 560,000 Future consideration 400,000 Total consideration given $ 960,000 Fair value of identifiable assets acquired, and liabilities assumed: Cash $ 1,216,126 Accounts receivable 447,941 Prepaid expenses 118,150 Other current assets 800 Fixed assets, net 9,065 Intangible asset 137,549 Loan payable (501,724 ) Accounts payable and accrued expenses (176,275 ) Deferred revenue (219,917 ) License payable (137,549 ) Note payable (100,000 ) Total identifiable net asset 794,166 Bargain purchase 234,166 Common stock consideration $ 560,000 |
SCHEDULE OF PRO-FORMA FINANCIAL INFORMATION | The following unaudited pro-forma data summarizes the result of operations for the years ended December 31, 2022, and 2021, as if the acquisition Rush Soccer had been completed on January 1, 2021. The pro-forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2021. SCHEDULE OF PRO-FORMA FINANCIAL INFORMATION ALTD Soccer Adjustments Total For the Year Ended December 31, 2022 Rush Pro-forma ALTD Soccer Adjustments Total Revenue and income, net $ 9,295,346 $ 3,347,897 $ - $ 12,643,243 Operating expenses 17,381,677 3,352,588 - 20,734,265 Loss from operations (8,086,331 ) (4,691 ) - (8,091,022 ) Other income (expense) (1,084,318 ) 140,800 - (943,518 ) Net income (loss) $ (9,170,649 ) $ 136,109 $ - $ (9,034,540 ) Net loss per common share – basic and fully diluted $ (0.02 ) $ (0.02 ) Weighted average number of common shares outstanding during the period – basic and fully diluted 413,126,318 413,126,318 ALTD Soccer Adjustments Total For the Year Ended December 31, 2021 Rush Pro-forma ALTD Soccer Adjustments Total Revenue and income, net $ 6,595,867 $ 2,998,214 $ - $ 9,594,081 Operating expenses 9,017,869 2,255,127 - 11,272,996 Income (loss) from operations (2,422,002 ) 743,087 - (1,678,915 ) Other income (expense) 580,385 - - 580,385 Net income (loss) $ (1,841,617 ) $ 743,087 $ - $ (1,098,530 ) Net loss per common share - basic and fully diluted $ (0.01 ) $ (0.01 ) Weighted average number of common shares outstanding during the period - basic and fully diluted 189,059,461 189,059,461 |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF FIXED ASSETS | SCHEDULE OF FIXED ASSETS December 31, December 31, 2022 2021 Hotel $ 30,945,527 $ - Computer and equipment 223,827 148,893 Furniture and fixtures 27,786 17,331 Leasehold improvements 162,840 234,835 Operating / shop equipment 257,428 185,128 Transportation equipment 38,427 36,991 Total fixed assets 31,655,835 623,178 Less: Accumulated depreciation 843,795 552,142 Total fixed assets, net $ 30,812,040 $ 71,036 |
RESERVES, LEASE AGREEMENT, PU_2
RESERVES, LEASE AGREEMENT, PURCHASE OPTION FOR ACQUISITION AND SETTLEMENT AGREEMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Reserves Lease Agreement Purchase Option For Acquisition And Settlement Agreement | |
SCHEDULE OF FUTURE LEASE PAYMENTS | The future lease payments, assuming the purchase option is not exercised, is as follows: SCHEDULE OF FUTURE LEASE PAYMENTS 2023 $ 4,422,000 2024 4,510,440 2025 4,600,649 2026 4,692,662 Thereafter 82,775,200 Total $ 101,000,951 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE | The future amortization of the license agreement for $ 257,500 SCHEDULE OF INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE 2023 $ 30,000 2024 30,000 2025 30,000 2026 30,000 2027 30,000 Thereafter 107,500 Total $ 257,500 The future amortization of the license agreement for $ 137,549 2023 $ 6,877 2024 6,877 2025 6,877 2026 6,877 2027 6,877 Thereafter 103,164 Total $ 137,549 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE | SCHEDULE OF NOTES PAYABLE December 31, 2022 December 31, 2021 Accrued Accrued Principal Interest Total Principal Interest Total SBA EIDL $ 149,169 $ - $ 149,169 $ 149,169 $ - $ 149,169 FVPO Funds - - - 91,758 20,574 112,332 Grand Slam 404,559 - 404,599 434,560 - 434,560 FVPO Funds (a) (b) 3,206,667 - 3,206,667 500,000 - 500,000 FVPO Funds (a) (b) 15,268,699 - 15,268,699 - - - SBA EIDL 113,400 - 113,400 113,400 - 113,400 SBA 100,000 - 100,000 - - - Subtotal 19,242,494 - 19,242,494 1,288,887 20,574 1,309,461 Debt Discounts (a) (3,693,895 ) - (3,693,895 ) - - - Total $ 15,548,599 $ - $ 15,548,599 $ 1,288,887 $ 20,574 $ 1,309,461 (a) Debt discounts related to FVPO Funds. (b) In default. