UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ~~for the fiscal year ended~~

~~December~~For the fiscal year ended December 31, ~~2021~~2022

☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~COMMISSION~~Commission ~~FILE~~File ~~NUMBER~~Number: 000-55639

ALTITUDE INTERNATIONAL HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

New York

13-3778988

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

4500 SE Pine Valley Street

Port Saint Lucie, FL 34952

(Address of Principal Executive Offices)

772-323-0625

(Registrant’s telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

COMMON STOCK, NO PAR VALUE PER SHARE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ ~~(Do not check if a smaller reporting company)~~ Smaller reporting company ☒ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting stock held by non-affiliates was approximately $46,~~879~~412,~~030~~641 as of June 30, ~~2021~~2022, based ~~upon~~ upon a bid price of $0.~~1982~~0338 per share for the registrant’s common stock on such date. Shares of the registrant’s common stock held by each executive officer and director and by each person who beneficially owns 10 percent or more of the registrant’s outstanding common stock have been excluded in that such persons may be deemed to be “affiliates” of the registrant for purposes of the above calculation. This determination of affiliate status is not a conclusive determination for other purposes.

On March 1420, ~~2022~~2023, a total of ~~369~~492,~~108~~176,~~405~~ 843 shares of our common stock were issued, ~~issuable,~~ and outstanding.

ALTITUDE INTERNATIONAL HOLDINGS, INC.

INDEX TO ANNUAL REPORT ON FORM 10-K

		PAGE
	PART I
Item 1.	Business	34
Item 1A.	Risk Factors	2223
Item 1B.	Unresolved Staff Comments	2634
Item 2.	Properties	2734
Item 3.	Legal Proceedings	2734
Item 4.	Mine Safety Disclosures	2734
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2734
Item 6.	Selected Financial Data	2836
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2936
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	3342
Item 8.	Financial Statements and Supplementary Data	3443
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	3544
Item 9A.	Controls and Procedures	3544
Item 9B.	Other Information	3645
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	45
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	3746
Item 11.	Executive Compensation	4150
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4253
Item 13.	Certain Relationships and Related Transactions, and Director Independence	4354
Item 14.	Principal Accountant Fees and Services	4354
	PART IV
Item 15.	Exhibits	4454
	Signatures	4557

FORWARD LOOKING STATEMENT DISCLAIMER

THIS ANNUAL REPORT ON FORM 10-K CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO US THAT ARE BASED ON THE BELIEFS OF MANAGEMENT, AS WELL AS ASSUMPTIONS MADE BY AND INFORMATION CURRENTLY AVAILABLE TO US. WHEN USED IN THIS DOCUMENT, THE WORDS “ANTICIPATE,” “BELIEVE,” “ESTIMATE,” “SHOULD,” “PLAN,” AND “EXPECT” AND SIMILAR EXPRESSIONS, AS THEY RELATE TO US, ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS REFLECT OUR CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO CERTAIN RISKS, UNCERTAINTIES AND ASSUMPTIONS, INCLUDING THOSE DESCRIBED IN THIS ANNUAL REPORT ON FORM 10-K. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED HEREIN AS ANTICIPATED, BELIEVED, ESTIMATED, PLANNED OR EXPECTED. WE DO NOT INTEND TO UPDATE THESE FORWARD-LOOKING STATEMENTS.

PART I

ITEM 1. Business

Corporate History and Description of Business

Altitude International Holdings, Inc. (the “Company,” “we,” “us,” “our,” or “Altitude-NY”), was incorporated in the State of New York on July 13, 1994, as “Titan Computer Services, Inc.”

On June 27, 2017, the Company entered into a Share Exchange Agreement (the “2017 Share Exchange”) with Altitude International, Inc, a Wisconsin corporation (“Altitude”). Altitude was incorporated on May 18, 2017, under the laws of the state of Wisconsin. Altitude specializes in creating properly engineered, membrane-based designs for simulated altitude training equipment. The product line ranges from personal at home use machines to fully integrated environmental rooms and chambers. The Company changed its name on June 4, 2018, to “Altitude International, Inc.” to reflect its current operations. Pursuant to the terms of the 2017 Share Exchange, the Company agreed to issue 6,102,000 shares of its common stock to the individual shareholders of Altitude on a pro rata basis in exchange for receive 100% of the shares of Altitude. Following the 2017 Share Exchange, Altitude became a wholly owned subsidiary of the Company.

On February 13, 2018, the majority of the shareholders of the Company approved the amendment to the Articles of Incorporation to change the Company’s name from “Titan Computer Services, Inc.” to “Altitude International, Inc.” The purpose of the name change was to help further our brand identity reflect the major focus of our business operations, the manufacturing and distribution of products in the athletic training industry, specifically altitude training. On February 14, 2020, the majority of shareholders of the Company and the Board of Directors authorized a change in the Company’s name to “Altitude International Holdings, Inc.” to reflect more diversified operations going forward. On August 21, 2020, the name change was effected with the State of New York.

Following the 2017 Share Exchange, the Company, through its operating subsidiary, specializes in creating uniquely engineered, membrane-based designs for simulated altitude training environments. The product line ranges from personal at home use machines to fully integrated environmental rooms and chambers. Through a license agreement with Sporting Edge UK, a brand well-established in the United Kingdom, the Company has expanded its technology into the American marketplace, where the appetite for increasing performance in elite athletes, professional sports, equine sports, and universities and colleges is immense.

On July 6, 2021, the Company entered into a Share Exchange Agreement (the “2021 Share Exchange Agreement”) with Breunich Holdings, Inc., a Delaware entity (“BHI”), and the shareholders of BHI. BHI is a holding company with seven operating LLCs, including CMA Soccer, LLC, ITA-USA Enterprise LLC, Trident Water LLC, North Miami Beach Academy LLC, NVL Volleyball Academy LLC, Six Log Cleaning and Sanitizing LLC, and Altitude Wellness LLC.

On July 21, 2021, the Company filed a Certificate of Designation for Series A Preferred Stock.

Pursuant to the terms of the 2021 Share Exchange Agreement, the Company agreed to issue 295,986,724 shares of its common stock to the shareholders of BHI in exchange for 100% ownership of BHI. The Company also agreed to issue 51 shares of its Series A preferred stock to Gregory Breunich as part of the agreement.

At the Closing of the Share Exchange Agreement on July 23, 2021, Altitude acquired 100% ownership of BHI as a wholly owned subsidiary and all of its operating companies. BHI is now operating as a wholly owned subsidiary of the Company. Following the Closing of the Share Exchange Agreement, the Company has rebranded its subsidiaries’ operations, as further described below.

BUSINESSES

Company Overview

Altitude International Holdings, Inc., (the “Company”) is a ~~people~~vertically integrated high-~~first~~performance sports, education, and ~~global~~technology ~~wellness~~company. ~~group~~We ~~comprised~~own ofand ~~multiple~~operate ~~scalable~~sports ~~related~~training ~~revenue~~and ~~streams~~educational ~~creating~~institutions, amanufacture ~~vertically~~oxygen ~~integrated~~training ~~high-performance~~chambers ~~sports,~~and ~~education,~~manufacture atmospheric water generators. Our direct ownership of sports training and ~~technology~~educational ~~company~~institutions positions us to directly benefit from our wellness initiatives contributing to best-in-class high-performance environments. Our mission is to redefine and revolutionize athletic preparation and training, while providing relief, opportunity, and wellness to those that need it the most.

~~Altitude~~We operate through the following wholly owned subsidiaries: Breunich Holding, Inc., a Delaware corporation (“BHI”), Altitude International, Inc., a Wisconsin corporation (“Altitude Chambers”), 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” or “Club Med 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 Learning”).

Since 2017, the Company, through its operating subsidiary, Altitude International, Inc., specializes in creating uniquely engineered, membrane-based designs for simulated altitude training environments. The product line ranges from personal at home use machines to fully integrated environmental rooms and chambers. Through a license agreement with Sporting Edge UK, a brand established in the United Kingdom, the Company intends to continue to expand its technology into the American marketplace, where the appetite for increasing performance in elite athletes, professional sports, equine sports, and universities and colleges is immense.

Industry Operating Environment

We believe the industry operating environment is ready for our products and our focus is climate-controlled rooms. The blended business approach that Altitude has adopted has substantiated our product in the marketplace through education and applied use of our systems and protocols. In the academies’ operations alone, participants attend from 40 nations around the world. Professional athletes and professional teams utilize the facilities from Europe, South America, and Asia.

~~Recent~~Business ~~Development~~Revenue Streams

~~Altitude~~We isoperate ~~establishing~~across ~~its~~four ~~manufacturing~~revenue instreams: ~~the~~(i) ~~United~~Owned ~~States~~Sports Tuition Properties, ~~taking~~(ii) ~~ownership~~Owned ofAcademic ~~our~~/ ~~cost~~Other toProperties, ~~retail~~(iii) ~~structure.~~Rush ~~Currently~~Soccer, ~~“Made~~and in(iv) ~~the~~Owned & Licensed ~~USA”~~Technology ~~carries~~Properties, ~~weight~~and ~~worldwide~~(iv) atRush Soccer. Our revenue streams are presented in the ~~consumer~~table ~~level.~~below:

~~The~~Owned ~~product~~Sports ~~designs~~Tuition ~~licensed from Sporting Edge UK are proven and cover a wide range of room sizes. The only requirement is to change from metric to imperial sizes where necessary.~~Properties

~~There~~Altitude ~~are~~sports ~~three~~properties ~~unique~~consist ~~elements~~of toAltitude ~~the~~Academies, Altitude ~~Systems:~~Volleyball, CMAS, and NMBA.

●Altitude Academies ~~Sophisticated~~provides ~~Touch~~tennis, ~~Screen~~golf, ~~control~~soccer, ~~systems~~beach ~~capable~~volleyball, ofand ~~integrating~~indoor volleyball programs specializing in the ~~control~~training and education of ~~simulated~~young ~~altitude~~aspiring student-athletes from around the world, ~~temperature~~providing ~~and~~a ~~humidity~~pathway from elementary school to college to the professional ranks. The ●academies Aoperate ~~unique~~from ~~design~~the ofSandpiper ~~Air~~Bay ~~Separation~~Resort, ~~Unit~~providing a setting with ~~only~~infrastructure to deliver excellence in education and sports training. The facilities include 5 classrooms, lecture rooms, theaters, 4 indoor conference areas, outdoor pavilions, 28 rooms of housing, multiple dining facilities, a ~~single~~fitness ~~active~~center, ~~part~~an ~~that~~18 ~~provides~~hole ~~for~~golf ~~ultra~~course, a state-~~reliable~~of-the-art ~~operation~~8-court beach volleyball facility, a driving range, multiple putting and chipping greens, 21 tennis courts, an artificial turf soccer field, a ~~design~~basketball ~~life~~court, of3 ~~greater~~pools ~~than~~(one ~~fifteen~~5-lane and ~~years~~a 25-meter lap pool), theaters, marinas, spa, and more. ●Altitude ~~Proven~~Academies ~~training~~also ~~protocols~~operates ~~that~~a ~~allow~~proprietary ~~the~~educational ~~desired~~model ~~training~~that ~~benefits~~currently focuses toon beblending ~~achieved~~sports and academics.

We have included some photos of what our systems look like:

Manufacturing consists primarily of the assembly of components into unique licensed designs.

Academic Tuition Properties

With more than 35 years in education, Altitude’s blended approach to education ensures those who participate receive an excellent education, have the opportunity to attend some of the finest universities in the United States, and become life-long learners with a keen interest in high achievement. The academy is a registered accredited educational brick-and-mortar school with traditional classroom instruction utilizing an accredited curriculum in the State of Florida. We currently operate a highly regimented and customized brick-and-mortar delivery with a very low student to teacher ratio of 6:1-8:1 as well as 20:1 lecture sessions. Each student attends class 5.5-6 hours per day Monday through Friday with no academic session Friday night. In addition, attendees study in their discipline of choice, utilizing onsite facilities, for 5 hours per day. Currently, education initiative has 170 full-time students, with an average tuition rate of approximately $30,000 per student.

Altitude Online was established to support and address the global demand for distance learning. This is a natural extension of our existing brick-and-mortar academic operations. Through our Cognia™ Performance Accreditation issued by Cognia Global Commission, Altitude Online is fully accredited school. The economics of an online distance school presents a significant potential opportunity. Now students from around the world will have the opportunity to earn an American high school diploma in their home countries while attending Altitude Online. The curriculum for both the regular and distance delivery is digital with built-in course sequencing, pacing, and student, and parent-teacher transparency. There are 60 languages incorporated with the platform, making it easy to onboard students from around the world. Altitude can support the destination student residing in Port Saint Lucie, Florida, as well as students in the United States or around the world.

Licensed Technology Properties

Altitude Water manufactures Atmospheric Water Generators (“AWGs”). AWGs produce pure water through the condensation process. Our AWGs range from smaller residential, light commercial, and heavy-duty military-grade machines. The machines supply up to 12, 100, and 200 gallons of water per day and cost approximately $4,000 to $75,000 per unit.

Altitude Chambers specializes in creating uniquely engineered, membrane-based designs for simulated altitude training environments. Altitude Chambers entered into an exclusive, perpetual licensing agreement with Sporting Edge UK Ltd., Inc. (“Sporting Edge UK”), a UK company, which granted Altitude International, Inc. a license and access to Sporting Edge’s intellectual property and proprietary technology related to properly engineered, membrane-based designs for simulated altitude training equipment. The product line ranges from personal at-home use machines to fully integrated environmental rooms and chambers. Altitude has the licensing rights to use all technology to manufacture the products and to sell them (directly or through distributors) in North, Central, and South America. The manufacturing of the environmental rooms and chambers takes place in the United States.

Altitude Wellness was formed to focus on helping its future members reach their individual health goals by offering various experiences that enhance the way members look and feel. Multiple modalities ranging from altitude chambers, cryo chambers, ozone chamber, red light therapy, IV therapy, infrared sauna, and neuro feedback are just a few of the treatments that will be available.

~~Competition~~Rush Soccer

~~Currently,~~RUSH ~~the~~Soccer ~~membrane-based~~is ~~technology~~a isnational ~~not~~competitive ~~being~~youth ~~well~~soccer ~~used~~club inthat administers boys’ and girls’ teams internationally (the ~~United~~“RUSH Programs”) ~~States.~~with Inproprietary ~~North~~training ~~America~~methodology, ~~there~~documentation ~~exist~~and ~~some~~materials ~~companies~~(the ~~that~~“RUSH ~~provide~~Materials”), proprietary technologies ~~altitude~~and ~~training~~platforms ~~masks~~(the “RUSH Technologies”), ~~but~~and a database of individuals (the ~~equipment~~“RUSH isDatabase”). onAccording ato ~~much~~Top Drawer ~~smaller~~Soccer, ~~scale~~Rush ~~intended~~operates ~~for~~the ~~personal~~world’s ~~use~~largest soccer organization with over 47,000 players across 142 local clubs. ~~This~~In ~~type~~its of25-year history, ~~equipment~~Rush ~~employs~~has ~~PSA~~helped ~~technology~~propel over 91 athletes to the professional level. Through Altitude’s partnership with Rush, we have established ~~which~~Rush ~~has~~Altitude ~~reliability~~as ~~issues~~our premier soccer academy, and awe ~~restricted~~are ~~altitude~~pleased ~~capacity~~to offer the tens of thousands of Rush players and their families opportunities through our facilities and other offerings.

~~There have~~Altitude ~~been~~Hospitality ~~recent~~Transactions ~~climate-controlled chamber successes in therapy~~ and rehab environments. While used in the United States and North America, much of the membrane-based technology reflects continued use on a more personal basis. The impact of COVID-19 stalled most activities for much of 2020 and 2021. However, in recent months, the Company has experienced a renewed interest in the university, college, military, and therapy sectors and professional sports teams.Divestiture

~~Marketing~~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 ~~Customers~~the divestiture of all the membership interests of Altitude Hospitality on March 6, 2023, are further described below.

~~Our~~Purchase approach with major professional sports franchises has been an emphasis. We plan to market to franchise, college, military and therapy institutions interested in installing climate-controlled chambers in their performance facilities indicate renewed momentum for the 2022 - 2023 seasons. Our outreach utilizes far-reaching relational capital as the point of entry for prospective targets. Our products and services support junior, adult, and professional individuals.Agreement

~~Altitudes~~On ~~second~~April ~~demonstration~~27, ~~facility~~2022, tothe beCompany ~~installed~~entered into a Purchase and ~~used~~Sale atAgreement ~~Club~~(the ~~Med~~“Property ~~Academies~~PSA”) ~~will~~for ~~serve~~the aspurchase ~~headquarters~~by ~~for~~the ~~ALTD’s~~Company ~~R&D~~of ~~center hosting~~the ~~junior~~216-acre, ~~adult~~335-room, Port ~~professional~~St. ~~individuals~~Lucie, Florida property formerly operated under the name “Club Med Sandpiper Bay” (the “Property”) from Sandpiper Resort Properties, Inc. and ~~teams~~Holiday onVillage aof ~~daily~~Sandpiper, ~~year-round~~Inc. ~~basis~~(collectively, “Sandpiper”). Pursuant to the terms of the Property PSA the Company was allowed to assign its rights under the Property PSA.

~~Intellectual~~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 to be paid to Sandpiper by STORE. The title to the Property was conveyed to STORE through the Property PSA in a simultaneous closing.

~~The~~Through ~~Company~~the ~~does~~agreements ~~not own any patents directly but~~described ~~has~~below, ~~access~~Altitude toHospitality operates the ~~Sporting~~resort ~~Edge~~as UK“Sandpiper ~~intellectual~~Bay ~~property~~Resort” ~~through~~under the ~~License~~“Trademark ~~Agreement,~~Collection® by ~~and between the Company and Sporting Edge UK Ltd., Inc. (“Sporting Edge UK~~Wyndham”~~) as discussed below~~.

~~Principal~~Financing ~~Agreements Affecting Our Ordinary Business~~Agreement

~~Revised~~Concurrently with the ~~Sporting~~assignment ~~Edge~~of UKthe ~~Licensing~~Property ~~Agreement~~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, subject to certain adjustments, and the security deposit required is $6,600,000.

~~Altitude entered into~~The aCompany ~~Revised~~agreed ~~Licensing~~to ~~Agreement~~unconditionally ~~with~~guarantee ~~Sporting~~the ~~Edge~~payment UKand inperformance ~~January~~of ~~2019 that grants a license to~~ Altitude toHospitality ~~use~~under ~~Sporting~~the ~~Edge UK’s~~Lease ~~proprietary~~until ~~technology~~all ~~related to properly engineered, membrane-based designs for simulated altitude training equipment. The~~obligations ~~license~~are ispaid ~~exclusive~~under ~~and~~the ~~is perpetual, with termination by Sporting Edge UK only upon uncured, material breach~~Lease. ~~The~~Any ~~annual~~debt ~~license fee~~of ~~under~~ the ~~revised~~Company ~~agreement~~ is ~~$1.00~~and ~~per~~will ~~year.~~be ~~The~~subordinated ~~product~~to ~~line~~the ~~ranges~~indebtedness ~~from~~of ~~personal~~Altitude atHospitality ~~home use machines~~ to ~~fully~~STORE ~~integrated environmental~~under ~~rooms~~the ~~and chambers~~Lease. ~~Altitude~~The ~~has~~guarantee of the ~~licensing~~Company ~~rights~~under ~~to use all technology to manufacture~~ the ~~products~~Lease ~~and~~has tonot ~~sell~~been ~~them~~removed ~~(directly~~ or ~~through~~ ~~distributors)~~assigned indespite the ~~following~~divestiture ~~territories:~~described below.

~~● The Continent of North America, Central America, The Continent of South America. ● Other territories as may be agreed from time to time, on a temporary or permanent basis.~~Membership Agreement

~~ITA-USA~~Altitude ~~Enterprise~~Hospitality entered into a Membership Agreement (the “Membership Agreement”) with TMH Worldwide, LLC ~~d/b/a~~(the “Franchisor”), through which Altitude ~~Academies~~Hospitality ~~and~~was ~~Club~~granted ~~Med~~franchise ~~Academies~~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 to Altitude Hospitality for construction costs to enable Altitude Hospitality, as lessee under the Lease, to construct and renovate improvements to the Property and complete the property improvement plan construction and remodel work required by Franchisor under the Membership Agreement at the Premises.