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) | SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) December 31, December 31, 2022 2021 Tax expense (benefit) at the statutory rate $ (1,694,818 ) $ (205,425 ) State income taxes, net of federal income tax benefit (403,528 ) (48,911 ) Change in valuation allowance 2,098,346 254,336 Total $ - $ - |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | The tax effect of significant components of the Company’s deferred tax assets and liabilities at December 31, 2022 and 2021, are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, December 31, 2022 2021 Deferred tax assets: Net operating loss carryforward $ 2,352,682 $ 254,336 Timing differences - - Total gross deferred tax assets 2,352,682 254,336 Less: Deferred tax asset valuation allowance (2,352,682 ) (254,336 ) Total net deferred taxes $ - $ - |
DISAGGREGATED REVENUE CLASSES (
DISAGGREGATED REVENUE CLASSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF OPERATING REVENUE CLASSES | The Company has seven distinct disaggregated revenue streams: hotel resort reservations, altitude chambers, tuition-based sports academies, hosting events, membership fees, uniform sales, and atmospheric water generators. Selected financial information for the Company’s operating revenue classes are as follows: SCHEDULE OF OPERATING REVENUE CLASSES 2022 2021 For the Years Ended December 31, 2022 2021 Revenues: Hotel resort $ 1,493,240 $ - Altitude chambers 421,550 - Tuition-based sports academies 7,199,543 6,122,834 Hosting events 1,974,798 - Uniform sales 472,693 - Membership fees 466,401 - Water systems 181,012 473,033 Total $ 12,209,237 $ 6,595,867 |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) - shares | Sep. 02, 2022 | Apr. 02, 2022 | Mar. 01, 2022 | Feb. 01, 2022 | Jan. 02, 2022 | Jul. 06, 2021 | Dec. 31, 2022 | Dec. 31, 2021 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Shares issued | 102,754,802 | 12,500 | 12,500 | 12,500 | 12,500 | |||
Preferred stock, shares issued | 51 | 51 | ||||||
Breunich Holding Inc.[Member] | Series A Preferred Stock [Member] | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Preferred stock, shares issued | 51 | |||||||
Breunich Holding Inc.[Member] | Share Exchange Agreement [Member] | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Shares issued | 295,986,724 | |||||||
Ownership percentage | 100% |
SCHEDULE OF CASH AND RESTRICTED
SCHEDULE OF CASH AND RESTRICTED CASH (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | |||
Cash | $ 1,596,138 | ||
Restricted cash included in other long-term assets (see Note 5) | 6,837,731 | ||
Total cash and restricted cash shown in the statement of cash flows | $ 8,433,869 | $ 423,165 | $ 134,003 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | Lesser of lease term or estimated useful life |
Hotel [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 39 years |
Minimum [Member] | Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 1 year |
Minimum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Minimum [Member] | Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 4 years |
Minimum [Member] | Transportation Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Maximum [Member] | Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 6 years |
Maximum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Maximum [Member] | Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Maximum [Member] | Transportation Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 6 years |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Finished goods | $ 94,133 | $ 33,000 |
Parts | 177,014 | 128,235 |
Golf course pro shop | 29,687 | |
Food and beverage | 63,191 | |
Total | $ 364,025 | $ 161,235 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash | $ 1,596,138 | |
Net losses | 8,625,824 | $ 1,841,617 |
Working capital deficit | 11,551,443 | |
Cash, FDIC insured amount | 250,000 | |
Accounts receivable net | 738,255 | 91,520 |
Allowances for doubtful accounts | 536,191 | 205,455 |
Deferred offering costs | 197,500 | |
Inventory, net | 364,025 | 161,235 |
Deferred revenue | 2,970,363 | 1,388,126 |
Goodwill | 29,493,398 | 29,493,398 |
Goodwill | 238,600 | |
Soccer Partners [Member] | ||
Goodwill | 234,166 | |
Breunich Holding Inc.[Member] | ||
Goodwill | $ 29,493,398 |
SCHEDULE OF BUSINESS COMBINATIO
SCHEDULE OF BUSINESS COMBINATIONS AT FAIR VALUE (Details) - Soccer Partners America [Member] | Mar. 07, 2022 USD ($) |
Consideration given: | |
Common stock shares given | $ 560,000 |
Future consideration | 400,000 |
Total consideration given | 960,000 |
Fair value of identifiable assets acquired, and liabilities assumed: | |
Cash | 1,216,126 |
Accounts receivable | 447,941 |
Prepaid expenses | 118,150 |
Other current assets | 800 |
Fixed assets, net | 9,065 |
Intangible asset | 137,549 |
Loan payable | (501,724) |
Accounts payable and accrued expenses | (176,275) |
Deferred revenue | (219,917) |
License payable | (137,549) |
Note payable | (100,000) |
Total identifiable net asset | 794,166 |
Bargain purchase | 234,166 |
Common stock consideration | $ 560,000 |
SCHEDULE OF PRO-FORMA FINANCIAL
SCHEDULE OF PRO-FORMA FINANCIAL INFORMATION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue and income, net | $ 12,643,243 | $ 9,594,081 |
Operating expenses | 20,734,265 | 11,272,996 |
Income (loss) from operations | (8,091,022) | (1,678,915) |
Other income (expense) | (943,518) | 580,385 |
Net income (loss) | $ (9,034,540) | $ (1,098,530) |
Net loss per common share - basic and fully diluted | $ (0.02) | $ (0.01) |
Weighted average number of common shares outstanding during the period - basic and fully diluted | 413,126,318 | 189,059,461 |
Parent Company [Member] | ||
Revenue and income, net | $ 9,295,346 | $ 6,595,867 |
Operating expenses | 17,381,677 | 9,017,869 |
Income (loss) from operations | (8,086,331) | (2,422,002) |
Other income (expense) | (1,084,318) | 580,385 |
Net income (loss) | $ (9,170,649) | $ (1,841,617) |
Net loss per common share - basic and fully diluted | $ (0.02) | $ (0.01) |
Weighted average number of common shares outstanding during the period - basic and fully diluted | 413,126,318 | 189,059,461 |
Rush Soccer [Member] | ||
Revenue and income, net | $ 3,347,897 | $ 2,998,214 |
Operating expenses | 3,352,588 | 2,255,127 |
Income (loss) from operations | (4,691) | 743,087 |
Other income (expense) | 140,800 | |
Net income (loss) | 136,109 | 743,087 |
Proforma Adjustments [Member] | ||
Revenue and income, net | ||
Operating expenses | ||
Income (loss) from operations | ||
Other income (expense) | ||
Net income (loss) |
ACQUISITION (Details Narrative)
ACQUISITION (Details Narrative) - USD ($) | 12 Months Ended | ||||||||
Sep. 02, 2022 | Apr. 02, 2022 | Mar. 07, 2022 | Mar. 04, 2022 | Mar. 01, 2022 | Feb. 01, 2022 | Jan. 02, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||||||
Stock Issued During Period, Value, New Issues | $ 3,091,389 | $ 409 | $ 750 | $ 862 | $ 1,488 | ||||
Gain (Loss) on Repurchase of Debt Instrument | $ 238,600 | ||||||||
Soccer Partners [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Gain (Loss) on Repurchase of Debt Instrument | 234,166 | ||||||||
Consulting Management and License Agreement [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 10,000,000 | ||||||||
Share price | $ 0.0556 | ||||||||
Stock Issued During Period, Value, New Issues | $ 560,000 | ||||||||
Consulting Management and License Agreement [Member] | Soccer Partners [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Consideration Transferred | $ 20,000 | 400,000 | |||||||
Acquisition period | 20 years | ||||||||
Gain (Loss) on Repurchase of Debt Instrument | $ 234,166 |
SCHEDULE OF FIXED ASSETS (Detai
SCHEDULE OF FIXED ASSETS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Hotel | $ 30,945,527 | |
Computer and equipment | 223,827 | 148,893 |
Furniture and fixtures | 27,786 | 17,331 |
Leasehold improvements | 162,840 | 234,835 |
Operating / shop equipment | 257,428 | 185,128 |
Transportation equipment | 38,427 | 36,991 |
Total fixed assets | 31,655,835 | 623,178 |
Less: Accumulated depreciation | 843,795 | 552,142 |
Total fixed assets, net | $ 30,812,040 | $ 71,036 |
FIXED ASSETS (Details Narrative
FIXED ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Fixed assets, net | $ 30,812,040 | $ 71,036 |
Depreciation expense | $ 291,653 | $ 229,530 |