~~Corporate~~Management ~~History~~Agreement

~~ITA-USA~~On ~~Enterprise~~August 6, ~~LLC~~2022, ~~(d/b/a~~the “Company and Altitude ~~Academies~~Hospitality LLC,” orentered ~~“Club~~into ~~Med~~a ~~Academies”)~~Hotel ~~was~~Management ~~formed~~Agreement ~~in 2010. Currently, Altitude~~(the ~~Academies~~“Management ~~and~~Agreement”) ~~the~~with ~~team~~Our ~~reside~~Town onHospitality aLLC ~~258-acre~~doing ~~property~~business ~~located~~as inOTH ~~Sandpiper~~Hotels ~~Bay~~Resorts, ~~Florida,~~a ~~which~~Virginia islimited ~~owned~~liability company by(the ~~Holiday Village of Sandpiper, Inc~~“Manager”).

~~Nature~~Loan ~~of Operations~~Agreement

~~Altitude Academies~~On ~~specializes~~September in2, 2022, the Company, ~~training~~Altitude Hospitality and ~~education~~Trident ofWater, ~~young~~LLC, ~~aspiring~~a ~~student-athletes~~Florida ~~from~~limited ~~around~~liability ~~the~~company ~~world~~(collectively, ~~providing~~the a“Borrowers”) entered ~~pathway~~into ~~from middle~~a ~~school~~Loan toAgreement ~~college~~with toFVP ~~the~~in ~~professional~~its ~~ranks.~~capacity ~~Altitude~~as ~~Academies’~~administrative ~~proprietary~~agent, ~~educational~~among ~~model~~others ~~currently~~(the ~~focuses~~“September onLoan ~~sports~~Agreement”), and ~~academics.~~ancillary ~~The~~documents ~~business~~including ~~model~~an isExclusivity ~~scalable~~Agreement, toRevenue ~~other~~Share ~~disciplines~~Agreement, ~~i.e.~~Security Agreement, ~~the~~and ~~arts~~Payment ~~and~~Guaranty ~~science~~(each ~~sectors.~~as defined ~~Altitude~~in ~~Academies~~the isSeptember aLoan ~~tuition-based business~~Agreement) ~~and~~under ~~hosts~~which ~~boarding~~the ~~and~~Borrowers ~~non-boarding~~borrowed ~~students~~Fifteen ~~from~~Million ~~approximately~~Dollars 40($15,000,000) ~~nations.~~with ~~The~~an ~~majority~~interest rate per annum of ~~attendees~~SOFR ~~participate~~(with ona 2% floor) + thirteen percent (13%) and a ~~school year~~maturity ~~semester~~date ~~basis~~of September 2, ~~residing~~2025 (with ~~Altitude~~an ~~Academies~~option ~~287-days~~to ~~out~~extend ofone ~~the~~ additional year. ~~Students~~if ~~arrive~~certain inconditions ~~August~~are ~~and~~met) ~~finish~~(the up“September inLoan”). ~~May~~In inaddition, aamounts ~~given school~~due ~~year.~~under ~~Others~~earlier ~~who~~bridge ~~participate~~loans ~~come~~by the lender to the ~~academy~~Company ~~weekly~~in ~~throughout~~amounts totaling $3,250,000 were included in the ~~year.~~September ~~Altitude~~Loan ~~Academies~~Agreement ~~hosts~~and ~~Altitude~~had ~~Tennis,~~a ~~Altitude~~maturity date of the earlier of ~~Golf~~(i) November 30, ~~and~~2022, ~~full~~or ~~Academic~~(ii) ~~disciplines~~the ofdate the ~~academy~~Company ~~group~~uplists ofto ~~companies~~NASDAQ. ~~Tuitions~~As additional consideration for the ~~Altitude~~September ~~Academies~~Loan, ~~retail~~FVP ~~program~~or ~~range~~its ~~from~~designees ~~approximately~~received ~~$51~~102,~~000~~754,802 ~~(non-boarding)~~restricted toshares ~~approximately~~of ~~$67,000~~common ~~(boarding)~~stock ~~for~~of ~~each~~the ~~school~~Company ~~year~~(the “Loan Consideration Shares”).

~~Altitude Golf~~Pursuant isto ~~led by Director Matthew Fields (“Fields”), who has worked alongside multiple instructors. Fields previously served as~~ the ~~Director of Golf for the International Junior Golf Academy. Students in the Golf program engage in a rigorous~~Revenue ~~training~~Share ~~and academic schedule~~Agreement, ~~with~~Altitude ~~daily~~Hospitality ~~morning~~agreed ~~and afternoon golf and academic regimens. Fields and his team continue year in and year out~~ to ~~build~~pay ~~and~~FVP ~~create~~an ~~young,~~amount ~~prime~~equal ~~time golfers who go on~~ to ~~receive~~twenty ~~college~~percent ~~scholarships~~ (~~in sport and academics~~20%) ~~and in~~of ~~some~~all ~~cases~~net ~~further~~operating ~~excel~~income ~~into~~ (the ~~professional~~“Revenue Share”) ~~ranks~~for ~~(ie.,~~such ~~Morgan~~calendar ~~Hoffmann,~~quarter ~~ShanShan~~(on ~~Feng,~~a ~~Richy~~cumulative ~~Werenski, Stephanie Meadow~~basis).

~~Altitude Tennis~~Pursuant ~~follows~~to the ~~Gabriel Jaramillo coaching methodology, employing in-depth cyclical training plans covering all aspects of~~ ~~player~~Exclusivity ~~development. The tennis program~~Agreement, ~~as well as all~~ the ~~other~~Company ~~sports at the academy, requires a long-term outlook for building a sound~~ and ~~complete~~its ~~athlete.~~subsidiaries ~~Gabriel~~agreed ~~Jaramillo and Gregory Breunich have long-standing reputations having assisted in developing many of the finest professional athletes ever~~ to ~~play~~use ~~the~~Feenix ~~game~~Payment ~~of tennis. Many of their tennis players have gone on to become some of the finest players (i.e.~~Systems, ~~Agassi,~~LLC ~~Sampras, Kournikova, Sharapova, Seles, and the Williams sisters~~(“FPS”) inas the exclusive ~~world.~~agent Into ~~the~~provide ~~program, there~~credit ~~are~~card ~~full-time,~~processing ~~short-time, junior,~~ and ~~professional~~related ~~regimens~~services. ~~available,~~The ~~each~~Exclusivity ~~focusing~~Agreement onshall ~~the~~remain ~~building~~in ~~process~~effect ~~designed~~until ~~to ensure~~one ~~participants’~~year ~~long-term~~after ~~success.~~all ~~Over~~obligations ~~their~~under ~~40-year history,~~ the ~~program~~September ~~has~~Loan ~~placed~~Agreement ~~thousands~~have ofbeen ~~kids into every national college division and trained hundreds of athletes into the professional ranks~~satisfied.

~~Altitude~~Pursuant to the Security ~~Soccer~~Agreement and ~~Altitude~~Payment ~~Volleyball~~Guaranty, ~~reside~~the inCompany’s ~~separate~~wholly ~~entities~~owned ~~and~~subsidiaries ~~are~~(except ~~modelled~~for ~~like~~Rush ~~the~~Education, ~~golf~~LLC) ~~and~~have ~~tennis~~agreed ~~divisions.~~to ~~The~~guarantee the ~~soccer,~~Borrowers’ ~~volleyball, golf,~~obligations under the Loan and ~~tennis~~have ~~programs~~pledged ~~use~~their ~~the~~equity ~~Club~~and ~~Med~~granted ~~facility~~a onsecurity ~~site~~interest ~~(further~~in ~~described~~all ~~below)~~their assets.

~~Learning~~The ~~Model~~September Loan contains customary representations, warranties, covenants, indemnification, and other terms for transactions of a similar nature.

~~The~~FVP ~~learning~~and ~~model~~Altitude isHospitality ~~shown~~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 ~~following~~Loan ~~image~~Documents.

~~Industry Operating~~Default ~~Environment~~under September Loan Agreement

~~Athletes that~~On ~~hope~~December to8, ~~compete~~2022, atthe Company ~~top~~received ~~professional~~a ~~levels~~“Notice ~~require~~of ~~extensive~~Events ~~training~~of ~~and~~Default; ~~resources~~Reservation ~~from~~of aRights; ~~young~~and ~~age.~~Notice Itof ~~can~~Default beInterest ~~challenging for~~Accrual” letter (the ~~families~~“Default ofNotice”) ~~those~~from ~~young~~FVP. ~~athletes~~The toDefault ~~find~~Notice ~~the~~was ~~right~~in ~~balance~~regard ofto ~~high-level~~the September ~~academics~~Loan Agreement and ~~consistent~~designated ~~athletic~~two ~~training.~~events ~~Altitude~~of ~~Academies specializes~~default inunder ~~ensuring~~the ~~that~~September ~~all~~Loan ~~its~~Agreement, ~~students~~including ~~have~~the ~~access~~failure to obtain ~~world-class~~deposit ~~training,~~account ~~education,~~control ~~facilities,~~agreements and ~~coaching.~~failure ~~Altitude~~to ~~Academies’ distinct~~pay ~~education-and-training~~the ~~methodology~~amount ~~carves~~of ~~out effective practice~~$3,250,000 ~~training~~by ~~and~~November ~~academic~~30, ~~regimens~~2022. onThe aDefault ~~daily basis This methodology~~Notice ~~ensures~~declared ~~young~~that ~~athletes~~effective ~~reach~~as ~~their ultimate level~~ of ~~development~~November ~~and~~30, ~~performance.~~2022, ~~Many~~the ~~Altitude~~interest ~~Academies~~rate ~~athletes~~under ~~advance to play at~~ the ~~collegiate~~Loan ~~level,~~Agreement ~~and~~will ~~some~~be gocharged onat toa ~~become~~default ~~professional athletes. The methodology also strongly emphasizes developing the~~interest ~~individuals’~~rate ~~learning~~of ~~skills,~~twenty ~~competitive~~percent ~~competence,~~(20%) ~~and~~per ~~academic~~year ~~development.~~until ~~Thus,~~all ~~Altitude~~events ~~Academies~~of ~~provides~~default aare ~~gateway for~~cured ~~young,~~or ~~talented~~waived ~~athletes~~in towriting ~~hone~~by ~~their athletic prowess, minds, and overall ability to succeed~~FVP.

~~Competition~~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. Under the terms of the Consent Agreement, FVP agreed to make one or more advances to Altitude Hospitality (or directly to any applicable payee) by disbursing, in their sole and absolute discretion, up to an aggregate amount of $1,250,000.00 of the proceeds of the Growth Capital Loan defined in the September Loan Agreement on deposit in the Interest Reserve Account (as defined in the September Loan Agreement) to be used solely for working capital expenditures of Altitude Hospitality.

~~Altitude Academies’~~In ~~competitors~~exchange ~~include~~for ~~IMG~~this ~~Academy~~advance, the ~~Saddlebrook~~Company ~~Preparatory~~and ~~School~~its subsidiaries acknowledged liability under the September Loan Agreement, ~~Mouratoglou~~waived ~~Academy~~certain ~~(France)~~rights and cure periods, and released ~~Evert~~FVP ~~Tennis~~and ~~Academy~~the lenders from claims.

~~Marketing~~ Settlement Agreement and Divestiture ~~Customers~~of Altitude Hospitality

~~Altitude Academies~~On ~~markets~~March ~~internationally~~6, 2023, the toCompany, aAltitude ~~target~~Hospitality ~~audience of young athletes~~ and ~~their~~Trident ~~families~~Water, ~~through~~LLC, ~~websites~~together ~~and~~with ~~social media channels,~~the ~~delivering~~Company’s ~~in-person~~wholly ~~clinics~~owned insubsidiaries ~~specific~~entered ~~regions.~~into ~~In addition, Altitude Academies has developed~~ a ~~global~~Settlement ~~agent~~Agreement ~~network~~(the ~~that~~“Settlement ~~refers~~Agreement”) ~~athletes~~with FVP, ~~students,~~ ~~professional~~ and certain ~~college~~lenders ~~teams from Europe~~(collectively, ~~Asia,~~the ~~North~~“Loan ~~America and South America~~Parties”). ~~Their~~The ~~target~~Settlement ~~audience~~Agreement ~~comprises~~relates ~~young individuals possessing the passion and drive~~ to ~~excel~~events asof ~~collegiate~~default ~~and~~by ~~professional~~the ~~athletes.~~Company ~~Altitude~~under ~~Academies’~~the ~~training~~September ~~and education is~~Loan ~~offered to student-athletes from over 40 nations~~Agreement.

~~Principal~~Under the terms of the Settlement ~~Agreements~~Agreement, ~~Affecting~~the ~~Ordinary~~Company ~~Business~~agreed to assign 100% of the membership interests of Altitude Hospitality to FVP’s designee.

~~Altitude Academies~~In ~~maintains~~consideration anfor ~~Operating~~the assignment ~~and~~of ~~Licensing Agreement (~~the ~~“Agreement”)~~membership ~~with~~interests ~~Holiday Village~~ of ~~Sandpiper,~~Altitude ~~Inc.~~Hospitality, athe ~~Florida corporation~~existing ~~(“Club~~debt ~~Med”),~~owed ~~located~~by atthe ~~3500~~Company SEto ~~Morningside~~the ~~Boulevard,~~lenders ~~Port~~under ~~St.~~the ~~Lucie,~~September Loan ~~FL 34952. The~~ Agreement ~~stipulates~~was ~~that Altitude~~reduced ~~Academies~~by isan ~~allowed~~amount toof ~~use~~$18,255,476.11 (the ~~facilities~~“Partial atSatisfaction ~~Club Med for its academy and athletic programs~~Amount”). The ~~Agreement~~Loan ~~runs~~Parties ~~for~~also ~~a term~~agreed ofto ~~one~~enter ~~year~~into ~~beginning~~a ~~May~~new 1,loan ~~2021~~agreement ~~and~~(the ~~may~~“New beLoan ~~renewed~~Agreement”) in ~~one-year~~favor ~~increments~~of ~~provided~~the ~~both~~lenders ~~parties~~with ~~mutually~~a ~~agree~~principal inamount ~~writing.~~of ~~Altitude~~$750,000 ~~Academies agreed~~ to ~~promote,~~be ~~staff,~~used ~~and~~to ~~deliver~~pay ~~the~~off ~~academy programs, as well as provide and maintain~~ all ~~necessary~~existing ~~supplies~~amounts ~~and~~due ~~equipment, for~~under ~~Altitude~~the ~~Academies~~September ~~clients~~Loan ~~and students~~Agreement. ~~Altitude~~Upon ~~Academies~~the ~~also~~execution ~~provides~~of ~~Club~~the ~~Med~~Settlement ~~with~~Agreement ~~client feedback~~ and the ~~complies~~New ~~with~~Loan Agreement, all ~~standard operating~~remaining ~~procedures~~existing ~~and~~debt ~~guidelines~~owed ~~provided~~ by ~~Club~~the ~~Med.~~Loan ~~Club~~Parties ~~Med~~under ~~agreed~~the toSeptember ~~provide~~Loan ~~room~~Agreements ~~and~~was ~~board~~satisfied toin ~~Altitude Academies and repairs~~full and ~~maintenance~~the ofSeptember ~~all~~Loan ~~infrastructure~~Agreement ~~utilized by Club Med Academies~~terminated, ~~including~~subject ~~utilities and capital costs associated with Club Med owned facilities. Club Med provides the all-inclusive programming delivered~~ to ~~its~~certain ~~resort~~limited ~~guests.~~contingent ~~Both~~indemnification ~~parties~~obligations ~~are required to maintain insurance policies~~ that ~~will~~survive ~~cover~~the ~~their operations, ensure their employees abide by all laws and facility rules, pass background checks,~~termination and ~~indemnify each other~~repayment.

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, were used to settle the September Loan Agreement and no cash was received by the Company.

~~CMA~~Under the terms of the New Loan Agreement, ~~Soccer~~the maturity date of the loan is June 30, ~~LLC~~2025, ~~d/b/a~~and ~~Altitude~~the ~~Soccer~~Company and the Loan Parties agreed to pay an interest rate of twelve percent (12%) per annum. Through September 2024, the Company shall make interest only payments under the New Loan Agreement, after which it will make payments of $7,500 per month plus accrued interest until the maturity date, at which point all amounts due under the New Loan Agreement shall be paid.

~~Corporate~~In connection with ~~History~~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.

~~CMA~~The New Loan Agreement contains ~~Soccer~~customary representations, ~~LLC~~warranties, ~~(“Altitude~~covenants, ~~Soccer”)~~indemnification, ~~launched~~and inother ~~2018~~terms for transactions of a similar nature.

~~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 ~~Operations~~the September Loan Agreement.

~~Altitude Soccer~~Our issports the soccer division of Altitude Academies. It is operated as a separate LLC under contract with Club Med. Altitude Soccer like other Altitude Academies programs hosts student-athletes from many nations. Altitude Soccer utilizes highly specialized training methodologiesacademies, ~~blending~~ ~~all the critical elements required to groom a high-level soccer player. Those who attend participate in a 10-hour per day regimen~~which ofwe ~~soccer,~~have ~~academics,~~operated ~~and~~on ~~athletic development. Altitude Soccer is a college and professional-bound program placing its graduates in colleges and professional ranks throughout~~ the ~~USA.~~Property Attendees of the soccer academy train on two international-sized, natural turf fields located at Club Med Sandpiper Bay in Port Lucie, FL. Besides attracting junior, high-performance soccer players, Altitude Soccer also draws and hosts global professional teams for ~~preseason~~thirteen ~~training camps at Club Med (Pachuca – Mexico~~years, ~~Penarole-Uruguay,~~continue ~~Inter-Miami –~~to ~~MLS, Washington Spirit – NWSL, and Kansas City WFC – NWSL)~~operate.

AsMarket of March 7, 2022, Altitude Soccer entered into a Management Consulting and License Agreement with Soccer Partners America, a Colorado not-for-profit corporation (“RUSH Soccer”). RUSH Soccer is a national competitive youth soccer club that administers boys’ and girls’ teams internationally (the “RUSH Programs”) with proprietary training methodology, documentation and materials (the “RUSH Material”), proprietary technologies and platforms (the “RUSH Technologies”), and a database of individuals (the “RUSH Database”).Opportunity

~~Pursuant~~The toCompany’s ~~the~~core ~~terms~~revenue ofgenerators are uniquely positioned in the ~~Agreement,~~sport ~~CMA~~and ~~agreed to~~education ~~administer,~~space. ~~deliver~~The ~~and~~founders ~~develop~~of ~~the~~Altitude ~~RUSH~~have ~~Programs~~a ~~for~~long anhistory ~~initial~~in ~~term~~blending the benefits of 10sports, ~~years~~education, hospitality, ~~with~~and ~~further~~real ~~automatic~~estate ~~renewals~~development ~~for~~to ~~two~~create ~~five-year terms~~their own sustainable integrated marketplace. ~~RUSH~~The global Rush Soccer ~~has~~relationship ~~granted~~adds to ~~CMA~~and ancomplements ~~exclusive~~this ~~license~~strategy. toWith ~~use~~the Rush transaction, the ~~RUSH~~Company ~~Soccer~~consolidated ~~name~~142 clubs and more than 47,000 ~~their~~soccer ~~logo~~players in the United States alone, positioning the ~~RUSH~~Company ~~Materials~~for ~~and~~significant growth through multiple levels of programming offerings to the ~~RUSH~~Rush ~~Technologies~~constituents. inAltitude ~~connection~~has ~~with~~the opportunity to increase the ~~operation,~~Rush ~~marketing~~membership ~~and~~fee ~~exploitation~~per ofplayer ~~full~~and ~~time,~~as ~~school~~a ~~semester,~~result ~~school~~positively ~~year~~impact ~~and~~the ~~short~~average ~~time~~$800 ~~weekly,~~club ~~junior,~~fee ~~adult,~~currently ~~professional~~being ~~and~~generated ~~family~~by approximately 300 average paying members per club. In addition, ~~boarding~~Altitude ~~and~~expected ~~non-boarding~~to ~~soccer~~onboard ~~programs~~approximately 90 additional clubs to the Rush platform.

~~Learning~~Altitude’s ~~Model~~current destination full-time and ~~Training~~weekly ~~Approach~~tuition operations are recognized among the top international sports academies in the world. Its current location on 238 acres with more than 3,000 feet of waterfront in Port Saint Lucie, Florida, makes Altitude an attractive academy destination globally.

~~Altitude~~Growth Soccer’s learning model is provided in more detail in the following images. Altitude Soccer offers both full-time and short-time programs to cater to young athletes with full access to its extensive facilities. Beyond training and academics, Altitude Soccer also employs an Academy Life team to instill the holistic growth and development of all students. This ensures the athletes feel confident and secure in the safe, calm, friendly environment. Just as Altitude Soccer provides competitive, comprehensive national and global sports platforms critical for athletes’ development. This ensures the sufficient exposure of information to maximize long-term results.Strategy

Altitude ~~Soccer~~is ~~uses a~~focused ~~holistic~~on ~~and~~continued ~~comprehensive~~increase ~~approach~~in tovolume and ~~develop~~capture ~~talented~~rate ~~soccer~~in ~~athletes.~~its ~~The~~core ~~following~~tennis, ~~images~~golf, ~~help~~soccer, ~~illustrate~~and ~~various~~volleyball ~~components~~tuition ~~of Altitude~~operations. ~~Soccer’s~~The ~~offering~~Company hopes to ~~its~~be ~~students~~able ~~and~~to ~~their~~add ~~families.~~additional ~~Its~~categories of ~~main~~tuition ~~objective~~programming ~~ensures~~like ~~that~~basketball, ~~the~~lacrosse, ~~foundational~~etc. ~~components~~in ~~are geared towards developing~~ the ~~athletes’~~coming ~~learning skills and competitive competence~~years.

The addition of Altitude Online will allow for growth in our academic component with our distance learning offering to our customers. Through the acquisition of Rush Soccer, Altitude will implement added programs on the full-time, weekly, tournament, and regional soccer schools and transaction fees and member dues with growth.

Competitive Strengths

Our strengths reside in our 40-year management history, methodology and method of delivery, our ability to execute, our infrastructure and location, our price in the market, and the fact that we are founding pioneers in the sports academy industry.

BUSINESS

Overview

Altitude International Holdings, Inc., is a holding company comprised of multiple scalable related revenue streams that together create a vertically integrated high-performance sports, education, and technology group. We own and operate sports training and educational institutions, manufacture oxygen training chambers and manufacture atmospheric water generators. Our direct ownership of sports training and educational institutions positions us to directly benefit from our wellness initiatives contributing to best-in-class high-performance environments. 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 is in the process of planning and implementing its high-performance wellness center, Altitude Wellness, LLC, in its headquarters in Port Saint Lucie, Florida to serve as the reoccurring revenue model for Altitude’s chamber technology. The Company projects opening in late 2023 or 2024. 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, potentially adding new categories in sports, arts, and sciences in the coming years, pursuing a consolidation strategy within the soccer club system in the United States, and 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 operating subsidiaries.

Rush Soccer

On March 7, 2022, Altitude Soccer entered into a Management Consulting and License Agreement (the “RUSH Agreement”) with Soccer Partners America, a Colorado not-for-profit corporation (“RUSH Soccer”). Rush Soccer is a nationally competitive youth soccer club network that administers boys’ and girls’ teams internationally (the “RUSH Programs”) with proprietary training methodology, documentation, and materials (the “RUSH Material”), proprietary technologies and platforms (the “RUSH Technologies”), and a database of individuals (the “RUSH Database”). The Company issued 10,000,000 shares of common stock for the acquisition. According to Top Drawer Soccer, RUSH operates the world’s largest soccer organization with over 47,000 players across 142 local clubs. In its 25-year history, RUSH has helped propel over 91 athletes to the professional level.

Pursuant to the terms of the RUSH Agreement, CMAS agreed to administer, deliver, and develop the RUSH Programs for an initial term of 10 years, with further automatic renewals for two five-year terms. RUSH Soccer has granted CMAS an exclusive license to use the RUSH Soccer name, their logo, the RUSH Materials, and the RUSH Technologies in connection with the operation, marketing, and exploitation of full time, school semester, school year and short time weekly, junior, adult, professional and family, boarding and non-boarding soccer programs. In addition, RUSH Soccer’s long-term partnership with Capelli Sport, in which the company is the official uniform, retailer and fan gear supplier to RUSH Soccer, provides a complementary revenue stream for Altitude.

In connection with the RUSH Agreement, the Company has hired all of the employees of RUSH Soccer to manage the RUSH Programs. In addition, CMAS agreed to keep full and complete books of account and such other records reflecting the operations of the RUSH Programs and shall be responsible for all of the expenses related to the Rush Programs.

~~Industry~~Business ~~Operating~~Revenue ~~Environment~~Streams

~~Altitude Soccer~~We ~~specializes~~operate inacross ~~ensuring~~four ~~that~~revenue ~~all~~streams: ~~its~~(i) ~~students~~Owned ~~have~~Sports ~~access~~Tuition toProperties, ~~world-class~~(ii) ~~training,~~Academic ~~education,~~Tuition ~~facilities~~Properties, ~~and~~(iii) ~~coaching.~~Rush ~~Altitude~~ Soccer~~’s distinct education-and-training methodology carves out effective practice~~, ~~training,~~ and ~~academic regimens daily. This methodology~~ ~~ensures~~(iv) ~~young~~Sport ~~athletes~~Technology ~~reach their ultimate level of development and performance~~Properties. ~~Leadership~~Our ofrevenue ~~Altitude~~streams ~~Soccer~~are ~~has~~presented ~~advanced many~~in ~~of its athletes to play at~~ the ~~collegiate~~table level, and some go on to become professional athletes. The methodology also strongly emphasizes developing the individual’s learning skills, competitive competence, and academic development. Thus, Altitude Soccer provides a gateway for young, talented athletes to hone their athletic prowess, minds, and overall ability to succeed.below:

~~Competition~~We operate through the following wholly owned subsidiaries: Breunich Holding, Inc., a Delaware corporation (“BHI”), Altitude International, Inc., a Wisconsin corporation (“Altitude Chambers”), 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” or “Club Med 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 Learning”).

Altitude Soccer’s competitors include IMG Academy and Montverde.

Marketing and Customers

Altitude Soccer markets internationally to a target audience of young soccer players and their families through websites and social media channels, delivering in-person clinics in specific regions. In addition, Altitude Soccer has developed a referral system with various agents from around the world that recruits athletes, students, professional and college teams from Europe, Asia, North America and South America. Its target audience comprises boy and girls possessing the passion and drive to excel as collegiate and professional soccer players. Altitude Soccer’s training and education is offered to student-athletes from over 40 nations. Soccer in general in the United States has a well-developed club system. Altitude Soccer’s integrated school and training program is a perfect fit for clubs across America and provides a highly targeted growth opportunity.

Because Altitude Soccer offers training and education to student-athletes from around the world, Altitude Soccer provides support through its academic model in language and cultural awareness as students acclimate to Altitude Soccer’s unique environment. Altitude Soccer’s brand and reputation are synonymous with high achievement, family environment, and developing a well-rounded individual.

Principal Agreements Affecting Ordinary Business

None.

NVL Volleyball Academy LLC d/b/a Altitude Volleyball

~~Corporate~~Altitude ~~History~~Sports Tuition Properties

~~NVL~~Altitude ~~Volleyball~~sports ~~Academy~~properties ~~(“Altitude~~consist ~~Volleyball”)~~of ~~LLC~~Altitude ~~began~~Academies, ~~operations~~Altitude inVolleyball, ~~2014~~CMAS, and ~~is the beach volleyball and indoor volleyball tuition-based operation for Altitude Academies~~NMBA.

~~Nature~~Altitude Academies provides tennis, golf, soccer, beach volleyball, and indoor volleyball programs specializing in the training and education of ~~Operations~~young aspiring student-athletes from around the world, providing a pathway from elementary school to college to the professional ranks. The academies operate from the Sandpiper Bay Resort, providing a setting with infrastructure to deliver excellence in education and sports training. The facilities include 5 classrooms, lecture rooms, theaters, 4 indoor conference areas, outdoor pavilions, 28 rooms of housing, multiple dining facilities, a fitness center, an 18 hole golf course, a state-of-the-art 8-court beach volleyball facility, a driving range, multiple putting and chipping greens, 21 tennis courts, an artificial turf soccer field, a basketball court, 3 pools (one 5-lane and a 25-meter lap pool), theaters, marinas, spa, and more. Altitude Academies also operates a proprietary educational model that currently focuses on blending sports and academics.

Most athletes in this program, with a few exceptions, are from the USA and are women. There is a significant opportunity for college scholarships for attendees. The facilities include eight sand volleyball courts and an offsite indoor gym. Most students participate and compete in both beach and indoor volleyball, which in turn expands their scholarship opportunities. All programming is run similar to the other Altitude Academies disciplines. Students train for two morning hours, attend school for two morning hours, break for lunch, attend school for two afternoon hours, train for three afternoon hours, break for dinner, and attend school for two evening hours, respectively. Title 9 offers a lot of opportunity for women’s sports in college. All athletes receive some form of a scholarship to attend college, whether for sports or academics.

Industry Operating Environment

Athletes that hope to compete at top professional levels require extensive training and resources from a young age. It can be challenging for the families of those young athletes to find the right balance of high-level academics and consistent athletic training. Altitude Volleyball specializes in ensuring that all its students have access to world-class training, education, facilities, and coaching. Altitude Volleyball’s distinct education-and-training methodology carves out effective practice, training, and academic regimens daily. This methodology ensures young athletes reach their ultimate level of development and performance. Altitude Volleyball athletes advance to play at the collegiate level, and some go on to become professional athletes. The methodology also strongly emphasizes developing the individuals’ learning skills, competitive competence, and academic development. Thus, Altitude Volleyball provides a gateway for young, talented athletes to hone their athletic prowess, minds, and overall ability to succeed.

Operations

Altitude Volleyball’s learning model is provided in more detail in the following images. Altitude Volleyball offers both full-time and short-time programs to cater to young athletes with full access to its extensive facilities. Beyond training and academics, Altitude Volleyball also employs an Academy Life team to instill the holistic growth and development of all students. This ensures the athletes feel confident and secure in the safe, calm, friendly environment. Just as Altitude Academies provide competitive, comprehensive national and global sports platforms critical for athletes’ development, Altitude Volleyball does the same. This ensures the sufficient exposure of information to maximize long-term results.

Academic Tuition Properties

With more than 35 years in education, Altitude’s blended approach to education ensures those who participate receive an excellent education, have the opportunity to attend some of the finest universities in the United States, and become life-long learners with a keen interest in high achievement. The academy is a registered accredited educational brick-and-mortar school with traditional classroom instruction utilizing an accredited curriculum in the State of Florida. We currently operate a highly regimented and customized brick-and-mortar delivery with a very low student to teacher ratio of 6:1-8:1 as well as 20:1 lecture sessions. Each student attends class 5.5-6 hours per day Monday through Friday with no academic session Friday night. In addition, attendees study in their discipline of choice, utilizing onsite facilities, for 5 hours per day. Currently, education initiative has approximately 192 full-time students, with an average tuition rate of approximately $30,000 per student.

Altitude Online was established to support and address the global demand for distance learning. This is a natural extension of our existing brick-and-mortar academic operations. Through our Cognia™ Performance Accreditation by the Cognia Global Commission, Altitude Online is fully accredited school. The economics of an online distance school presents a significant potential opportunity. Now students from around the world will have the opportunity to earn an American high school diploma in their home countries while attending Altitude Online. The curriculum for both the regular and distance delivery is digital with built-in course sequencing, pacing, and student, and parent-teacher transparency. There are 60 languages incorporated with the platform, making it easy to onboard students from around the world. Altitude can support the destination student residing in Port Saint Lucie, Florida, as well as students in the United States or around the world.

Altitude Academies provides tennis, golf, soccer, beach volleyball, and indoor volleyball programs specializing in the training and education of young aspiring student-athletes from around the world, providing a pathway from elementary school to college to the professional ranks. Altitude Academies also operates a proprietary educational model that currently focuses on blending sports and academics.

The business model is scalable to other disciplines, i.e., the arts and science sectors. All disciplines offered at the academies are delivered under the same operational footprint. Altitude Academies is a tuition-based business that hosts boarding and non-boarding students from approximately 40 nations. The majority of attendees participate on a school year semester basis, residing with Altitude Academies 287-days out of the year. Students arrive in August and finish up in May in a given school year. Others who participate come to the academy weekly throughout the year. Tuition for the Altitude Academies programs range from approximately $51,000 (non-boarding) to approximately $67,000 (boarding) for each school year. Altitude alumni have received both academic and sports scholarships at all collegiate levels throughout the country.

~~Competition~~The programs are delivered by world-class directors and coaches and key administrated support is centrally supported with marketing, sales, and back-office support.

● Gabriel Jaramillo, an officer of Altitude ~~Volleyball’s~~ ~~competitors~~International ~~include~~Holdings, Inc., leads tennis. Mr. Jaramillo and Gregory Breunich, working alongside Nick Bollettieri, have a long-standing reputation for having assisted in the ~~local~~building ~~volleyball~~and ~~club~~development ~~network~~of many of the finest professional athletes ever to play the game of tennis (e.g., Agassi, Sampras, Kournikova, Sharapova, Seles, and ~~other~~the Williams sisters) in the world. ● Matthew Fields leads the golf program with an extensive background as the former head of the International Junior Golf Academy. Mr. Fields has assisted in the development of Morgan Hoffman, ShanShan Feng, Richy Werenski, and Stephanie Meadow. ● Piotr and Kaya Marciniak – both current AVP Professional Beach ~~Volleyball~~players ~~operators~~and ~~around~~former Poland Indoor National Team players. Mellissa Piazza is a former All-American in the ~~USA~~US Collegiate indoor volleyball circuit. These three individuals round out the team for Altitude’s volleyball offerings. ● Ferdinando De Mattheis a Soccer Hall of Fame Coach who has coached four teams in Italy and one team in the U.S., heads up our soccer operations.

15The programs follow a sport-specific methodology employing in-depth cyclical training plans covering all aspects of player development. All sports at the academies require a long-term outlook for building a sound and complete athlete. There are two groups and two shifts of training every morning and afternoon with academics alternated in the same manner. In the programs, there are full-time, short-time, junior, and professional regimens available, each focusing on the building process designed to ensure participants’ long-term success. Over the directors’ 40-year history, the program has placed thousands of kids into every national college division and trained and placed hundreds of athletes into the professional ranks.

Marketing and Customers

~~Altitude~~Our ~~Volleyball~~academies ~~markets~~market ~~mainly~~internationally ~~in the US and Canada~~ to a target audience of young soccer, volleyball, tennis and golf players and their families through ~~word of mouth,~~ websites and social media channels, ~~as well as~~ delivering in-person clinics in specific regions. ~~There~~Our ~~are~~academies ~~significant~~have ~~opportunities~~developed ~~in Europe,~~a ~~Caribbean,~~global ~~and~~agent ~~some~~network that ~~South~~refers ~~and~~athletes, ~~Central~~students, ~~American~~professional ~~countries~~and ~~too.~~college ~~Altitude~~teams ~~Volleyball~~from isEurope, ~~experiencing~~Asia, aNorth ~~pick-up~~America, ~~in its full time boarding~~ and ~~non-boarding~~South ~~programs~~America. ~~Volleyball~~Their ~~until~~target ~~recent~~audience comprises ~~years~~young ~~has~~individuals ~~generally~~possessing ~~been a local club operation. Altitude Volleyball’s focus is~~ the ~~female~~passion ~~volleyball~~and ~~player~~drive ~~looking~~ to ~~attend~~excel aas ~~boarding~~collegiate ~~school~~and ~~with~~professional ~~a strong competitive volleyball program~~athletes. ~~Altitude~~Because ~~Volleyball~~our academies ~~provides~~offer ~~both~~training ~~indoor~~ and ~~beach~~education ~~volleyball~~to –student-athletes afrom ~~broader~~around ~~market~~the ~~reach~~world, asthe ~~well~~academic asmodel ~~greater~~also ~~scholarship~~provides ~~opportunities~~support ~~for~~in ~~the~~language ~~individuals that attend. Altitude Volleyball’s leadership~~ and ~~coaching staff have competed at the highest level of competition both indoor~~cultural ~~and~~awareness onas ~~the~~students ~~beach.~~acclimate ~~They’ve~~to ~~played~~our ~~for~~unique ~~their national team, or as all Americans and professionals~~environment.

Because Altitude Volleyball offers training and education to student-athletes from around the world, Altitude Volleyball provides support through its academic model in language and cultural awareness as students acclimate to Altitude Volleyball’s unique environment. Altitude Volleyball’s brand and reputation is synonymous with high achievement, family environment, and developing a well-rounded individual.

Principal Agreements Affecting Ordinary Business

None.

North Miami Beach Academy LLC

~~Corporate~~NMBA ~~History~~was formed in Florida in February 2010. Through a bid process, the City of North Miami Beach awarded NMBA the right to operate a stand-alone academy at Judge Arthur Snyders Tennis Center. The bid process occurs every three to four years. The bid is currently underway for another term. In the event Altitude is not successful winning the re-bid, we have already taken precautions and moved the education component of the business and secured the tennis courts at Florida International University Bay Biscayne campus (“FIU”) in North Miami. The new relationship with FIU may prove to be a long-term academy operation for Altitude whether we win or lose the bid.

North Miami Beach Academy LLC was formed in February 2010. Through a bid process, the City of North Miami Beach awarded the right to operate a stand-alone park to North Miami Beach Academy (“NMBA”) in February 2017. The park is where world-famous Nick Bollettieri began his career. NMBA is a stand-alone tennis and academic academy and park operating separately from Altitude Academies and its affiliates. NMBA intends to work with the city of North Miami Beach to redevelop the park and build a boutique academy in Miami’s greater metropolitan area offering sports, arts, sciences, and academics.15

~~Nature~~NMBA is a unique academy operation in the heart of ~~Operations~~North Miami Beach. The market initiative targets a 20-minute radius around the Academy address. The location is very close to Aventura, Sunny Isles, and Bal Harbor. The demographics in this area have an extremely high culturally diverse draw and a broad array of wealthy customers. Word of mouth, websites, social media channels, and the high demographic local market deliver the traffic for this business. The business has significant margin opportunities on small revenue, low volume, and low cost. Public park relationships represent a significant growth opportunity for Altitude’s academy businesses.

NMBA is a local park operation with the City of North Miami Beach, providing junior, adult, and family programming for city residents. In addition to the local park deliverables, NMBA operates a non-boarding tennis and academic academy. NMBAAltitude’s ~~tuition currently costs~~ ~~$37,000~~Education ~~for~~Properties school and training. The academic academy offers K-12 education with an emphasis on college preparation and global blended learning. The academy focuses on creating a dynamic learning culture by combining the development of practical skills of the individual with the measurement of a competitive platform like tennis.

~~Industry~~Altitude’s ~~Operating~~education ~~Environment~~properties reside in Altitude Academies under the school name Club Med Academies, NMBA and Altitude Online Learning. Club Med Academies and Altitude Learning operate on-site at the Company’s headquarters in Port Saint Lucie, Florida and the NMBA Academy academic component operates on-site at Florida International University on the Bay Biscayne campus. All entities have Cognia™ Performance Accreditation by the Cognia Global Commission (“Cognia”). Cognia accreditation encompasses the NCA Commission on Accreditation and School Improvement, the Northwest Accreditation Commission, and the SAC’s Commission on Accreditation and School Improvement. Anywhere in the world where Altitude opens a school, it is accredited on day one upon opening.