SCHEDULE OF FUTURE LEASE PAYMEN
SCHEDULE OF FUTURE LEASE PAYMENTS (Details) | Dec. 31, 2022 USD ($) |
Reserves Lease Agreement Purchase Option For Acquisition And Settlement Agreement | |
2023 | $ 4,422,000 |
2024 | 4,510,440 |
2025 | 4,600,649 |
2026 | 4,692,662 |
Thereafter | 82,775,200 |
Total | $ 101,000,951 |
RESERVES, LEASE AGREEMENT, PU_3
RESERVES, LEASE AGREEMENT, PURCHASE OPTION FOR ACQUISITION AND SETTLEMENT AGREEMENT (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Mar. 06, 2023 | Sep. 02, 2022 | Dec. 31, 2022 | Dec. 16, 2022 | Dec. 08, 2022 | Nov. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Construction reserve | $ 245,149 | |||||||
Interest reserve | 1,164,082 | |||||||
Store reserve | 5,428,500 | |||||||
Cost of hotel and land | 55,000,000 | |||||||
Land | 28,200,000 | |||||||
Buildings and improvements | 26,200,000 | |||||||
Balance at Closing [Member] | ||||||||
Construction reserve | 3,000,000 | |||||||
Interest reserve | 3,000,000 | |||||||
Store reserve | 6,600,000 | |||||||
Purchase and Sale Agreement [Member] | Store PSA [Member] | ||||||||
Cost of hotel and land | $ 55,000,000 | |||||||
Lease Agreement [Member] | Altitude Hospitality [Member] | ||||||||
Annual rental | 4,400,000 | $ 4,400,000 | ||||||
Security deposit | $ 6,600,000 | $ 6,600,000 | ||||||
Deposit description | Altitude Hospitality will deposit monthly an amount between 2-4% of the gross revenue of the Property for the preceding month. If no event of default is occurring under the Lease, then Altitude Hospitality shall have the right to withdraw certain Approved Expenditures (as defined therein) from the Capital Replacement Reserve Account (as defined therein) to be used to pay for the cost of furniture, fixtures and equipment for the Property or other real property improvements to the Property, subject to certain requirements of STORE. | |||||||
Disbursement Agreement [Member] | Store [Member] | ||||||||
Borrowings to finance cost of construction. | $ 25,000,000 | |||||||
Loan Agreement [Member] | ||||||||
Debt instrument, face amount | $ 15,000,000 | |||||||
Debt interest rate | 13% | |||||||
Maturity date | Sep. 02, 2025 | |||||||
Payment of Loan | $ 3,250,000 | |||||||
Number of restricted stock issued | 102,754,802 | |||||||
Loan Agreement [Member] | Interest Rate Floor [Member] | ||||||||
Debt interest rate | 2% | |||||||
September Loan Agreement [Member] | FVP Servicing [Member] | ||||||||
Debt instrument, face amount | $ 1,250,000 | $ 3,250,000 | ||||||
Debt interest rate | 20% | |||||||
September Loan Agreement [Member] | Altitude Hospitality [Member] | Subsequent Event [Member] | ||||||||
Debt instrument, face amount | $ 18,255,476.11 | |||||||
Debt instrument, fee amount | $ 750,000 | |||||||
New Loan Agreement [Member] | ||||||||
Debt interest rate | 12% | |||||||
New Loan Agreement [Member] | Subsequent Event [Member] | ||||||||
Debt instrument, face amount | $ 750,000 | |||||||
Loan | $ 7,500 |
SCHEDULE OF INTANGIBLE ASSETS,
SCHEDULE OF INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Intangible assets, amount | $ 395,049 | $ 287,500 |
License Agreement for $257,500 [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Intangible assets, amount | 257,500 | |
2023 | 30,000 | |
2024 | 30,000 | |
2025 | 30,000 | |
2026 | 30,000 | |
2027 | 30,000 | |
Thereafter | 107,500 | |
Total | 257,500 | |
License Agreement for $137,549 [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Intangible assets, amount | 137,549 | |
2023 | 6,877 | |
2024 | 6,877 | |
2025 | 6,877 | |
2026 | 6,877 | |
2027 | 6,877 | |
Thereafter | 103,164 | |
Total | $ 137,549 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Goodwill | $ 29,493,398 | $ 29,493,398 |
Intangible assets, amount | 395,049 | 287,500 |
Amortization expense for intangible assets | 30,000 | $ 12,500 |
License Agreement for $257,500 [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Intangible assets, amount | $ 257,500 | |
Remaining amortization period | 10 years | |
License Agreement for $137,549 [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Intangible assets, amount | $ 137,549 | |
Remaining amortization period | 20 years |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | ||