~~Athletes~~Altitude ~~that~~Academies’ ~~hope~~learning tomodel ~~compete~~is ~~at top professional levels require extensive training and resources from~~ a ~~young~~proven ~~age.~~platform Itfocused ~~can~~on bedeveloping ~~challenging~~learning ~~for the~~skills, ~~families~~competitive ofcompetence, ~~those~~and ~~young~~social ~~athletes to find the right balance of high-level academics~~ and ~~consistent athletic training. NMBA~~cultural ~~provides a combined experience of a K-12 education as well as high-level training in tennis~~awareness. ~~NMBA~~The ~~specializes in ensuring that all its students have access to world~~multi-~~class~~block training, ~~education,~~delivery ~~facilities,~~system ~~and~~promotes ~~coaching.~~assimilation ~~NMBA’s distinct education-~~and~~-training methodology~~ ~~carves~~applied ~~out~~learning ~~effective~~accelerating ~~practice,~~progress ~~training~~amongst ~~and~~the ~~academic regimens daily. This methodology ensures young~~ student-athletes ~~reach their~~ ~~ultimate~~that ~~level of development and performance in tennis~~attend. The ~~methodology~~learning ~~also~~model ~~strongly~~is ~~emphasizes~~shown ~~developing~~in the ~~individuals’~~following ~~learning skills,~~image ~~competitive competence, and academic development~~below. ~~Thus, NMBA provides a gateway for young, talented athletes to hone their athletic prowess, minds, and overall ability to succeed.~~

Altitude Online, LLC was recently established in 2021 to support and address the global demand for distance learning. This is a natural extension of our existing brick-and-mortar academic operations. Through our Cognia™ Performance Accreditation by the Cognia Global Commission, Altitude Online Learning is fully accredited. The economics of an online distance school presents a significant potential opportunity. Now students from around the world will have the opportunity to earn an American diploma in their home countries while attending Altitude Online. The curriculum for both the regular and distance delivery is digital with built-in course sequencing, pacing, and student, and parent-teacher transparency. There are 60 languages incorporated with the platform making it easy to onboard students from around the world. Altitude can support the destination student residing in Port Saint Lucie, Florida, as well as students in the United States or around the world. Effectively the student-athlete will be able to receive and American diploma from onsite or internationally from Altitude’s educational offering.

~~Operations~~Altitude Technology Properties

~~NMBA~~Sport ~~offers~~Technology a fully accredited academic school from grades K through 12 as well as a tennis academy to its student population. With high-level instructors and an exclusive development contract with the City of North Miami Beach, NMBA focuses on training the next generation of athletes to find success in the classroom and on the tennis court. The program operates at Judge Arthur Snyder Tennis Center in North Miami Beach.Properties

Our Competitive Strengths

AWGs extract water from humid ambient air and render it potable, making it safe for drinking. Altitude Water uses its patented process to distinguish itself from the competition by not only providing potable water but adds the element of providing oxygenated water. Altitude Water can provide the benefits of oxygenated water. It allows for better absorption for the body’s cells based on osmosis through a sustainable product that can make water even in areas where it may not always be readily available. Thus, Altitude Water operates within the pure water generation industry as well as the oxygenated water industry, carving out a unique niche product market for customers. The competitive advantage of Altitude Water’s patented ozone purification process is that it keeps the water and the system free from contaminants. Altitude Water’s process is also green, sustainable, and lowers the carbon footprint. Altitude Water offers several levels of its AWGs at various price points, enabling it to target a larger variety of potential customers.

Competition

~~NMBA’s~~In ~~competitors~~our ~~include~~water purification segment, we face competition from other ~~Miami~~companies, ~~local~~such ~~city~~as Genaq, Watergen USA, SunToWater Technologies, and ~~private~~Synergy Science. ~~school~~The ~~programs~~Company believes that there is a high barrier for entry and will require capital. The Company believes it can compete with these other companies due to the experience of our team and the EnviroGuard™ utility patented process introducing ozone into the water cycle. This patented process sets the Company apart from its competitors.

Marketing and Customers

~~NMBA~~Altitude isWater atargets ~~unique~~consumers ~~academy~~who ~~operation~~have ina ~~the~~need ~~heart~~for ofpure ~~North~~drinking ~~Miami~~water ~~Beach.~~and ~~The~~do ~~market~~not ~~initiative~~want ~~targets~~to arely ~~20-minute~~on ~~radius~~bottled ~~around~~water ~~the~~due ~~Academy~~to storage problems and ~~address~~environmental issues with plastic bottles. The ~~location~~market isfor ~~very~~the ~~close~~smaller toTrident ~~Adventura,~~12 ~~Sunny~~model ~~Isles~~is residential and ~~Bal~~offices ~~Harbor~~that have the traditional 5-gallon dispenser with bottled water. ~~The~~For ~~demographics~~the incommercial ~~this~~units ~~area~~(T-100 ~~have~~and anT-200), ~~extremely~~the ~~high~~customers ~~culturally diverse~~need ~~draw~~to overcome supply chain and logistical issues to have a ~~broad~~reliable ~~array~~source of ~~wealthy~~pure ~~customers.~~drinking ~~Word~~water ofsuch ~~mouth,~~as ~~websites,~~the ~~social~~United ~~media~~States ~~channels~~Armed Forces and humanitarian relief organizations. The patented process within the ~~high~~AWGs ~~demographic~~appeals ~~local~~to ~~market deliver~~forward-thinking, environmentally conscious clients, due to the ~~traffic~~purity ~~for~~of ~~this~~the ~~business.~~water ~~The~~as well ~~business~~as ~~has~~the ~~significant~~ability ~~margin~~for ~~opportunity~~ozonated onwater ~~small~~to ~~revenue,~~cleanse ~~low~~bacteria ~~volume,~~from ~~low~~the ~~cost.~~tubing ~~Public park~~that ~~relationships~~traditional ~~represent~~methods asuch ~~significant~~as ~~growth~~UV ~~opportunity~~lights ~~for~~and ~~Altitude’s~~reverse ~~academy~~osmosis filtration ~~businesses~~are unable to address.

Principal Agreements Affecting Ordinary Business

The agreement with the City of North Miami Beach and the bid process every 3-4 years.

Trident Water, LLC dba Altitude Water

Corporate History

Trident Water, LLC (“Altitude Water”) was founded in the summer of 2019, and we believe it is positioned to take a prominent position in the marketplace.

In June 2021, Altitude Water acquired Patent No. 7272947 to protect its intellectual property regarding ozone purification in Atmospheric Water Generators. Prior to that, Altitude Water operated under a licensing agreement.

Nature of Operations

Altitude Water manufactures Atmospheric Water Generators (“AWGs”). They range from smaller residential, light commercial, and heavy-duty military-grade machines. The machines supply up to 12, 100, and 200 gallons of water per day. AWGs produce pure water through the condensation process. The competitive advantage of Altitude Water’s patented ozone purification process is that it keeps the water and the system free from contaminants. The water is then put through filters replenishing the calcium and magnesium minerals to make what we believe is the finest drinking water on the market today. The patented EnviroGuard™ (Ozone Generator) purification process assists the natural water cycle by infusing Ozone into the water produced from the air’s humidity. After approximately 20 minutes, the Ozone (O3) then reverts into oxygen (O2), adding additional oxygen into every glass of water. In the final step, the process adds the minerals calcium and magnesium to raise the pH (7.6 to 8.1 on average) and provides a great taste. Altitude Water’s process is green, sustainable, and lowers the carbon footprint. Through a third-party, our water machines are currently being used by many branches of the United States military (“Military”) as part of the Military’s exploratory program with atmospheric water generation. Other noted industry sectors in need of quality water solutions are targets of Altitude Water such as humanitarian organizations, NGOs, FEMA, and sustainable real estate development.

Altitude ~~Water~~Chambers: ~~has~~Climate-Controlled made significant strides with their manufacturing, assembly, and production capabilities. The relationship with our sales arm, RussKapp has proven productive with the military, with multiple sales, including sales to the US Marines, US Army, US Navy and the US Space Force. RussKapp has also made purchases of Altitude machines that are going in regional government facilities. Rooms

Altitude Chambers ~~Water~~specializes ~~offers~~in creating uniquely engineered, membrane-based designs for simulated altitude training environments. Altitude Chambers ~~several~~entered ~~levels~~into ofan ~~its~~exclusive, ~~AWGs~~perpetual atlicensing ~~various~~agreement ~~price~~with ~~points~~Sporting Edge UK Ltd., ~~enabling~~Inc. it(“Sporting toEdge ~~target~~UK”), a ~~larger~~UK ~~variety~~company, which ofgranted ~~potential~~Altitude ~~customers~~International, Inc. ~~The~~a ~~largest~~license ~~output machine~~and isaccess ~~functional~~to ~~for~~Sporting ~~large~~Edge’s ~~entities~~intellectual property and ~~institutions,~~proprietary ~~whereas~~technology related ~~the~~to ~~smallest~~properly ~~output~~engineered, ~~model~~membrane-based isdesigns ~~suited~~ for asimulated ~~small~~altitude ~~commercial~~training ~~or residential environment~~equipment. The ~~variety~~product ofline ~~products~~ranges ~~with~~from ~~the~~personal at-home ~~same~~use ~~patented~~machines ~~process~~to infully ~~each~~integrated ofenvironmental ~~them~~rooms ~~allows~~and chambers. Altitude ~~Water~~has the licensing rights to ~~create~~use aall ~~varied~~technology ~~customer~~to ~~base~~manufacture the products and to ~~effectively~~sell ~~market~~them to(directly ~~more~~or ~~entities~~through distributors) in North, Central, and ~~interested~~South ~~parties~~America. The manufacturing of the environmental rooms and chambers takes place in the United States.

Industry Operating Environment

There are three unique elements to our systems:

●	Sophisticated touch screen control systems capable of integrating the control of simulated altitude, temperature and humidity.

●	A unique design of air separation unit with only a single active part that provides for ultra-reliable operation and a design life of greater than fifteen years.

●	Proven training protocols that allow the desired training benefits to be achieved.

The impact of COVID-19 stalled most sports activities, including closures and no season, for much of 2020 and 2021. However, in recent months, the Company has experienced a renewed interest in the university, college, military, and therapy sectors and professional sports teams.

Our Competitive Strengths

We believe the industry operating environment is ready for our simulated altitude training environments. The blended business approach that Altitude has adopted has substantiated our climate-controlled rooms in the marketplace through education and applied use of our systems and protocols. In the academies’ operations alone, participants attend from 40 nations around the world. Professional athletes and professional teams utilize the facilities from Europe, South America, and Asia.

Competition

~~Altitude~~Currently, ~~Water’s~~membrane-based ~~competitors~~technology ~~include~~is ~~Genaq~~not being well used in the United States. In North America, ~~Watergen~~there ~~USA~~exist some companies that provide altitude training masks, ~~SunToWater~~but ~~Technologies~~the equipment is on a much smaller scale, intended for personal use. This type of equipment employs PSA technology, which has reliability issues and ~~Synergy~~a ~~Science~~restricted altitude capacity. There have been recent climate-controlled chamber successes in therapy and rehab environments. While used in the United States and North America, much of the membrane-based technology reflects continued use on a more personal basis. Our competitors include companies such as Ace Cleaning Systems and ClarityFresh.

Marketing and Customers

~~Altitude~~We ~~Water~~plan ~~targets consumers have a need for pure drinking water and do not want~~ to ~~rely~~market ~~on bottled water due~~ to ~~storage~~franchise, ~~problems~~college, ~~and~~military ~~environmental issues with the plastic bottles. The market for the smaller Trident 12 model is residential~~ and ~~offices~~therapy ~~that~~institutions ~~have~~interested ~~the~~in ~~traditional~~installing 5climate-~~gallon~~controlled ~~dispenser~~chambers ~~with~~in ~~bottled~~their performance ~~water~~facilities. ~~For the~~Our ~~commercial~~outreach ~~units~~utilizes (Tfar-~~100~~reaching ~~and~~relational ~~T-200),~~capital ~~the customers need to overcome supply chain and logistical issues to have a reliable source of pure drinking water such~~ as the ~~United~~point ~~States~~of ~~Armed~~entry ~~Forces~~for ~~and~~prospective ~~humanitarian relief organizations~~targets. ~~The~~Our ~~patented process within the AWGs~~products ~~appeals~~and toservices ~~forward-thinking~~support junior, ~~environmentally conscious clients~~adult, ~~due to the purity of the water as well as the ability for ozonated water to cleanse bacteria from the tubing that traditional methods such as UV lights~~ and ~~reverse~~professional ~~osmosis filtration are unable to address~~individuals.

~~Six~~Altitude’s ~~Log~~second ~~Cleaning~~demonstration &facility ~~Sanitizing~~to ~~LLC~~be installed and used at Altitude Academies will serve as headquarters.

~~Corporate~~Our ~~History~~Wellness Offerings

~~Six~~Altitude ~~Log~~Wellness ~~Cleaning~~will &focus ~~Sanitizing~~on ~~(“SLCS”)~~helping ~~was~~its ~~formed~~future inmembers ~~2020~~reach totheir ~~operate~~individual ~~the~~health ~~former~~goals ~~operations~~by ~~and~~offering ~~technology~~various ~~used~~experiences bythat enhance the ~~Big~~way ~~Russ~~members ~~Cleaning~~look and feel. ~~During~~Multiple ~~COVID-19~~modalities ranging from altitude chambers, ~~Six~~cryo ~~Log~~chambers, ~~performed~~ozone ~~weekly~~chamber, ~~fogging~~red light therapy, IV therapy, infrared sauna, and ~~sanitizing~~neuro ~~services~~feedback ~~for~~are ~~CMA~~just a few of the treatments that will be available.

~~Nature~~The highly trained staff will include nurses, dietitians, trainers, therapists, and health specialists. Each will know the patient by name and be familiar with their profile, which will be completed on the Altitude App and available to the experience specialists upon each check-in. As of ~~Operations~~December 31, 2022, Altitude Wellness was not operating but projects being in operation in late 2023 or 2024.

~~SLCS~~Altitude ~~provides~~Wellness’s abusiness ~~wide~~intends ~~variety of services~~ to ~~its~~operate ~~corporate~~in ~~customers,~~3 ~~including~~different ~~but~~revenue not limited to general office cleaning, carpet cleaning, window cleaning, and other janitorial protocols. Fogging to prevent and protect against exposure to various bacteria, fungi, and viruses is another SLCS offering. SLCS carries numerous products for sanitizing using an electrostatic fogger to protect offices and their employees for an extended period depending on the client’s needs.streams:

~~Industry Operating~~1. ~~Environment~~Membership: 300-400 members paying a monthly fee of $350 per person on average. With a firm commitment to a limited number of members, this will cause a sense of urgency and create a fear of missing out. This membership model and token-based platform is different from any other franchise on the market today. It will allow the franchise owner to know their minimum monthly revenue and budget expenses accordingly. The projections also call out for additional spending of members over and above the monthly membership cost. Corporate and group discounts of 5 or more will also help dramatically in the sales of memberships.

SLCS operates within the commercial cleaning industry and offers high-end cleaning services. Its current contract with H&R Block stores showcases its ability to navigate a large contract and makes it marketable as a scalable service. Additionally, its inclusion of fogging is a unique and important offering in the current climate surrounding the COVID-19 virus and the heightened disinfecting and cleaning standards of many businesses.

Services

SLCS uses high-quality cleaning and disinfecting products to conduct a thorough and effective service throughout a commercial space. The service values a high attention to detail, evident in its inclusion of fogging in its services to create long-term protection and disinfection on high contact surfaces and offices. SLCS is also evaluating certain air purification systems using ozone to combat the potential COVID virus for its customers.

Competition

SLCS’s competitors include Ace Cleaning Systems and ClarityFresh.

Marketing and Customers

SLCS focuses on customers that would issue larger contracts, such as H&R Block, wherein SLCS is able to clean multiple commercial locations and build a relationship with the customer by showing high-level cleaning performance at each location.

~~Altitude Wellness~~2. ~~LLC~~Private Pay, Medical Pay and Corporate: This will include walk in business and daily rental of entire facility to corporations for their staff.

~~Corporate History~~3. Franchise: Altitude Wellness will franchise the concept to other locations around the country. A franchise company is currently engaged for proper set up and lead generation. Altitude Wellness franchise fee will be $40,000 plus 5% of gross plus an additional advertising fee. All fees and costs as well as scheduling of equipment will be coordinated through the Altitude App, which will hold the franchisee accountable for proper fees.

~~Altitude~~Our ~~Wellness~~Competitive ~~LLC (“Altitude Wellness”) was formed in 2021.~~Strengths

~~Nature~~One of ~~Operations~~the largest burdens our competitors carry are their build-out burden costs. To combat this, Altitude Wellness will use existing medical centers, such as our first location projected for 2022 in Sugar Land, Texas, in the range of 4,000+ square feet with approximately 10 separate offices. For the Sugar Land, Texas location, a lease is utilized. Future expansion will be dependent on the location and the situation. This will dramatically reduce costs for build out and execution. For location and start up projections, we used traditional averages of build out and office equipment. The executive team will use their relationships, construction knowledge, design expertise and smart buying power to make sure costs are held to a minimum with an outstanding product for the best pricing on look and all the equipment.

Altitude Wellness will focus on helping its future members reach their individual health goals by offering various experiences that enhance the way you look and feel. Multiple modalities ranging from altitude chambers, cryo chambers, ozone chamber, red light therapy, IV therapy, infrared sauna, and neuro feedback are just a few of the treatments that will be available. From warm and chilled eucalyptus towels when you arrive to fresh juices and healthy snacks, all is vital to the experience. The highly trained staff will include nurses, dietitians, trainers, therapists, and health specialists. Each will know the patient by name and be familiar with their profile, which will be completed on the app and available to the Experience Specialists upon each check-in. As of December 31, 2021, Altitude Wellness was not operating but anticipates being in operation in 2022.

Industry Operating Environment

One of the largest burdens our competitors carry are their build-out burden costs. To combat this, Altitude Wellness will use medical centers, such as our first location projected for 2022 in Sugar Land, Texas, in the range of 4,000+ square feet with approximately 10 separate offices. This will dramatically reduce costs for build out and execution. For location and start up projections, we used traditional averages of build out and office equipment. The executive team will use their relationships, construction knowledge, design expertise and smart buying power to make sure costs are held to a minimum with an outstanding product for the best pricing on look and all the equipment.

The value of using existing medical offices is that many are available due to the shift in demand for in-house patient contact. Parking is traditionally sufficient, locations are typically excellent, and the power and access for equipment lend itself for a perfect Altitude franchise. Target timing will be 90 days from lease signing to open for business.

Services

Altitude Wellness of the overall business will be done in 3 different revenue streams. 1. Membership Model: 300-400 members paying a monthly fee of $350 per person on average. With a firm commitment to a limited number of members, this will cause a sense of urgency and create a fear of missing out. This membership model and token-based platform is different from any other franchise on the market today. It will allow the franchise owner to know their minimum monthly revenue and budget expenses accordingly. The projections also call out for additional spending of members over and above the monthly membership cost. Corporate and group discounts of 5 or more will also help dramatically in the sales of memberships. 2. Private Pay and Corporate Model: This will include walk in business and daily rental of entire facility to corporations for their staff. 3. Franchise Model: Altitude Wellness will franchise the concept to other locations around the country. A franchise company is currently engaged for proper set up and lead generation. Altitude Wellness franchise fee will be $40,000 plus 5% of gross plus an additional advertising fee. All fees and costs as well as scheduling of equipment will be coordinated through the Altitude App, which will hold the franchisee accountable for proper fees.

Competition

~~Altitude~~In ~~Wellness~~our ~~has~~wellness ~~researched~~revenue ~~competitors~~stream, inwe ~~the~~face ~~market~~competition from companies such as The Drip Bar, Three Degrees Infrared Light Therapy, Chill Rx Cryotherapy, and Stretch Zone, to name a few. Restore Hyper Wellness is the industry leader with similar modalities, and their expansion and growth are impressive. The Restore plan is to have over 500 franchises by 2024. With over $200 billion a year spent in wellness related procedures; this industry is ready for a new leader. Altitude Wellness will be positioned to be the new leader and disrupter to the wellness ~~industry--~~ industry – shifting how we approach wellness from reactive to proactive.

Marketing and Customers

Altitude Wellness unique membership program allows for flexibility in outreach and awareness. By developing a marketing program focusing on influencers and celebrity types, ~~Altitude~~we ~~will~~intend to achieve low-cost marketing and target members of like-minded individuals. Each outreach membership will vary between the Silver, Gold, and Platinum membership--, based on the success of the personality. Altitude will also have the ~~ability~~ ability to donate monthly memberships to many local organizations. ~~The~~Marketing ~~cost~~and ofadvertising ~~donating~~will abe ~~$250~~done ~~membership~~on isa ~~already~~very ~~built~~specific ~~into~~target ~~our~~and ~~daily~~demographic ~~expenses~~of the area. ~~Accordingly~~Through Instagram and Facebook advertisements, wea ~~can~~local ~~donate~~campaign per location will be established. Altitude Wellness will also use local advertising, influencers, celebrities as ~~many~~well as 10chamber lists and relationships with corporations to secure memberships. Altitude aWellness ~~month~~intends ~~without~~to itutilize ~~affecting~~the wellness center for “renting” to local businesses for their employees, in blocks of time. The wellness center will also be “donated” to people in the ~~business~~community such as first responders, ~~some~~schoolteachers, victims ~~restrictions~~of domestic violence and other organizations within the community to help “heal” people who may ~~apply~~not have the means and resources to utilize our facility.

~~Research~~Corporate has shown that the slowest day of the week is Tuesday. The intent is to utilize the wellness center for “renting” to local businesses for their employees done in blocks of time. Altitude will also donate the center to people in the community such as first responders, schoolteachers, victims of domestic violence and other organizations within the community to help “heal” people who may not have the means and resources to utilize our facility. The costs associated with employee wages and equipment are already built out in the cost analysis.History

~~Marketing~~The ~~and~~Company ~~advertising~~was ~~will~~incorporated bein ~~done~~the onState ~~a very specific target and demographic~~ of ~~the~~New ~~area.~~York ~~Through~~on ~~Instagram~~July ~~and~~13, ~~Facebook ads~~1994, aas ~~local~~“Titan ~~campaign per~~Computer ~~location~~Services, ~~will be established~~Inc.” ~~Altitude~~It ~~will~~subsequently ~~also~~changed its ~~use~~name ~~local~~to ~~advertising,~~Altitude ~~influencers~~International, ~~celebrities~~Inc. ~~as well as chamber lists~~ and ~~relationships with~~now ~~corporations~~ to ~~secure~~Altitude ~~memberships~~International Holdings, Inc.

~~Altitude~~Breunich ~~Online~~Holding, ~~Learning~~Inc., ~~LLC~~a Delaware corporation, was incorporated on August 3, 2020.

Altitude ~~Online~~International, ~~Learning LLC was recently established in 2021 to support and address the global demand in distance learning~~Inc., ~~This is~~ a ~~natural extension~~Wisconsin ~~to our existing brick-and-mortar academic operations. Through our~~ corporation ~~system status~~, ~~Altitude~~was ~~Online~~formed Learning is fully accredited. The economics of an online distance school presents significant potential opportunity. Now students from around the world will have the opportunity to earn an American diploma in ~~their~~May ~~home countries while attending Altitude Online Learning~~2017.

~~Impact~~ITA-USA Enterprise, ofLLC ~~COVID-19~~(dba ~~Pandemic~~Altitude Academies), a Florida limited liability company, was formed in February 2010.

In response to the COVID-19 pandemic, during 2020 and continuing in 2021, the Company established policies and protocols to address safety considerations. The extent to which the COVID-19 pandemic will continue to affect the Company’s business, financial condition, liquidity and the Company’s operating results will depend on future developments, which are highly uncertain and cannot be predicted.20

~~Government~~CMA Soccer, ~~Regulation~~LLC (dba Altitude Soccer), a Florida limited liability company, was formed in November 2015.

~~We are subject to local and international laws and~~NVL ~~regulations~~Academy, ~~that~~LLC ~~relate~~(dba ~~directly~~Altitude orVolleyball), ~~indirectly~~a toFlorida ~~our~~limited ~~operations.~~liability Wecompany, ~~are~~was ~~also~~formed ~~subject~~in toJune ~~common~~2014 ~~business~~ and ~~tax~~is ~~rules and regulations pertaining to~~ the ~~operation~~beach ofvolleyball ~~our business. However, to our knowledge, there are no laws or regulations specifically directed to our~~and ~~industry~~indoor ~~and~~volleyball ~~proposed~~tuition-based ~~business~~operation ~~activities.~~for ~~While~~Altitude ~~general laws about privacy are applicable, we only incorporate publicly available data in our databases~~Academies.

~~Employees~~North Miami Beach Academy LLC, a Florida limited liability company, was formed in February 2017. Through a bid process, the City of North Miami Beach awarded the right to operate a stand-alone park to NMBA in February 2017. NMBA is a stand-alone tennis and academic academy and park operating separately from Altitude Academies and its affiliates.

WeTrident ~~currently~~Water, ~~have~~LLC ~~fifty~~(dba ~~full-time~~Altitude ~~employees~~Water), ~~and~~a ~~thirteen~~Florida ~~part-time~~limited ~~employees~~liability company, was formed in August 2019.

Altitude Wellness, LLC, a Florida limited liability company, was formed in June 2021.

Altitude Online, LLC, a Florida limited liability company, was formed in November 2021.

Altitude Sports Management Corp., a Wisconsin corporation, was formed in April 2020.

On June 27, 2017, the Company entered into a Share Exchange Agreement (the “2017 Share Exchange”) with Altitude International, Inc. Pursuant to the terms of the 2017 Share Exchange, the Company agreed to issue 6,102,000 shares of its common stock to the individual shareholders of Altitude on a pro rata basis in exchange for receive 100% of the shares of Altitude. Following the 2017 Share Exchange, Altitude became a wholly owned subsidiary of the Company.

On February 13, 2018, the majority of the shareholders of the Company approved the amendment to the Articles of Incorporation to change the Company’s name from “Titan Computer Services, Inc.” to “Altitude International, Inc.” The purpose of the name change was to help further our brand identity reflect the major focus of our business operations, the manufacturing and distribution of products in the athletic training industry, specifically altitude training. On February 14, 2020, the majority of shareholders of the Company and the Board authorized a change in the Company’s name to “Altitude International Holdings, Inc.” to reflect more diversified operations going forward. On August 21, 2020, the name change was effected with the State of New York.

On February 10, 2021, The Company filed with the State of New York to increase the authorized shares of Common Stock of the Company to 600,000,000 shares.

On July 6, 2021, the Company entered into a Share Exchange Agreement (the “2021 Share Exchange Agreement”) with BHI, and the stockholders of BHI. BHI is a holding company with seven operating LLCs, including CMA Soccer, LLC, ITA-USA Enterprise LLC, Trident Water, LLC, North Miami Beach Academy LLC, NVL Academy, LLC, Six Log Cleaning & Sanitizing LLC, and Altitude Wellness, LLC. Pursuant to the terms of the 2021 Share Exchange Agreement, the Company agreed to issue 295,986,724 shares of its common stock to the stockholders of BHI in exchange for 100% ownership of BHI. The Company also agreed to issue 51 shares of its Series A Preferred Stock to Gregory Breunich as part of the 2021 Share Exchange Agreement. At the closing of the 2021 Share Exchange Agreement on July 23, 2021, Altitude acquired 100% ownership of BHI as a wholly owned subsidiary and all of its operating companies. BHI is now operating as a wholly owned subsidiary of the Company.

On July 26, 2022, the Company formed Altitude Hospitality LLC which was formed for the operations of the hotel resort leased on September 2, 2022. On March 6, 2023, the Company assigned Altitude Hospitality to FVP Servicing, LLC’s designee as part of a Settlement Agreement.

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.

Intellectual Property

The Company’s license to Sporting Edge’s intellectual property is exclusive and is perpetual, with termination by Sporting Edge UK only upon uncured, material breach which includes non-payment of license fee in the amount of $1.00 per year. The annual license fee under the revised Sporting Edge License Agreement has been prepaid through 2032 as acknowledged by Sporting Edge.

As of March 7, 2022, Altitude Soccer entered into a Management Consulting and License Agreement with Soccer Partners America, a Colorado not-for-profit corporation (“RUSH Soccer”) with proprietary training methodology, documentation, and materials, proprietary technologies and platforms, and a database of individuals. RUSH Soccer has granted CMAS an exclusive license to use the RUSH Soccer name, their logo, the RUSH Materials, and the RUSH Technologies in connection with the operation, marketing and exploitation of full time, school semester, school year and short time weekly, junior, adult, professional and family, boarding and non-boarding soccer programs.

Properties

Currently, the Company operates from a property located at 4500 SE Pine Valley Street, Port Saint Lucie, FL 34952. The Company does not currently have a lease for use of the property and is paying $150,000 per month for use of the property based on an oral agreement with FVP.

Seasonality

Full time academy business operates on a full-time basis twelve months a year, typical to a school operation. Sports training is a year-round program. Chamber sales is typically in the offseason but as sports programs are year-round, dependent on the sport, there is no seasonality.

Employees and Human Capital

We currently have a total of ninety-seven employees, consisting of seventy full-time employees and twenty-seven part-time employees.

Human capital management is critical to our ongoing business success, which requires investing in our people. Our aim is to create a highly engaged and motivated workforce where employees are inspired by leadership, engaged in purpose-driven, meaningful work and have opportunities for growth and development. We are committed to creating and maintaining a work environment in which employees are treated with respect and dignity. We value our diverse employees and provide career and professional development opportunities that foster the success of our company. An effective approach to human capital management requires that we invest in talent, development, culture and employee engagement. We aim to create an environment where our employees are encouraged to make positive contributions and fulfill their potential. We emphasize our core values of innovation, encouragement, motivation, and curiosity with our employees to instill our culture and create an environment of growth and positivity.

ITEM 1A. Risk Factors

As we are a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information under this item; however, we believe this information may be of value to our shareholders for this filing. We reserve the right not to provide risk factors in our future filings. Our primary risk factors and other considerations include:

RISK FACTORS

You should carefully consider the risks described below before investing in our securities. Additional risks not presently known to us or that our management currently deems immaterial also may impair our business operations. If any of the risks described below were to occur, our business, financial condition, operating results, and cash flows could be materially adversely affected. In such an event, the trading price of our common stock could decline, and you could lose all or part of your investment. In assessing these risks, you should also refer to the other information contained in this prospectus, including our consolidated financial statements and related notes. The risks discussed below include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements.

Risks ~~Relating~~Related to Our ~~Business and Industry~~Company

An occurrence of an uncontrollable event such as the COVID-19 pandemic may negatively affect our operations.

The occurrence of an uncontrollable event such as the COVID-19 pandemic may negatively affect our operations. A pandemic typically results in social distancing, travel bans and quarantine, and this may limit access to our facilities, customers, management, support staff and professional advisors. These factors, in turn, may not only impact our operations, financial condition and demand for our goods and services but our overall ability to react timely to mitigate the impact of this event. Also, it may hamper our efforts to comply with our filing obligations with the Securities and Exchange Commission (“SEC”).

All academies depend heavily on student and parent buy-in to our teaching and training styles, methods, and facilities, and a lack of interest could jeopardize our revenue and success model.

We are fully reliant on the trust of students and their families to attend our academies, both Altitude Academies and NMBA, in order to better succeed with their athletic and academic careers. However, we follow a strict training and educational schedule to create success. If potential families and their student athletes do not see the value in our academies and our methods, they may not attend our school and we may suffer enrollment shortages, ultimately impacting our revenues and profitability. While we cater to the highest levels of athletes and have had a history of success with our programming and goals, this is still a possibility and a risk consistent with any specialized schooling program.

Our academies require diligent teachers, faculty, trainers, and coaches in order for our student athletes to succeed, and our inability to retain or hire qualified, top-level staff may impact our ability to be successful.

Altitude Academies and NMBA employ a variety of faculty and staff to keep our facilities running and successful. We pride ourselves on having high quality instructors both in the academic classroom and on the athletic training fields to build our student athletes into high performers in all settings. However, a variety of factors may cause our current staff to leave our academies and pursue other opportunities, which we may or may not have control over. It is also a possibility that we may be unable to attract the most qualified, successful candidates to openings at our academies, which may cause staffing issues and reduce student success. While we do everything in our power to create competitive salaries and benefits offerings, a positive workplace environment, and other perks, this is a risk with any specialized schooling program.

Our academies are based in Florida, which can experience various severe weather patterns and natural disasters, possibly placing our facilities at risk of damage or destruction.

Each year, Florida faces different types of weather storms and the volatility of each varies. Our academies have been built to sustain this type of weather to ensure minimal amount of damage but given Florida’s geographical location in line of hurricanes and other possible natural disasters, this is a risk unique to our academies. Any damage or destruction of our facilities, including but not limited to training fields and equipment, could create unexpected time and financial expenditures that would impact our revenues and operating results.

The current climate around school safety is of the utmost importance to us, but if we cannot maintain or prevent various safety issues from occurring, this may impact our revenues and success in retaining student athletes.

Our academies and facilities take various precautions to encourage the mental health and safety of all our students and faculty. However, the national climate around school safety is challenging at the current moment. While we do everything in our power to ensure the safety, care, and protection of our students, faculty, and facilities, an incident that impacts this safety may create unexpected impacts on our operations and share prices.

North Miami Beach Academy’s plans for development with the city of North Miami Beach may fall through, and this may jeopardize or reduce our ability to expand our programs and facilities.

Our current plans to develop more facilities and training areas for tennis in coordination with the City of North Miami Beach may fall through, despite our best efforts to ensure that does not happen. Any number of factors could contribute to delays, adjustments, or cancellations in our plans, including but not limited to, zoning issues, permits, lack of interest, or changes in funds. If our plans for development were to face delays, changes, or stops, this may create an impact on our brand reputation and relationships.

The popularity of the sports we offer training in at our academies may vary in popularity and interest among young athletes, which may cause our student retention or enrollment to fluctuate or impact our students’ abilities to earn scholarships.

Our academies train future athletes in tennis, soccer, golf, and volleyball, and we hope to increase our success over time by continuing to develop the best athletes and facilities, furthering our brand reputation. However, the popularity and interest in these particular sports may decrease, and while we do not see this as a particularly strong possibility, it nonetheless could impact our revenues and student retention or acceptance.

If we cannot successfully market our academies, products, and services, our revenue may decrease and impact our business successes.

Our brands rely heavily on positive recognition and successful marketing campaigns. While we employ the best possible teams of staff to take on our marketing efforts and present our products, services, and academies with honesty and positivity, other influences may jeopardize our marketing efforts. This may impact our financial earnings and future solvency.

Our revenues and profitability can fluctuate from period to period and are often difficult to predict due to factors beyond our control.

Our results of operations in any particular period may not be indicative of results to be expected in future periods, and have historically been, and are expected to continue to be, subject to periodic fluctuations arising from a number of factors, including:

● Introduction and market acceptance of new products and sales trends affecting specific existing products; ● Variations in product selling prices and costs and the mix of products sold; ● Size and timing of retail customer orders, which, in turn, often depend upon the success of our customers’ businesses or specific products; ● Changes in the market conditions for consumer fitness equipment; ● Changes in macroeconomic factors; ● Availability of consumer credit; ● Timing and availability of products coming from our offshore contract manufacturing suppliers; ● Seasonality of markets, which vary from quarter-to-quarter and are influenced by outside factors such as overall consumer confidence and the availability and cost of television advertising time; ● Effectiveness of our media and advertising programs; ● Customer consolidation in our retail segment, or the bankruptcy of any of our larger retail customers; ● Restructuring charges; ● Goodwill and other intangible asset impairment charges; and ● Legal and contract settlement charges.

●These trends ~~Variations~~and infactors ~~product~~could ~~selling~~adversely ~~prices~~affect ~~and~~our ~~costs~~business, operating results, financial position and ~~the~~cash ~~mix~~flows ofin ~~products~~any ~~sold;~~particular period.

● Size and timing of customers’ orders, which, in turn, often depend upon the success of our customers’ businesses or specific products;

●There ~~Changes~~are invarious ~~the~~default clauses ~~market~~in ~~conditions~~our ~~for~~agreements ~~specialized~~with ~~athletic academic training, water equipment, and cleaning services;~~lenders.

●As ~~Changes~~part inof ~~macroeconomic~~the ~~factors;~~new loan agreement we entered into with FVP Servicing LLC as administrative agent for certain lenders on March 6, 2023, we agreed to specific default provisions and various potential situations that could trigger a default which could jeopardize the Company’s operations thereby potentially reducing the value of the Company.

●We ~~Availability~~have ofsubstantial financial ~~consumer credit;~~leverage.

●Historically, ~~Timing~~we have incurred debt for acquisitions and ~~availability~~to offund ~~products~~our ~~coming~~renovation, ~~from~~redevelopment, ~~any~~and ~~offshore~~rebranding ~~contract~~programs. ~~manufacturing~~Limitations ~~suppliers;~~upon our access to additional debt could adversely affect our ability to fund these programs or grow our businesses in the future.

●Our financial ~~Seasonality~~leverage ofcould ~~markets,~~negatively ~~which~~affect ~~vary~~our ~~from~~business ~~quarter-to-quarter~~ and ~~are~~financial ~~influenced~~results, byincluding ~~outside factors such as overall consumer confidence and~~ the ~~availability and cost of television advertising time;~~following:

● ~~Effectiveness~~require us to dedicate a substantial portion of our ~~media~~cash flow from operations to payments on our debt, thereby reducing funds available for operations, working capital, capital expenditures, future business opportunities, paying dividends or other purposes; ● limit our ability to obtain additional financing for working capital, acquisitions, debt service requirements and ~~advertising~~other ~~programs~~purposes; ● adversely affect our ability to satisfy our financial obligations, including those related to our loan covenants; ● limit our ability to refinance existing debt; ● require us to agree to additional restrictions and limitations on our business operations and capital structure to obtain financing or to modify the terms of existing obligations; ● increase our vulnerability to adverse economic and industry conditions, and to interest rate fluctuations; ● force us to issue additional equity, possibly on terms unfavorable to existing stockholders; ● limit our flexibility to make, or react to, changes in our business and our industry; and ● place us at a competitive disadvantage, compared to our competitors that have less debt.

●We must ~~Restructuring~~comply ~~charges;~~with financial covenants.

●Our loan ~~Goodwill~~agreements ~~and~~contain ~~other~~various ~~intangible~~financial ~~asset~~covenants. ~~impairment~~They ~~changes;~~require us to maintain certain cash management standards and include a broad range of covenants restricting our ability to incur additional debt, make dividend payments, transfer or acquire assets, or increase executive employee compensation levels.

●Some of ~~Legal~~the Company’s wholly owned subsidiaries have agreed to guarantee the obligations under the loan and ~~contract~~have ~~settlement~~pledged ~~charges~~their equity and granted a security interest in all their assets to the lender.

~~These~~If ~~trends~~the ~~and~~Company ~~factors~~fails ~~could~~to ~~adversely~~pay ~~affect~~back ~~our~~its ~~business,~~loans ~~operating~~when ~~results~~due, ~~financial~~or ~~position~~restructure existing debt, ~~and~~events ~~cash~~of ~~flows~~default inunder ~~any~~the ~~particular~~financing documents will ~~period~~occur.

~~These~~Under the Loan Agreement ~~trends~~with ~~and~~FVP ~~factors~~Servicing, ~~could~~LLC, ~~adversely~~we ~~affect~~are ~~our~~obligated ~~business~~to pay the $750,000 ~~operating~~note ~~results~~by June 30, ~~financial~~2025. ~~position~~If we are unable to pay this loan when due, or obtain an extension on the payment due date, we will default on the loan and ~~cash~~may ~~flows~~be insubject ~~any~~to ~~particular~~business foreclosure proceedings and enforcement ~~period~~of the security agreement.

We rely on the protection and uniqueness of our intellectual property, including our patents, to maintain a competitive advantage in the industry, and if we are unable to protect this property, we may suffer various losses.

Our patented process at Altitude Water is critical to maintaining our competitive advantage in marketing for our product. However, if there is a significant development of similar intellectual property or an inability to litigate to protect our own intellectual property, this could significantly deter our competitive advantage. We may suffer losses including the ability to exclusively use and market our intellectual property, financial losses, reputational suffering, and a lack of client renewal.

Some of our operating expenses are more fixed, which could make it difficult to adjust if we suffer revenue shortfalls.

Many of our operating expenses are relatively fixed. We may not be able to adjust our operating expenses or other costs sufficiently to adequately respond to any revenue shortfalls. If we are unable to reduce operating expenses or other costs quickly in response to any declines in revenue, it would negatively impact our operating results, financial condition, and cash flows.

If we cannot anticipate our customer’s preferences or needs, we may lose one or more of our customers, which could negatively impact our revenue and operating results.

Our future success depends on our ability to effectively develop, market, and sell new products that respond to new and evolving consumer preferences. Accordingly, our revenues and operating results may be adversely affected if we are unable to develop or acquire rights to new products that satisfy consumer preferences. In addition, any new products that we market may not generate sufficient revenues to recoup their acquisition, development, production, marketing, selling and other costs.