Short-Term Debt [Line Items] | ||||
Accrued Principal | $ 19,242,494 | $ 1,288,887 | ||
Accrued Interest | 20,574 | |||
Total | 19,242,494 | 1,309,461 | ||
Debt instrument, Principal | (3,693,895) | [1] | ||
Debt instrument, accrued interest | ||||
Subtotal | (3,693,895) | |||
Debt discount, principal | 15,548,599 | 1,288,887 | ||
Debt discount, accrued interest | 20,574 | |||
Debt Discount | 15,548,599 | 1,309,461 | ||
Note Payable 1 [Member] | SBA EIDL [Member] | ||||
Short-Term Debt [Line Items] | ||||
Accrued Principal | 149,169 | 149,169 | ||
Accrued Interest | ||||
Total | 149,169 | 149,169 | ||
Note Payable 2 [Member] | FVPO Funds [Member] | ||||
Short-Term Debt [Line Items] | ||||
Accrued Principal | 91,758 | |||
Accrued Interest | 20,574 | |||
Total | 112,332 | |||
Note Payable 3 [Member] | Grand Slam [Member] | ||||
Short-Term Debt [Line Items] | ||||
Accrued Principal | 404,559 | 434,560 | ||
Accrued Interest | ||||
Total | 404,599 | 434,560 | ||
Note Payable 4 [Member] | FVPO Funds [Member] | ||||
Short-Term Debt [Line Items] | ||||
Accrued Principal | [1],[2] | 3,206,667 | 500,000 | |
Accrued Interest | [1],[2] | |||
Total | [1],[2] | 3,206,667 | 500,000 | |
Note Payable 5 [Member] | FVPO Funds [Member] | ||||
Short-Term Debt [Line Items] | ||||
Accrued Principal | [1],[2] | 15,268,699 | ||
Accrued Interest | [1],[2] | |||
Total | [1],[2] | 15,268,699 | ||
Note Payable 6 [Member] | SBA EIDL [Member] | ||||
Short-Term Debt [Line Items] | ||||
Accrued Principal | 113,400 | 113,400 | ||
Accrued Interest | ||||
Total | 113,400 | 113,400 | ||
Note Payable 7 [Member] | SBA [Member] | ||||
Short-Term Debt [Line Items] | ||||
Accrued Principal | 100,000 | |||
Accrued Interest | ||||
Total | $ 100,000 | |||
[1]Debt discounts related to FVPO Funds.[2]In default. |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | ||||||||||
Sep. 02, 2022 | Mar. 07, 2022 | Dec. 20, 2021 | Jan. 11, 2019 | Dec. 31, 2021 | Dec. 31, 2022 | Feb. 08, 2022 | Aug. 25, 2020 | May 27, 2020 | May 05, 2020 | Oct. 31, 2011 | |
Short-Term Debt [Line Items] | |||||||||||
Notes payable | $ 1,309,461 | $ 19,242,494 | |||||||||
Proceeds from loans | 2,650,000 | ||||||||||
Soccer America [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument, face amount | $ 100,000 | 100,000 | |||||||||
Debt instrument interest percentage | 2.75% | ||||||||||
Maturity date | Jun. 15, 2050 | ||||||||||
Debt Instrument, Periodic Payment | $ 641 | ||||||||||
ITA [Member] | Unsecured Debt [Member] | SBA [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument, face amount | $ 149,900 | ||||||||||
NVL [Member] | Unsecured Debt [Member] | SBA [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument, face amount | 149,169 | 149,169 | $ 113,400 | ||||||||
Debt instrument interest percentage | 3.75% | ||||||||||
Term Loan Commitment [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Notes payable | 91,758 | ||||||||||
Debt instrument, face amount | $ 300,000 | ||||||||||
Debt instrument term | 3 years | ||||||||||
Debt instrument interest percentage | 8.50% | ||||||||||
Loan Note [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Notes payable | 434,560 | 404,559 | |||||||||
Debt instrument, face amount | $ 735,714 | ||||||||||
Net profit percentage | 25% | ||||||||||
Debt instrument, annual principal payment | $ 30,000 | ||||||||||
Paycheck Protection Program CARES Act [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Notes payable | 20,800 | 0 | $ 20,800 | ||||||||
Unsecured Loan Agreement [Member] | Trident Water [Member] | FVP Servicing [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument, face amount | $ 500,000 | $ 500,000 | 3,250,000 | ||||||||
Debt instrument interest percentage | 12% | ||||||||||
Maturity date | Dec. 20, 2023 | ||||||||||
First Amendment to Loan Agreement [Member] | FVP Servicing [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Notes payable | $ 100,000 | ||||||||||
Loan Agreement [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument, face amount | $ 15,000,000 | ||||||||||
Debt instrument interest percentage | 13% | ||||||||||
Maturity date | Sep. 02, 2025 | ||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 102,754,802 | ||||||||||