We may not be able to gain new customers or students at our various enterprises, which could limit our revenue and profitability.

We make every effort to attract families and their young athletes to our academies and to find new potential clients in our other ventures, but this is a not a guarantee that those families and potential clients will choose to do business with us. Our academies require a financial and time investment by students and their families, and our other businesses require a similar financial investment into our products and services. If future people and businesses do not find that they are willing or able to make the required investments into our businesses, this may impact our revenue and operating results and create difficulty expanding or continuing our existing efforts.

~~Government~~Our ~~regulatory~~lenders ~~actions~~effectively ~~could~~have ~~disrupt~~the ~~our~~ability ~~marketing~~to ~~and~~consent ~~sales~~to ~~efforts~~any material transaction involving the Company.

~~Various~~Due to the restrictions placed on the Company as a ~~international~~result ~~and~~of ~~U.S.~~the ~~federal~~Loan Agreement with FVP Servicing, ~~state~~LLC, ~~and~~as ~~local~~long ~~governmental~~as ~~authorities~~there are any outstanding amounts owed to the lender, ~~including~~lender may have to effectively consent to any transaction involving the ~~Federal~~Company, ~~Trade~~including ~~Commission~~transaction involving indebtedness, ~~the~~liens, ~~Consumer~~a new line of business, ~~Product~~transactions ~~Safety~~with ~~Commission~~affiliates, ~~the~~changing ~~Securities~~its ~~and~~principal ~~Exchange~~place ~~Commission~~of ~~and~~business ~~the~~or ~~Consumer~~chief ~~Financial~~executive ~~Protection~~office, ~~Bureau~~amending or modifying its certificate of formation or incorporation, ~~regulate~~operating ~~our~~agreement, ~~products~~by-laws or other organizational documents, cancel or otherwise forgive or release ~~services~~any claim or debt, and ~~marketing~~sell, ~~efforts.~~lease, ~~Our~~assign, ~~revenue~~transfer ~~and~~or ~~profitability~~otherwise ~~could~~dispose beof ~~significantly~~any ~~harmed~~property, ifconsolidate ~~any~~with or merge into another entity, or acquire all or substantially all the assets of ~~these~~any ~~authorities~~other ~~commence~~business, aliquidate, ~~regulatory~~dissolve or suspend its business operations, or acquire ~~enforcement~~or ~~action~~permit ~~that~~an ~~interrupts~~affiliate ~~our~~to ~~marketing~~acquire ~~efforts~~any loans or other debt securities, ~~results~~among inother athings. ~~product~~In ~~recall~~the orevent ~~negative~~lender ~~publicity~~does not consent to any such transaction, we may be prohibited (either effectively or ~~requires~~otherwise) ~~changes~~from completing a such transaction in ~~product~~the future, including, ~~design~~but not limited to a combination or ~~marketing~~acquisition ~~materials~~which may be accretive to stockholders. Furthermore, lender may condition the approval of a future transaction, which conditions may not be favorable to stockholders.

~~Our~~The ~~academies,~~Company ~~products,~~has ~~and~~used ~~services~~the ~~may~~assets beof ~~subject~~the toCompany aand ~~competitive~~its ~~market,~~subsidiaries ~~and~~as wea ~~may~~guarantor ~~see~~for ~~fluctuations~~various infinancing ~~our revenues~~agreements.

~~Our~~Should the Company default ~~academies~~under ~~are~~the ~~not~~financing agreements described herein, including the ~~only~~Loan ~~specialized~~Agreement ~~athletic~~with ~~training~~FVP, and ~~academic~~the ~~program~~default incannot ~~the~~be ~~country~~cured, ~~and~~the ~~this~~assets ~~causes~~of all ussubsidiaries tocould be inat ajeopardy ~~competitive market~~due to ~~find~~the ~~students~~guaranty ~~and~~signed ~~families~~by ~~excited~~the ~~about~~Company ~~becoming~~and athe ~~part~~majority of ~~our~~its ~~programs~~subsidiaries. ~~Additionally~~Further, ~~our~~the ~~water~~Company is ~~and~~still ~~cleaning~~a ~~services~~corporate ~~are part~~guarantor ofon athe ~~larger~~Lease ~~competitive~~Agreement ~~market~~with asSTORE itCapital ~~relates~~Acquisitions, LLC, despite no longer being a party to ~~business~~that ~~services~~Lease following ~~and~~the ~~products~~Settlement Agreement. IfThis weis ~~are~~a ~~unable~~significant torisk ~~use~~for ~~creative~~the ~~marketing~~Company because the Company does not have control over how the new management of Altitude Hospitality will operate the entity and ~~create~~whether or not it will meet its existing obligations under the Lease ~~brand~~Agreement ~~loyalty~~and toother ~~our~~agreements. ~~various~~If ~~enterprises~~the new management of Altitude Hospitality defaults under the Lease Agreement, ~~our~~the ~~revenues~~Company and ~~operating~~its subsidiaries ~~results~~ may ~~fluctuate~~be ~~from~~at ~~time~~risk toof ~~time~~foreclosure and litigation.

WeGregory ~~may be subject to periodic litigation~~Breunich, ~~patent~~the ~~proceedings,~~CEO and ~~other~~Chairman ~~regulatory~~of ~~processes~~the Company, ~~which~~has ~~may~~personally ~~result~~guaranteed invarious ~~unexpected~~finance ~~time and financial expenditures~~agreements.

~~From time~~Mr. toBreunich ~~time,~~has weprovided personal ~~may~~guarantees ~~be a defendant~~ in ~~lawsuits~~certain ~~and~~acts ~~regulatory~~of ~~actions~~default ~~relating~~under tovarious ~~our~~finance ~~businesses~~agreements. ~~Due~~Should to the ~~inherent~~Company ~~uncertainties of~~default ~~litigation~~ and ~~regulatory~~Mr. ~~proceedings,~~Breunich weis ~~cannot~~unable to ~~accurately~~personally ~~predict~~rectify the ~~ultimate~~default, ~~outcome~~the ofdefault ~~any~~could ~~such~~jeopardize ~~proceedings.~~the AnCompany’s ~~unfavorable~~operations ~~outcome could~~thereby ~~have~~potentially areducing ~~material~~the ~~adverse~~value of ~~impact~~the onCompany. ~~our business~~Further, ~~financial~~Mr. ~~condition,~~Breunich ~~and~~is ~~results~~still ofa ~~operations.~~guarantor Inon ~~addition,~~the ~~any~~Lease ~~significant litigation~~Agreement inwith ~~the~~STORE ~~future~~Capital Acquisitions, ~~regardless of its merits~~LLC, ~~could~~despite ~~divert~~no ~~management’s~~longer being ~~attention~~a ~~from~~party ~~our~~to ~~operations~~that ~~and~~Lease ~~may~~following ~~result~~the inSettlement ~~substantial legal costs~~Agreement.

~~Because~~If we ~~store~~are ~~various~~unable ~~confidential~~to ~~customer~~anticipate ~~and~~consumer ~~business~~preferences ~~data,~~or ato ~~system~~effectively ~~security~~develop, ~~breach~~market ~~may~~and ~~affect~~sell future products, our ~~business~~future ~~data~~revenues and operating ~~create~~results ~~unexpected time~~could ~~and~~be ~~financial~~adversely ~~expenditures~~affected.

WeOur ~~manage~~future ~~and~~success ~~store~~in ~~various~~some ~~proprietary~~of ~~information~~our ~~and~~wholly ~~sensitive~~owned orsubsidiaries ~~confidential~~(such ~~data~~as ~~relating~~Trident toWater’s ~~our~~water ~~business,~~machines ~~including~~and ~~sensitive~~Altitude ~~and~~International’s ~~personally~~altitude ~~identifiable~~chambers) ~~information.~~depends ~~Breaches~~on of our ~~security~~ability ~~measures~~to oreffectively ~~the~~develop, ~~accidental loss~~market, ~~inadvertent~~and ~~disclosure~~sell ornew ~~unapproved~~products ~~dissemination of~~that ~~proprietary~~respond ~~information~~to ornew ~~sensitive~~and orevolving ~~confidential~~consumer preferences. ~~data about us~~Accordingly, or our ~~customers,~~revenues ~~including~~and ~~the~~operating ~~potential~~results ~~loss~~may orbe ~~disclosure~~adversely ~~of such~~affected ~~information~~if orwe ~~data~~are asunable ato ~~result~~develop ~~of fraud, trickery~~ or ~~other~~acquire ~~forms of deception, could expose us, our customers or the individuals~~rights ~~affected~~ to anew ~~risk~~products ofthat ~~loss~~satisfy orconsumer ~~misuse~~preferences. ofIn ~~this information~~addition, ~~result~~any innew ~~litigation~~products ~~and~~that ~~potential~~we ~~liability~~market ~~for~~may ~~us,~~not ~~damage~~generate ~~our~~sufficient ~~brand and reputation~~revenues orto ~~otherwise~~recoup ~~harm~~their ~~our~~acquisition, ~~business.~~development, Inproduction, ~~addition~~marketing, ~~the~~selling ~~cost~~ and ~~operational~~other ~~consequences of implementing further data protection measures could be significant~~costs.

Experienced computer programmers and hackers may be able to penetrate our network security and misappropriate or compromise our confidential information or that of third parties, create system disruptions or cause shutdowns. Computer programmers and hackers also may be able to develop and deploy viruses, worms and other malicious software programs that attack or otherwise exploit any security vulnerabilities of our systems. In addition, sophisticated hardware and operating system software and applications that we procure from third parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation of the system. The costs to us to eliminate or alleviate cyber or other security problems, bugs, viruses, worms, malicious software programs and security vulnerabilities could be significant, and our efforts to address these problems may not be successful and could result in interruptions, delays, cessation of service and loss of existing or potential customers that may impede our revenue, manufacturing, distribution, or other critical functions.

~~The~~Decline ~~effects~~in ofconsumer ~~the~~spending ~~COVID-19~~would ~~global~~likely ~~pandemic~~negatively ~~are~~affect ~~still~~our ~~unknown~~product asrevenues ~~it relates to athletics~~ and ~~education, which could have unexpected impacts on our academies~~earnings.

InSuccess ~~March~~ of ~~2020,~~each weof ~~entered~~our ~~what~~new ~~the~~products ~~health~~offered ~~organizations~~by some of ~~the~~our ~~world~~operating ~~labeled~~divisions adepends ~~“global~~substantially ~~pandemic”~~on the amount of ~~the~~discretionary ~~COVID-19~~funds ~~virus.~~available ~~While~~to weour ~~are~~customers, ~~starting~~including touniversities, ~~emerge~~sports ~~from~~teams, ~~many~~and ofgym ~~the~~owners. ~~social~~Global ~~distancing~~credit ~~measures~~and wefinancial ~~put~~markets ~~into~~have ~~place~~experienced toextreme disruptions ~~protect~~in ~~our~~the ~~faculty,~~recent ~~students~~past, ~~and~~including ~~families, all~~severely ofdiminished ~~the~~liquidity ~~effects~~and ofcredit ~~the~~availability, ~~COVID-19~~declines ~~pandemic~~in onconsumer ~~the~~confidence, ~~world~~declines in ofeconomic ~~sports~~growth, ~~education,~~increases ~~cleaning~~in ~~procedures,~~unemployment rates and ~~more~~uncertainty isabout ~~unknown~~economic stability. WeThere ~~may~~can ~~have to~~be ~~make~~no ~~costly~~assurance ~~adjustments~~that tosimilar disruptions ~~our~~will ~~various~~not ~~business~~occur ~~models~~in ~~and~~the ~~operations~~future. toDeterioration ~~remain~~in ~~compliant~~general ~~with~~economic ~~any~~conditions ~~changes~~may todepress ~~current~~consumer ~~regulatory~~spending, especially spending ~~policies~~for high-end athletic products such as ~~they~~ours. ~~relate~~Poor economic conditions could in turn lead to ~~our~~substantial ~~various~~decreases ~~enterprises,~~in ~~and~~our ~~this~~net ~~may~~sales or have ana ~~impact~~material adverse effect on our ~~revenue~~operating results, financial position, and ~~operating~~cash ~~results~~flows.

~~Altitude~~Government ~~Water’s~~regulatory ~~AWGs~~actions ~~may~~could ~~experience~~disrupt ~~defects~~our ormarketing ~~problems~~efforts ~~that may result in unsafe water production, creating potential insurance~~ and ~~liability risks~~product sales.

~~While~~Various weinternational ~~make~~and ~~every~~U.S. ~~effort~~federal, instate, ~~our~~and ~~testing~~local ~~process~~governmental toauthorities, ~~ensure~~including ~~that~~the ~~our~~Federal ~~AWGs~~Trade ~~are~~Commission, ~~functioning~~the ~~properly~~Consumer ~~and will continue to perform as expected~~Product ~~for~~Safety ~~the~~Commission ~~duration~~and of the ~~life of the product~~SEC, weregulate ~~cannot guarantee that~~ our ~~products~~product ~~will~~and ~~not~~marketing ~~ever face complications~~efforts. ~~This~~Our ~~may~~revenue atand ~~times cause~~profitability ~~the~~could ~~water being produced to~~ be ~~unsafe~~significantly orharmed if ~~not~~any upof tothese ~~the~~authorities ~~standard~~commence ~~and~~a ~~quality~~regulatory weenforcement ~~advertise.~~action ~~This~~that ~~may~~interrupts ~~create liability risks for us and may impact~~ our ~~ability~~marketing toefforts, ~~maintain~~results ~~our~~in ~~insurance~~a ~~policy.~~product ~~Our~~recall or ~~insurance~~negative ~~premiums~~publicity, ~~may~~or ~~increase,~~requires ~~which~~changes ~~may~~in ~~negatively~~product ~~impact~~design ~~our~~or ~~financial goals~~marketing materials.

IfIn ~~Altitude~~addition, ~~Academies~~our ~~cannot~~business ~~maintain~~and ~~its~~operations ~~current~~are ~~agreement~~subject to a variety of regulatory requirements in the United States and abroad, including, among other things, with ~~Club~~respect ~~Med~~to labor, wetax, and data privacy. Compliance with these regulatory requirements may ~~have~~be onerous and expensive, especially where these requirements are inconsistent from jurisdiction to ~~move~~jurisdiction or where the jurisdictional reach of certain requirements is not clearly defined or seeks to reach across national borders. Regulatory requirements in one jurisdiction may make it difficult or impossible to do business in another jurisdiction. We may also be unsuccessful in obtaining permits, licenses or other authorizations required to operate our ~~facilities~~business. ~~elsewhere~~While we have implemented policies and ~~this~~procedures ~~may~~designed ~~impact~~to achieve compliance with these laws and ~~financial~~regulations, ~~goals~~we ifcannot ~~the~~be ~~lease~~sure ~~ends~~that ~~unexpected~~we or our personnel will not violate applicable laws and regulations or our policies regarding the same.

~~Altitude~~Currency ~~Academies~~exchange ~~currently~~rate ~~operates~~fluctuations oncould Club Med’s property and its operating agreement is critical in keeping our facilities expenses low. However, the agreement is only in effect for one year with the potential to renew for one-year increments, and both Club Med and CMA must agree to a renewal in writing. If Club Med is dissatisfied for any reason with Altitude Academies and its operations at the end of the agreement term, they may not renew the agreement. This would create large financial expenditures as the academy would have to relocate to a new site and would likely result in ~~negative~~higher ~~impacts on operating results. Additionally~~costs, ~~it may impact the quality of facilities available to Altitude Academies students and faculty, which could lead to~~ reduced ~~enrollment rates. While Altitude Academies puts extensive effort and resources into maintaining a positive mutual relationship with Club Med for the benefit of renewing the agreement~~margins, ~~this~~ isor ~~not~~decreased ~~something~~international ~~that can be guaranteed~~sales.

~~Altitude~~Some ~~Water~~key components in our altitude chambers and water machines may ~~face~~be ~~production~~manufactured ~~delays,~~outside ~~manufacturing~~of ~~problems~~the U.S. and, ortherefore, ~~other~~currency ~~issues~~exchange rate ~~that~~fluctuations ~~may~~could result in ~~delivery~~higher ~~delays~~costs for our products or could disrupt the business of independent manufacturers that produce our products, ~~breach~~by making their purchases of ~~contract~~raw materials more expensive and more difficult to finance. Our future financial results could be significantly affected by the value of the U.S. dollar in relation to the foreign currencies in which we, our customers or our suppliers ~~negative~~conduct ~~publicity~~business. ~~which~~Past fluctuations in currency exchange rates versus the U.S. dollar have caused our costs for certain products to increase, reducing our margins and cash flows. Similar fluctuations and cost increases may ~~impact~~occur in the future. If we are unable to increase our selling ~~ability~~prices to ~~retain~~offset ~~customers~~such cost increases, or if such increases have a negative impact on sales of our products, our revenues and margins ~~effectively~~would ~~market~~be reduced, and our operating results and cash flows would be negatively impacted. In addition, a portion of our revenue may be derived from sales outside the U.S. in our territory including Canada, Central and South America. Currency rate fluctuations could make our products more expensive for foreign consumers and reduce our revenue, which would negatively affect our operating results and cash flows.

~~Altitude~~The ~~Water~~markets ~~relies~~in ~~heavily on its manufacturing partners and staff to ensure that all manufacturing, testing, and delivery of products goes smoothly. However, there may be unexpected challenges or delays to this process~~ which ~~could~~we ~~result~~operate inare ~~delivery~~highly ~~or manufacturing issues. With its largest commercial partnerships and contracts~~competitive, ~~Altitude~~both ~~Water~~within ~~must maintain its end of~~ the ~~agreement~~United toStates ~~deliver properly functioning AWGs to the client on time,~~ and ~~if delays impact this, the client may have cause for a breach of contract suit~~internationally. ~~Additionally, large amounts of delays and problems may create negative publicity around Altitude Water that can impact ability to attract and retain customers.~~

~~Risks~~We ~~Related~~face competition from a variety of other domestic and foreign companies. We face competition from alternative providers of the services and programs we offer and from other forms of sports activities in a rapidly changing and increasingly fragmented environment. Given the dynamic evolution of the industry, it can be difficult to plan strategically, and it is possible that competitors will be more successful than us at adapting to the changing landscape and pursuing business opportunities. As some of our competitors have financial resources that are greater than ours, they may spend more money and time on developing and testing programs and products, undertake more extensive marketing campaigns, or otherwise develop more commercially successful programs and products than ours, which could impact our ability to win new customers. Furthermore, new competitors may enter our key market areas. If we are unable to obtain significant market presence or if we lose market share to our competitors, our results of operations and future prospects would be materially adversely affected. Our ~~Securities~~success depends on our ability to develop new programs and products and enhance existing programs and products.

Our certificate of incorporation allows for our board of directors to create new series of preferred stock without further approval by our stockholders, which could have an anti-takeover effect and could adversely affect holders of our common stock.26

~~Our authorized capital includes preferred stock~~We ~~issuable~~depend inon ~~one or more series. Our board of directors has~~ the ~~authority~~continued toservice ~~issue preferred stock and determine the price, designation, rights, preferences, privileges, restrictions and conditions, including voting and dividend rights,~~ of ~~those shares without any further vote or action by stockholders. The rights of~~ the ~~holders~~members of ~~common~~our ~~stock~~executive ~~will~~management ~~be subject to,~~ and ~~may~~other bekey ~~adversely affected by~~employees, ~~the~~as ~~rights of~~well ~~holders~~as ofmanagement ~~any preferred stock that may be issued in the future. The issuance~~ of ~~additional preferred stock, while providing desirable~~acquired ~~flexibility in connection with possible financings and acquisitions and other corporate purposes~~businesses, ~~could~~the ~~make~~loss itor ~~more~~diminished ~~difficult~~performance ~~for a third party to acquire a majority~~ of ~~the~~whom ~~voting power of our outstanding voting securities, which~~ could ~~deprive~~adversely ~~our~~affect ~~holders of common stock of a premium that they might otherwise realize in connection with a proposed acquisition of~~ our ~~company~~business.

~~Efforts~~Our performance tois ~~comply~~substantially ~~with~~dependent on the ~~applicable~~performance ~~provisions~~ of ~~Section~~the ~~404~~members of ~~the~~our ~~Sarbanes-Oxley~~executive ~~Act~~management ~~will~~and ~~involve~~other ~~significant~~key ~~expenditures~~employees, ~~and~~as ~~non~~well as management of acquired businesses. We often rely on these individuals to conduct day-~~compliance~~to-day ~~with~~operations ~~Section~~and ~~404~~pursue growth. We cannot be sure that any member of our senior management will remain with us or that they will not compete with us in the ~~Sarbanes-Oxley~~future. The loss of ~~Act~~any ~~may~~member ~~adversely~~of ~~affect~~our ussenior management team could impair our ability to execute our business plan and growth strategy, have a negative impact on our revenues and the ~~market~~effective ~~price~~working ofrelationships that our ~~common~~executive ~~stock~~management have developed, and cause employee morale problems and the loss of additional key employees and customers.

~~Under current SEC rules, we have been required~~Because ~~to report on~~ our ~~internal~~success ~~control~~depends ~~over~~substantially ~~financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, or Section 404, and related rules and regulations of the SEC. We will be required to review~~ on ~~an annual basis~~ our ~~internal~~ability ~~control over financial reporting, and on a quarterly and annual basis~~ to ~~evaluate~~maintain ~~and disclose changes in our internal control over financial reporting. This process may result in~~ a ~~diversion~~professional ofreputation, ~~management’s~~adverse ~~time~~publicity ~~and~~concerning ~~attention~~us, ~~and~~one ~~may involve significant expenditures. We have not maintained internal control over financial reporting in a manner that meets the standards~~ of ~~publicly traded companies required by Section 404 of the Sarbanes-Oxley Act of 2002. The rules governing the standards that must be met for~~ our ~~evaluation management to assess our internal control over financial reporting are complex and require significant documentation~~businesses, ~~testing and possible remediation. We expect to begin the process of reviewing,~~ ~~documenting, and testing~~ our ~~internal~~clients, ~~control over financial reporting after completion of this offering. We might encounter problems~~ or ~~delays in completing the implementation of any changes necessary to make a favorable assessment of~~ our ~~internal~~key ~~control~~personnel ~~over financial reporting. If we cannot favorably assess the effectiveness of our internal control over financial reporting, investors~~ could ~~lose~~adversely ~~confidence in~~affect our ~~financial information and the price of our common stock could decline~~business.

Our professional reputation is essential to our continued success and any decrease in the quality of our reputation could impair our ability to, among other things, recruit and retain qualified and experienced agents, managers, and other key personnel, retain or attract agency clients or customers, or enter into licensing and sponsorship engagements. Our overall reputation may be negatively impacted by a number of factors, including negative publicity concerning us, members of our management or our agents, managers, and other key personnel. Our professional reputation could also be impacted by adverse publicity relating to one or more of our owned or majority owned brands, events, or businesses.

Unauthorized disclosure of sensitive or confidential client or customer information could harm our business and standing with our clients and customers.

The protection of our client, customer, student, employee, and other company data is critical to us. We may collect, store, transmit, and use personal information relating to, among others, employees, consumers, and event participants. During the COVID-19 pandemic, we may also collect certain COVID-related health and wellness information about our employees and others. We rely on commercially available systems, software, tools, and monitoring to provide security for processing, transmission, and storage of confidential client and customer information. Our facilities and systems, and those of our third-party service providers, may be vulnerable to security breaches, acts of vandalism, payment card terminal tampering, computer viruses, misplaced, lost or stolen data, programming or human errors, or other similar events. Any security breach involving the misappropriation, loss or other unauthorized disclosure of client or customer information, whether by us or our third-party service providers, could damage our reputation, result in the loss of clients and customers, expose us to risk of litigation and liability or regulatory investigations or actions, disrupt our operations, and harm our business. In addition, as a result of recent security breaches, the media and public scrutiny of information security and privacy has become more intense. As a result, we may incur significant costs to change our business practices or modify our service offerings in connection with the protection of personally identifiable information.

We are subject to periodic litigation, product liability risk and other regulatory proceedings, which could result in unexpected expense of time and resources.

From time to time, we may be a defendant in lawsuits and regulatory actions relating to our business or the former operations of our discontinued commercial business segment. Due to the inherent uncertainties of litigation and regulatory proceedings, we cannot accurately predict the ultimate outcome of any such proceedings. An unfavorable outcome could have a material adverse impact on our business, financial condition, and results of operations. In addition, any significant litigation in the future, regardless of its merits, could divert management’s attention from our operations and may result in substantial legal costs.

We are subject to warranty claims for our products, which could result in unexpected expense.

Some of our products carry warranties for defects in quality and workmanship. We may experience significant expense as the result of product quality issues, product recalls or product liability claims which may have a material adverse effect on our business.

Participants and spectators in connection with our training and education programs are subject to potential injuries and accidents, which could subject us to personal injury or other claims and increase our expenses, as well as reduce attendance at our training and education programs, causing a decrease in our revenue.

There are inherent risks to participants and spectators involved with producing, attending, or participating in our training and education programs. Injuries and accidents have occurred and may occur from time to time in the future, which could subject us to substantial claims and liabilities for injuries. Incidents in connection with our training and education programs at any of our facilities or facilities that we rent could also result in claims, reducing operating income or reducing attendance at our events, causing a decrease in our revenues. There can be no assurance that the insurance we maintain will be adequate to cover any potential losses. The physical nature of many of our training and education programs exposes the athletes that participate to the risk of serious injury or death. These injuries could include concussions, and many sports leagues and organizations have been sued by athletes over alleged long-term neurocognitive impairment arising from concussions. Although the participants in certain of our training and education programs may be responsible for maintaining their own health, disability, and life insurance, we may seek coverage under our accident insurance policies, if available, or our general liability insurance policies, for injuries that athletes incur while competing. To the extent such injuries are not covered by our policies, we may self-insure medical costs for athletes for such injuries. Liability to us resulting from any death or serious injury, including concussions, sustained by athletes while competing, to the extent not covered by our insurance, could adversely affect our business, financial condition, and operating results.

Failure to protect or enforce our intellectual property rights or the costs involved in such enforcement could harm our business, financial condition, and results of operations.

We may from time to time seek to enforce our intellectual property rights against infringers when we determine that a successful outcome is probable and may lead to an increase in the value of the intellectual property. If we choose to enforce our intellectual property rights against a party, then that individual or company has the right to ask the court to rule that such rights are invalid or should not be enforced. These lawsuits and proceedings are expensive and would consume time and resources and divert the attention of managerial and operational personnel even if we were successful in stopping the infringement of such rights. In addition, there is a risk that the court will decide that such rights are not valid and that we do not have the right to stop the other party from using the inventions.

Further, our competitors have been granted patents protecting various products and solutions. If our products and solutions employ these processes, or other subject matter that is claimed under our competitors’ patents, or if other companies obtain patents claiming subject matter that we use, those companies may bring infringement actions against us. The question of whether a product infringes a patent involves complex legal and factual issues, the determination of which is often uncertain. In addition, because patent applications can take many years to issue, there may be applications now pending of which we are unaware, which might later result in issued patents that our products and solutions may infringe. There can be no assurance that our products will not be determined to have infringed upon an existing third-party patent. If any of our products and solutions infringes a valid patent, we may be required to discontinue offering certain products or systems, pay damages, purchase a license to use the intellectual property in question from its owner, or redesign the product in question to avoid infringement. A license may not be available or may require us to pay substantial royalties, which could in turn force us to attempt to redesign the infringing product or to develop alternative technologies at a considerable expense. Additionally, we may not be successful in any attempt to redesign the infringing product or to develop alternative technologies, which could force us to withdraw our products or services from the market.

We may also infringe other intellectual property rights belonging to third parties, such as trademarks, copyrights, and confidential information. As with patent litigation, the infringement of trademarks, copyrights and confidential information involve complex legal and factual issues and our products, branding or associated marketing materials may be found to have infringed existing third-party rights. When any third-party infringement occurs, we may be required to stop using the infringing intellectual property rights, pay damages and, if we wish to keep using the third-party intellectual property, purchase a license or otherwise redesign the product, branding, or associated marketing materials to avoid further infringement. Such a license may not be available or may require us to pay substantial royalties.

Geopolitical conditions, including direct or indirect acts of war or terrorism, could have an adverse effect on our operations and financial results.

Last year, Russia initiated significant military action against Ukraine. In response, the U.S. and certain other countries imposed significant sanctions against Russia, Belarus and certain individuals and entities connected to Russian or Belarusian political, business, and financial organizations, and the U.S. and certain other countries could impose further sanctions and other retaliatory actions should the conflict continue or worsen. It is not possible to predict the broader consequences of the conflict, including related geopolitical tensions, and the measures and retaliatory actions taken by the U.S. and other countries in respect thereof as well as any counter measures or retaliatory actions by Russia or Belarus in response, including, for example, potential cyberattacks or the disruption of energy exports, is likely to cause regional instability, geopolitical shifts, and could materially adversely affect regional economies and the global economy. The situation remains uncertain, and while it is difficult to predict the impact of any of the foregoing, the conflict and actions taken in response to the conflict could increase our costs, reduce our sales and earnings, impair our ability to raise additional capital when needed on acceptable terms, if at all, or otherwise adversely affect our business, financial condition, and results of operations.

Our financial statements contain an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern, which could prevent us from obtaining new financing on reasonable terms or at all.

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 in cash. Our net losses incurred for the year ended December 31, 2022, were $8,625,824 and working capital deficit was $11,551,443 at December 31, 2022. As a result, there is substantial doubt about our ability to continue as a going concern. In the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition and long-term prospects. The Company expects to seek to obtain additional funding through increased revenues and future financings. There can be no assurance as to the availability or terms upon which such financing and capital might be available. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

We have significant indebtedness and may incur additional indebtedness.

As of December 31, 2022, we and our subsidiaries had total indebtedness of approximately $77,901,449. This amount will be reduced in the future due to the Settlement Agreement and divestiture of Altitude Hospitality, LLC. We have significantly increased our indebtedness in the past year. Our indebtedness requires us to commit a significant portion of our annual cash flow from operations to debt service payments, which reduces the availability of our cash flow to fund working capital, capital expenditures, expansion efforts, dividends and distributions and other general corporate needs. Additionally, our substantial indebtedness could:

●

make it more difficult for us to satisfy our obligations with respect to our indebtedness;

	●	limit our ability in the future to undertake refinancings of our debt or to obtain financing for expenditures, acquisitions, development or other general corporate needs on terms and conditions acceptable to us, if at all; or

	●	affect adversely our ability to compete effectively or operate successfully under adverse economic conditions.

The terms of our indebtedness place restrictions on us and on our subsidiaries and these restrictions reduce our operational flexibility and create default risks.

We are, and may in the future become, party to agreements and instruments that place restrictions on us and on our subsidiaries. Failure to comply with these restrictive covenants could result in an event of default that, if not cured or waived, could result in the acceleration of all or a substantial portion of our indebtedness.

Some potential losses are not covered by insurance.

We carry comprehensive insurance coverage for general liability, property, business interruption, cyber threats, terrorism, and other risks with respect to our business. Recovery under the applicable policies also is subject to substantial deductibles and complex calculations of lost business income.

In addition, there are other risks relating to property insurance, such as certain environmental hazards, that may be deemed to fall completely outside the general coverage limits of our policies or may be uninsurable or too expensive to justify coverage. Also, insurance coverage for war, infectious disease, and nuclear, biological, chemical, and radiological perils is extremely limited. We also may encounter challenges with an insurance provider regarding whether it will pay a particular claim that we believe to be covered under our policy.

We do not have a formal lease agreement in place for our operations in Port St. Lucie, Florida

We do not have a formal, written lease agreement in place for our flagship location at Sandpiper Bay in Port St. Lucie, Florida. We assigned the Altitude Hospitality subsidiary to FVP’s designee on March 6, 2023 and have been paying FVP $150,000 per month for use of the facilities and property since January 1, 2023. While we hope to be able to continue using the facilities as we have for the past thirteen years, we do not have a written lease allowing us use for a certain duration of time. While the Company is working with FVP to establish a lease agreement, there is no guarantee that this will occur, and the Company may have to move its operations elsewhere.

We face possible risks associated with natural disasters and the physical effects of climate change.

We are subject to the risks associated with natural disasters and the physical effects of climate change, which can include more frequent or severe storms, droughts, hurricanes, and flooding, any of which could have a material adverse effect on our resort, operations, and business. Over time, locations in Florida such as ours are expected to experience increases in storm intensity and rising sea levels causing damage to our operations. As a result, we could become subject to significant losses and/or repair costs that may or may not be fully covered by insurance. There can be no assurance that climate change will not have a material adverse effect on our resort, operations, or business.

Risks Related to Investment in our Securities

Our stock price may be volatile, which may result in losses to our shareholders.

The stock markets have experienced significant price and trading volume fluctuations, and the market prices of companies listed on the OTC Pink Market on which shares of our Common Stock are quoted, have been volatile in the past and have experienced sharp share price and trading volume changes. The trading price of our Common Stock is likely to be volatile and could fluctuate widely in response to many factors, including the following, some of which are beyond our control:

	●	variations in our operating results;
	●	changes in expectations of our future financial performance, including financial estimates by securities analysts and investors;
	●	changes in operating and stock price performance of other companies in our industry;
	●	additions or departures of key personnel; and
	●	future sales of our Common Stock.

Domestic and international stock markets often experience significant price and volume fluctuations. These fluctuations, as well as general economic and political conditions unrelated to our performance, may adversely affect the price of our Common Stock.

Our shares of Common Stock may become thinly traded and you may be unable to sell at or near ask prices, or at all.

We cannot predict the extent to which an active public market for trading our Common Stock will be sustained. This situation is attributable to many factors, including the fact that we are a small company which is relatively unknown to stock analysts, stockbrokers, institutional investors, and others in the investment community who generate or influence sales volume. Even if we came to the attention of such persons, those persons tend to be risk-averse and may be reluctant to follow, purchase, or recommend the purchase of shares of an unproven company such as ours until we become more seasoned and viable. Consequently, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our Common Stock will develop or be sustained, or that current trading levels will be sustained.

The market price for our Common Stock is particularly volatile given our status as a relatively small company, which could lead to wide fluctuations in our share price. You may be unable to sell your Common Stock at or above your purchase price if at all, which may result in substantial losses to you.

Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be able to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

Because the SEC imposes additional sales practice requirements on brokers who deal in shares of penny stocks, some brokers may be unwilling to trade our securities. This means that you may have difficulty reselling your shares, which may cause the value of your investment to decline.

Our shares are classified as penny stocks and are covered by Section 15(g) of the Exchange Act which imposes additional sales practice requirements on brokers-dealers who sell our securities. For sales of our securities, broker-dealers must make a special suitability determination and receive a written agreement prior from you to making a sale on your behalf. Because of the imposition of the foregoing additional sales practices, it is possible that broker-dealers will not want to make a market in our Common Stock. This could prevent you from reselling your shares and may cause the value of your investment to decline.

Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may limit your ability to buy and sell our Common Stock, which could depress the price of our shares.

FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price.

Volatility in our common share price may subject us to securities litigation.

The market for our Common Stock is characterized by significant price volatility as compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

Our business is subject to changing regulations related to corporate governance and public disclosure that have increased both our costs and the risk of noncompliance.

Because our Common Stock is publicly traded, we are subject to certain rules and regulations of federal, state and financial market exchange entities charged with the protection of investors and the oversight of companies whose securities are publicly traded. These entities, including the Public Company Accounting Oversight Board, the SEC and FINRA, have issued requirements and regulations and continue to develop additional regulations and requirements in response to corporate scandals and laws enacted by Congress, most notably the Sarbanes-Oxley Act. Our efforts to comply with these regulations have resulted in, and are likely to continue resulting in, increased general and administrative expenses and diversion of management time and attention from revenue-generating activities to compliance activities. Because new and modified laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices.

We will incur increased costs and compliance risks as a result of becoming a public company.

We will incur costs associated with our public company reporting requirements. We also anticipate that we will incur costs associated with recently adopted corporate governance requirements, including certain requirements under the Sarbanes-Oxley Act, as well as new rules implemented by the SEC and FINRA. We expect these rules and regulations, in particular Section 404 of the Sarbanes-Oxley Act (“Section 404”), to significantly increase our legal and financial compliance costs and to make some activities more time-consuming and costly. Like many smaller public companies, we face a significant impact from required compliance with Section 404. Section 404 requires management of public companies to evaluate the effectiveness of internal control over financial reporting and the independent auditors to attest to the effectiveness of such internal controls and the evaluation performed by management. The SEC has adopted rules implementing Section 404 for public companies as well as disclosure requirements. The Public Company Accounting Oversight Board, or PCAOB, has adopted documentation and attestation standards that the independent auditors must follow in conducting its attestation under Section 404. We are currently preparing for compliance with Section 404; however, there can be no assurance that we will be able to effectively meet all of the requirements of Section 404 as currently known to us in the currently mandated timeframe. Any failure to implement effectively new or improved internal controls, or to resolve difficulties encountered in their implementation, could harm our operating results, cause us to fail to meet reporting obligations or result in management being required to give a qualified assessment of our internal controls over financial reporting or our independent auditors providing an adverse opinion regarding management’s assessment. Any such result could cause investors to lose confidence in our reported financial information, which could have a material adverse effect on our stock price.

We also expect these new rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our Board or as executive officers. We are currently evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares and have a depressive effect on the price of the shares of our Common Stock.

A majority of the outstanding shares of our Common Stock are “restricted securities” within the meaning of Rule 144 (“Rule 144”) under the Securities Act of 1933, as amended (the “Securities Act”). As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of Common Stock, may have a depressive effect upon the price of our shares of Common Stock in any active market that may develop.

We currently do not intend to pay dividends on our Common Stock. As a result, your only opportunity to achieve a return on your investment is if the price of our Common Stock appreciates.

We currently do not expect to declare or pay dividends on our Common Stock. In addition, in the future we may enter into agreements that prohibit or restrict our ability to declare or pay dividends on our Common Stock. As a result, your only opportunity to achieve a return on your investment will be if the market price of our Common Stock appreciates and you sell your shares at a profit.

You may experience dilution of your ownership interest due to the future issuance of additional shares of our Common Stock.

We are in a capital-intensive business, and we do not have sufficient funds to finance the growth of our business or to support our projected capital expenditures. As a result, we will require additional funds from future equity or debt financings, including sales of preferred shares or convertible debt, to complete the development of new projects and pay the general and administrative costs of our business. We may in the future issue our previously authorized and unissued securities, resulting in the dilution of the ownership interests of holders of our Common Stock. We are currently authorized to issue 600,000,000 shares of Common Stock and 5,000,000 shares of preferred stock. Additionally, the Board may subsequently approve increases in authorized Common Stock. The potential issuance of such additional shares of common or preferred stock or convertible debt may create downward pressure on the trading price of our Common Stock. We may also issue additional shares of Common Stock or other securities that are convertible into or exercisable for Common Stock in future public offerings or private placements for capital raising purposes or for other business purposes. The future issuance of a substantial number of shares of Common Stock into the public market, or the perception that such issuance could occur, could adversely affect the prevailing market price of our shares of Common Stock. A decline in the price of our shares of Common Stock could make it more difficult to raise funds through future offerings of our shares of Common Stock or securities convertible into shares of Common Stock.

Our Articles of Incorporation allows for our Board to create new series of preferred stock without further approval by our stockholders, which could have an anti-takeover effect and could adversely affect holders of our Common Stock.

Our authorized capital includes preferred stock issuable in one or more series. Our Board has the authority to issue preferred stock and determine the price, designation, rights, preferences, privileges, restrictions, and conditions, including voting and dividend rights, of those shares without any further vote or action by stockholders. The rights of the holders of Common Stock will be subject to, and may be adversely affected by, the rights of holders of any preferred stock that may be issued in the future. The issuance of additional preferred stock, while providing desirable flexibility in connection with possible financings and acquisitions and other corporate purposes, could make it more difficult for a third party to acquire a majority of the voting power of our outstanding voting securities, which could deprive our holders of Common Stock of a premium that they might otherwise realize in connection with a proposed acquisition of our Company.

Efforts to comply with the applicable provisions of Section 404 of the Sarbanes-Oxley Act will involve significant expenditures, and non-compliance with Section 404 of the Sarbanes-Oxley Act may adversely affect us and the market price of our Common Stock.