Loan Agreement [Member] | Interest Rate Floor [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument interest percentage | 2% | ||||||||||
Loan Agreement [Member] | FVP Servicing LLC [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument, face amount | $ 15,268,698 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |||||||||
Sep. 02, 2022 | Apr. 02, 2022 | Mar. 01, 2022 | Feb. 01, 2022 | Jan. 02, 2022 | Nov. 30, 2021 | Oct. 31, 2021 | Jan. 24, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Franchise purchased fee | $ 1,483,814 | |||||||||
Stock Issued During Period, Shares, New Issues | 102,754,802 | 12,500 | 12,500 | 12,500 | 12,500 | |||||
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] | ||||||||||
Debt instrument periodic 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 | |||||||||
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 monthly fee | $ 1,250 | |||||||||
Franchise fee percentage | 20% | |||||||||
Franchise purchased fee | $ 8,000 | |||||||||
Stock Issued During Period, Shares, New Issues | 3,000,000 | |||||||||
Revenue Share Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Revenue share payable percentage | 20% | |||||||||
Agreement term | 10 years | |||||||||
Payments of loan | $ 2,500,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | ||
Oct. 24, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Repayments of Related Party Debt | $ 69,200 | ||
Breunich [Member] | Deferred Bonus [Member] | Employment Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Incentive fee | $ 300,000 | ||
Deferred incentive | 60,000 | ||
Del Mastro and Jaramillo [Member] | Deferred Bonus [Member] | Employment Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Incentive fee | 250,000 | ||
Deferred incentive | $ 50,000 | ||
Gregory Breunich and Gabriel Jaramillo [Member] | |||
Related Party Transaction [Line Items] | |||
Repayments of Related Party Debt | 310,000 | ||
Breunich [Member] | Vice President [Member] | |||
Related Party Transaction [Line Items] | |||
Repayments of Related Party Debt | 67,520 | ||
Jaramillo [Member] | Vice President [Member] | |||
Related Party Transaction [Line Items] | |||
Repayments of Related Party Debt | $ 4,729 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 12 Months Ended | |||||||||||||||||
Sep. 07, 2022 | Sep. 02, 2022 | Apr. 29, 2022 | Apr. 02, 2022 | Mar. 17, 2022 | Mar. 07, 2022 | Mar. 01, 2022 | Feb. 22, 2022 | Feb. 01, 2022 | Jan. 02, 2022 | Jul. 23, 2021 | Feb. 08, 2021 | May 18, 2017 | Feb. 05, 2015 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 25, 2022 | Feb. 10, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||
Preferred stock no par value | $ 0 | $ 0 | $ 0 | |||||||||||||||
Preferred stock voting rights description | the 51 shares of Series A Preferred Stock would have 501,890,680 votes per share of Series A Preferred Stock | |||||||||||||||||
Common stock, shares outstanding | 492,239,343 | 358,070,905 | ||||||||||||||||
Preferred stock, shares outstanding | 51 | 51 | ||||||||||||||||
Preferred stock, shares issued | 51 | 51 | ||||||||||||||||
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 | |||||||||||||||||
Number of shares issued | 102,754,802 | 12,500 | 12,500 | 12,500 | 12,500 | |||||||||||||
Shares issued price per share | $ 0.042 | $ 0.0327 | $ 0.06 | $ 0.069 | $ 0.119 | |||||||||||||
Value of common stock shares issued | $ 3,091,389 | $ 409 | $ 750 | $ 862 | $ 1,488 | |||||||||||||
Number of common stock shares issued for services, value | $ 222,809 | $ 657,947 | ||||||||||||||||
Common stock as debt discount to loan | 16,363,636 | |||||||||||||||||
Options exercised, shares | 250,000 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Number of common stock shares issued for services | 5,050,000 | 3,062,500 | ||||||||||||||||
Number of common stock shares issued for services, value | $ 222,809 | $ 657,947 | ||||||||||||||||
Common stock as debt discount to loan | 16,363,636 | |||||||||||||||||
Number of shares recorded as issuable | 62,500 | |||||||||||||||||
Options exercised, shares | 250,000 | |||||||||||||||||
Hospitality Funding Inc [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Number of shares issued | 1,000,000 | |||||||||||||||||
Shares issued price per share | $ 0.055 | |||||||||||||||||
Value of common stock shares issued | $ 55,000 | |||||||||||||||||
FVP Opportunity Fund III LP [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Number of shares issued | 41,101,921 | |||||||||||||||||
FVP Opportunity Fund IVLP [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Number of shares issued | 10,275,480 | |||||||||||||||||
GT Partners Private Credit Finance LLC [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Number of shares issued | 38,533,051 | |||||||||||||||||
GT Monterey Cypress Finance LLC [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Number of shares issued | 12,844,350 | |||||||||||||||||
MzGroup Inc [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Number of shares issued | 3,500,000 | |||||||||||||||||
Shares issued price per share | $ 0.039 | |||||||||||||||||
Value of common stock shares issued | $ 136,500 | |||||||||||||||||
Revision of Prior Period, Adjustment [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Common stock, shares authorized | 530,000,000 | |||||||||||||||||
Board of Directors [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
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] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Number of common stock shares issued for services | 51 | |||||||||||||||||
Consultant [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Number of common stock shares issued for services | 500,000 | |||||||||||||||||
Shares issued price per share | $ 0.0556 | |||||||||||||||||
Number of common stock shares issued for services, value | $ 27,800 | |||||||||||||||||
Five Individuals [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares issued price per share | $ 0.0556 | |||||||||||||||||
Value of common stock shares issued | $ 556,000 | |||||||||||||||||
Share based payment award, options grants in period, gross | 10,000,000 |
SCHEDULE OF INCOME TAX EXPENSE
SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Tax expense (benefit) at the statutory rate | $ (1,694,818) | $ (205,425) |
State income taxes, net of federal income tax benefit | (403,528) | (48,911) |
Change in valuation allowance | 2,098,346 | 254,336 |
Total |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 2,352,682 | $ 254,336 |
Timing differences | ||
Total gross deferred tax assets | 2,352,682 | 254,336 |
Less: Deferred tax asset valuation allowance | (2,352,682) | (254,336) |
Total net deferred taxes |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Operating loss carryforward | $ 1,352,682 | $ 254,336 |
Federal statutory income tax rate, percent | 21% | 21% |
Deferred tax asset percentage | 100% | 100% |
Remaining net deferred tax assets | $ 2,352,682 | $ 254,336 |
SCHEDULE OF OPERATING REVENUE C
SCHEDULE OF OPERATING REVENUE CLASSES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total | $ 12,209,237 | $ 6,595,867 |
Hotel Resort [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 1,493,240 | |
Altitude Chambers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 421,550 | |
Tuition Based Sports Academies [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 7,199,543 | 6,122,834 |
Hosting Events [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 1,974,798 | |
Uniform Sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 472,693 | |
Membership Fees [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 466,401 | |
Water Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | $ 181,012 | $ 473,033 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Mar. 06, 2023 | Dec. 16, 2022 | Dec. 08, 2022 | Nov. 30, 2022 |
September Loan Agreement [Member] | Altitude Hospitality [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, face amount | $ 18,255,476.11 | |||
Debt instrument, fee amount | $ 750,000 | |||
September Loan Agreement [Member] | FVP Servicing [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, face amount | $ 1,250,000 | $ 3,250,000 | ||
Debt interest rate | 20% | |||
New Loan Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt interest rate | 12% | |||
New Loan Agreement [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, face amount | $ 750,000 | |||
Loan | $ 7,500 |