Under current SEC rules, we have been required to report on our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, or Section 404, and related rules and regulations of the SEC. We will be required to review on an annual basis our internal control over financial reporting, and on a quarterly and annual basis to evaluate and disclose changes in our internal control over financial reporting. This process may result in a diversion of management’s time and attention and may involve significant expenditures. We have not maintained internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404 of the Sarbanes-Oxley Act. The rules governing the standards that must be met for our evaluation management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation. We expect to begin the process of reviewing, documenting, and testing our internal control over financial reporting after completion of this offering. We might encounter problems or delays in completing the implementation of any changes necessary to make a favorable assessment of our internal control over financial reporting. If we cannot favorably assess the effectiveness of our internal control over financial reporting, investors could lose confidence in our financial information and the price of our Common Stock could decline.

If securities or industry analysts do not publish or cease publishing research or reports about us, or publish inaccurate or unfavorable reports about, our business or our market, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline.

The trading market for our ~~common~~Common ~~stock~~Stock, to some extent, will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors. We do not have any control over these analysts. And we cannot provide any assurance that analysts will cover us or provide favorable coverage. If any of the analysts who may cover us adversely change their recommendation regarding our Common Stock, or provide more favorable relative recommendations about our competitors, the price of our Common Stock would likely decline. If any analyst who may cover us were to cease coverage of our Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the price of our Common Stock or trading volume to decline.

~~We do not have any control over these analysts.~~33

Our internal control over financial reporting does not currently meet the standards required by Section 404 of the Sarbanes-Oxley Act ~~of 2002~~, and failure to achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.

We have not maintained internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404 of the Sarbanes-Oxley Act ~~of 2002~~. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation. We expect to begin the process of reviewing, documenting, and testing our internal control over financial reporting after completion of this offering. We might encounter problems or delays in completing the implementation of any changes necessary to make a favorable assessment of our internal control over financial reporting. If we cannot favorably assess the effectiveness of our internal control over financial reporting, investors could lose confidence in our financial information and the price of our ~~common~~Common ~~stock~~Stock could decline.

The financial and operational projections that we may make from time to time are subject to inherent risks.

The projections that our management may provide from time to time reflect numerous assumptions made by management, including assumptions with respect to our specific as well as general business, economic, market and financial conditions and other matters, all of which are difficult to predict and many of which are beyond our control. Accordingly, there is a risk that the assumptions made in preparing the projections, or the projections themselves, will prove inaccurate. There will be differences between actual and projected results, and actual results may be materially different from those contained in the projections. The inclusion of the projections in this prospectus should not be regarded as an indication that we or our management or representatives considered or consider the projections to be a reliable prediction of future events, and the projections should not be relied upon as such.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. Properties

We do not own any property, nor do we have any contracts or options to acquire any property in the future. Presently, we are operating at our office at 4500 SE Pine Valley Street, Port Saint Lucie, Florida without a formal lease.

ITEM 3. Legal Proceedings

From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We know of no existing or pending legal proceedings against us, nor are we involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of our directors, officers or any of their respective affiliates, or any beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

ITEM 4. Mine Safety Disclosure

Not Applicable.

PART II

ITEM 5. Market For Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Market Information

Prices for our common stock are quoted on OTC ~~Markets~~Pink Marketplace under the symbol “ALTD.”

Security Holders

OnAs of March 1420, ~~2022~~2023, there were approximately ~~165~~179 record holders of our common stock.

Dividends

We have not paid dividends during the three most recently completed fiscal years and have no current plans to pay dividends on our common stock. We currently intend to retain all earnings, if any, for use in our business.

Recent Sales and Other Issuances of Our Equity Securities

OnWe ~~December~~claimed 1,exemption ~~2021,~~from registration under the ~~Company~~Securities ~~issued~~Act ~~12,500~~for ~~shares~~the ofsales ~~common~~and ~~stock~~issuances toof ~~its~~securities ~~legal~~in ~~counsel~~the ~~for~~following ~~services~~transactions under ~~rendered~~Section to4(a)(2) of the ~~Company.~~Securities ~~These~~Act ~~shares~~and/or Regulation D promulgated thereunder, in that such sales and issuances did not involve a public offering, or under Rule 701 promulgated under the Securities Act, in that they were ~~issued~~offered and sold either pursuant to anwritten compensatory ~~exemption~~plans ~~from~~or ~~the~~pursuant ~~registration~~to ~~requirements~~a written contract relating to compensation, as provided by Rule 701. All of the ~~Securities~~purchasers ~~Act~~ of ~~1933,~~unregistered securities asfor ~~amended~~which ~~pursuant~~we torelied on Section 4(a)(2) ofand/or Regulation D represented that they were accredited investors as defined under the Securities Act. We claimed such exemption on the basis that (a) the purchasers in each case represented that they intended to acquire the securities for investment only and~~/or~~ ~~Rule~~not ~~506~~with ofa ~~Regulation~~view Dto ~~promulgated~~the ~~thereunder~~distribution ~~since~~thereof and that they either received adequate information about the registrant or had access, ~~among~~through employment or other ~~things~~relationships, ~~the~~to ~~transactions~~such ~~did~~information ~~not~~and ~~involve~~(b) appropriate legends were affixed ato ~~public~~the ~~offering~~stock certificates issued in such transactions.

On January 1, 2022, the Company issued 12,500 shares of common stock to its legal counsel for services rendered to the Company. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On February 28, 2022, the Company issued 1,000,000 shares of common stock to Hospitality Funding, Inc. for consulting services rendered to the Company. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On February 28, 2022, the Company issued 3,000,000 shares of common stock to 16929 Wellness Consultants Inc. for services rendered to the Company. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On March 7, 2022, the Company issued 6,000,000 shares of common stock to Tim Schulz for services rendered related to the RUSH Soccer transaction. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On March 7, 2022, the Company issued 2,500,000 shares of common stock to Justin Miller for services rendered related to the RUSH Soccer transaction. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On March 7, 2022, the Company issued 500,000 shares of common stock to Pablo Toledo for services rendered related to the RUSH Soccer transaction. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On March 7, 2022, the Company issued 500,000 shares of common stock to Tiago Calvano for services rendered related to the RUSH Soccer transaction. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On March 7, 2022, the Company issued 500,000 shares of common stock to Raoul Voss for services rendered related to the RUSH Soccer transaction. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

Securities Authorized for Issuance Under Equity Compensation Plans

On February 13, 2018, the Company’s shareholders and Board of Directors approved the 2017 Incentive Stock Plan (the “Plan”). The 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 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 Incentive Stock Plan. The term of the 2017 Incentive Stock 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 corporation. Non-Qualified Stock Options may be granted to employees of the Company, a related corporation, or affiliated companies. In any fiscal year, no employee may receive options to purchase more than $100,000 worth of shares of Common Stock and no option may be granted with an exercise price less than the fair market value measured on the date of the grant.

The 2017 Incentive Stock Plan will be administered by Board of Directors. The Board will have authority to construe, amend or terminate the 2017 Incentive Stock Plan. A written agreement will evidence each option and determine whether the option is an Incentive Stock Option or Non-Qualified Stock Option.

Options will expire no longer than 10 years from the date of grant; provided that no Incentive Stock Option granted to a greater-than-10% shareholder will expire later than 5 years from the date of grant. Vested options generally will terminate upon the first to occur of: (1) expiration of the option; (2) three months following the optionee’s termination of employment, other than as a result of death or disability; or (3) six months following the optionee’s death or cessation of employment by reason of disability.

Options granted under the 2017 Incentive Stock Plan will be no less than twenty percent (20%) of the shares covered thereby shall become exercisable annually unless the Board determines otherwise. The Committee may accelerate vesting. Upon a change in control, all options outstanding at the date thereof will become fully vested and exercisable. The purchase price of option shares must be paid by wire transfer, except to the extent another method is permitted by the Board.

There are currently no stock options currently issued and outstanding under the 2017 Plan, as all 250,000 remaining stock options issued and outstanding were exercised on February 8, 2021.

Transfer Agent

We have appointed ~~Action~~Securities ~~Stock~~ Transfer ~~Corp.~~ Corporation as the transfer agent for our Preferred Stock and Common Stock. The principal office of Securities ~~Action Stock~~ Transfer ~~Corp.~~Corporation is located at ~~2469~~2901 E.Dallas ~~Fort Union Blvd.~~Parkway, Suite ~~214.~~380, ~~Salt Lake City~~Plano, UTTexas ~~84121~~75093, and its telephone number is (~~801~~469) ~~274~~633-~~1088~~0101.

ITEM 6. Selected Financial Data

~~Not~~The ~~Required~~Company, as a smaller reporting company (as defined by Rule 12b-2 of the Exchange Act), is not required to furnish information required by this item.

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The statements contained in the following MD&A and elsewhere throughout this Quarterly Report on Form 10-K, including any documents incorporated by reference, that are not historical facts, including statements about our beliefs and expectations, are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “intend” and similar words or expressions. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances are forward-looking statements.

These forward-looking statements, which reflect our management’s beliefs, objectives, and expectations as of the date hereof, are based on the best judgement of our management. All forward-looking statements speak only as of the date on which they are made. Such forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors that could cause actual results to differ materially from those anticipated in such statements, including, without limitation, the following: economic, social and political conditions, global economic downturns resulting from extraordinary events such as the COVID-19 pandemic and other securities industry risks; interest rate risks; liquidity risks; credit risk with clients and counterparties; risk of liability for errors in clearing functions; systemic risk; systems failures, delays and capacity constraints; network security risks; competition; reliance on external service providers; new laws and regulations affecting our business; net capital requirements; extensive regulation, regulatory uncertainties and legal matters; failure to maintain relationships with employees, customers, business partners or governmental entities; the inability to achieve synergies or to implement integration plans and other consequences associated with risks and uncertainties detailed in our filings with the SEC, including our most recent filings on Forms 10-K and 10-Q.

We caution that the foregoing list of factors is not exclusive, and new factors may emerge, or changes to the foregoing factors may occur, that could impact our business. We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise, except to the extent required by the federal securities laws.

Certain information contained in this discussion and elsewhere in this report may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and is subject to the safe harbor created by that act. The safe harbor created by the Private Securities Litigation Reform Act will not apply to certain “forward looking statements” because we issued “penny stock” (as defined in Section 3(a)(51) of the Securities Exchange Act of 1934 and Rule 3(a)(51-1) under the Exchange Act) during the three year period preceding the date(s) on which those forward looking statements were first made, except to the extent otherwise specifically provided by rule, regulation or order of the Securities and Exchange Commission. We caution readers that certain important factors may affect our actual results and could cause such results to differ materially from any forward-looking statements which may be deemed to have been made in this Report or which are otherwise made by or on our behalf. For this purpose, any statements contained in this report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “explore,” “consider,” “anticipate,” “intend,” “could,” “estimate,” “plan,” or “propose” or the negative variations of those words or comparable terminology are intended to identify forward-looking statements. Factors that may affect our results include, but are not limited to, the risks and uncertainties associated with:

● Our ability to raise capital necessary to sustain our anticipated operations and implement our business plan, ● Our ability to implement our business plan, ● Our ability to generate sufficient cash to survive, ● The degree and nature of our competition, ● The lack of diversification of our business plan, ● The general volatility of the capital markets and the establishment of a market for our shares, and ● Disruption in the economic and financial conditions primarily from the impact of past terrorist attacks in the United States, threats of future attacks, police, and military activities overseas and other disruptive worldwide political and economic events and environmental weather conditions.

2936

	●	Our ability to generate sufficient cash to survive,

	●	The degree and nature of our competition,

	●	The lack of diversification of our business plan,

	●	The general volatility of the capital markets and the establishment of a market for our shares, and

	●	Disruption in the economic and financial conditions primarily from the impact of past terrorist attacks in the United States, threats of future attacks, police, and military activities overseas and other disruptive worldwide political and economic events and environmental weather conditions.

We are also subject to other risks detailed from time to time in our other filings with Securities and Exchange Commission and elsewhere in this report. Any one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.

Overview

Altitude International Holdings, Inc., is a vertically integrated high-performance sports, education, and technology 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, while providing relief, opportunity, and wellness to those that need it the most.

Business Revenue Streams

We operate across three revenue streams: (i) Sport Tuition Properties, (ii) Academic Tuition Properties, and (iii) Sport Technology Properties.

Owned Sports Tuition Properties

Altitude sports properties consist of Altitude Academies, Altitude Volleyball, CMAS, and NMBA.

Academic Tuition Properties

Altitude Online was established to support and address the global demand for distance learning. This is a natural extension of our existing brick-and-mortar academic operations. Through our Cognia™ Performance Accreditation by the Cognia Global Commission, Altitude Online is fully accredited school. The economics of an online distance school presents a significant potential opportunity. Now students from around the world will have the opportunity to earn an American high school diploma in their home countries while attending Altitude Online. The curriculum for both the regular and distance delivery is digital with built-in course sequencing, pacing, and student, and parent-teacher transparency. There are 60 languages incorporated with the platform, making it easy to onboard students from around the world. Altitude can support the destination student residing in Port Saint Lucie, Florida, as well as students in the United States or around the world.

Sport Technology Properties

Altitude Wellness will focus on helping its future members reach their individual health goals by offering various experiences that enhance the way members look and feel. Multiple modalities ranging from altitude chambers, cryo chambers, ozone chamber, red light therapy, IV therapy, infrared sauna, and neuro feedback are just a few of the treatments that will be available.

Effects of the COVID-19 Pandemic

The outbreak of COVID-19 has globally resulted in loss of life, business closures, restrictions on travel, and widespread cancellation of social gatherings. While the disruption is currently expected to be temporary, there is considerable uncertainty around the duration. The extent to which the COVID-19 pandemic impacts our business will depend on future developments, which are highly uncertain and cannot be predicted at this time, including:

	●	new information which may emerge concerning the severity of the disease;

	●	the duration and spread of the outbreak;

	●	the severity of travel restrictions imposed by geographic areas in which we operate, mandatory or voluntary business closures;

	●	regulatory actions taken in response to the pandemic;

	●	other business disruptions that affect our workforce;

	●	the impact on capital and financial markets; and

	●	actions taken throughout the world, including in markets in which we operate, to contain the COVID-19 outbreak or treat its impact.

In addition, the outbreak of COVID-19 has resulted in a widespread global health crisis and adversely affected global economies and financial markets, and similar public health threats could do so in the future. If the disruptions posed by the COVID-19 pandemic or other matters of global concern continue for an extensive period of time, the operations of our business may be materially adversely affected.

To the extent the COVID-19 pandemic or a similar public health threat has an impact on our business, it is likely to also have the effect of heightening many of the other risks described in the “Risk Factors” section.

Critical Accounting Policies, Estimates and Assumptions

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted 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 assets and 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. Significant estimates in the accompanying financial statements include the amortization period for intangible assets, valuation and impairment valuation of intangible assets, valuation of share-based payments.

Changes in Accounting Principles. No significant changes in accounting principles were adopted during fiscal 2022 and 2021.

Impairment of Long-Lived Assets. The Company accounts for long-lived assets in accordance with the provisions of Accounting Standards Codification (“ASC”) 360-10, “Accounting for the Impairment or Disposal of Long-Lived Assets.” This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Fair Value of Financial Instruments and Fair Value Measurements. The Company measures their financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash, accounts payable, accrued expenses and short-term loans the carrying amounts approximate fair value due to their short maturities.

We have adopted accounting guidance for financial and non-financial assets and liabilities. The adoption did not have a material impact on our results of operations, financial position, or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

Revenue Recognition. Our sales are generated from three revenue streams: 1) contracts with customers for the design, development, manufacture, and installation of simulated altitude athletic equipment, 2) sports training and academic tuition, and 3) water filtration systems. For the simulated athletic equipment and the water filtration systems, we provide our products under fixed-price contracts. Under fixed-price contracts, we agree to perform the specified work for a pre-determined price. To the extent our actual costs vary from the estimates upon which the price was negotiated, we will generate more or less profit or could incur a loss.

We account for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.

We evaluate the products or services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. The products and services in our contracts are typically not distinct from one another due to their complex relationships, customization, and the significant contract management functions required to perform under the contract. Accordingly, our contracts are typically accounted for as one performance obligation, except for the simulated altitude athletic equipment whereas there is a service obligation over a period of time.

We determine the transaction price for each contract based on the consideration we expect to receive for the products or services being provided under the contract.

In regard to the simulated altitude athletic equipment and the water filtration systems, we recognize revenue as performance obligations are satisfied and the customer obtains control of the products and services. In determining when performance obligations are satisfied, we consider factors such as contract terms, payment terms and whether there is an alternative future use of the product or service. Substantially all of our revenue is recognized over time as we perform under the contract because if our customer were to terminate the contract for reasons other than our non-performance, we would have the right to recover damages which would include, among other potential damages, the right to payment for our work performed to date plus a reasonable profit to deliver products or services that do not have an alternative use to us.

In regard to the sports training and academics tuition revenue recognition policy, the tuition is recognized over the course of the training period which is typically a semester. In determining when performance obligations are satisfied, we consider factors as to actual attendance at the academy. 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.

Stock-Based Compensation. The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method.

Allowance for Doubtful Accounts. The Company establishes an allowance for doubtful accounts to ensure trade receivable are not overstated due to non-collectability. The Company’s allowance is based on a variety of factors, including age of the receivable, significant one-time events, historical experience, and other risk considerations. The Company had an allowance at December 31, 2022 and 2021 of $536,191 and $205,455, respectively. The Company had bad debt expense of $332,455 and $205,455 for the years ended December 31, 2022, and 2021, respectively.

Plan of Operation

The ~~2022~~2023 operational plan consists of:

Continue establishing and expanding the different segments associated with the expanded ALTD operations. The divisions include:

Altitude Chamber Technology Division

~~b. Tennis, Golf, Basketball, and Academic Academies Division~~40

b. Tennis, Golf, Basketball, and Academic Academies Division c. Soccer Academy Division, including RUSH Soccer d. Water Manufacturing / Technology Division e. Cleaning and Sanitation Division f. Altitude Wellness Division g. Altitude Online Learning Division

d2. ~~Water~~Adopt ~~Manufacturing~~a /comprehensive ~~Technology~~branding, ~~Division~~marketing, digital and social media strategy for the revenue lines above. 3. Update a back-office administration plan and adopt a staffing and management hierarchy for the multi-discipline operation. 4. Plan to expand in complementary ways, including establishing a basketball division (estimated to be ready for student athletes in 2024) and swimming and lacrosse divisions (estimated to be ready for student athletes in 2024).

e.Commercial operations ~~Cleaning~~are ~~and~~currently ~~Sanitation~~located ~~Division~~in Port Saint Lucie, Florida.

f. Altitude Wellness Division

g. Altitude Online Learning Division

2. Adopt a comprehensive branding, marketing, digital and social media strategy for the revenue lines above.

	3.	Update a back-office administration plan and adopt a staffing and management hierarchy for the multi-discipline operation.
	4.	Plan to expand in complementary ways, including establishing a basketball division (estimated to be ready for student athletes in 2022) and swimming and lacrosse divisions) estimated to be ready for student athletes in 2023).

Commercial operations are in Port Saint Lucie, Florida.

No assurances can be given that any of these plans will come to fruition or that if implemented that they will necessarily yield positive results.

Impact of COVID-19 Pandemic

In response to the COVID-19 pandemic, during 2020 and continuing in 2021, the Company established policies and protocols to address safety considerations. The extent to which the COVID-19 pandemic will continue to affect the Company’s business, financial condition, liquidity, and the Company’s operating results will depend on future developments, which are highly uncertain and cannot be predicted.

Off-balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Results of Operations

For the year ended December 31, ~~2021~~2022 compared to the period ended December 31, ~~2020~~2021

Revenues

We had $612,~~595~~209,~~867~~237 and $56,~~524~~595,~~410~~867 of revenue for the period ended December 31, ~~2021~~2022, and ~~2020~~2021, respectively. The increase in revenue is is primarily due to the ~~effects~~acquisitions of ~~COVID-19~~Rush inSoccer ~~2020~~ and inthe ~~2021,~~commencement of the hotel operations ~~returning~~(which towere adivested ~~near~~on ~~pre-COVID-19~~March ~~level~~6, 2023).

Direct Costs of Revenue

Direct costs of revenue for the period ended December 31, ~~2021~~2022, and ~~2020~~2021 were $29,~~862~~508,~~941~~184 and $2,~~217~~862,~~974~~941, respectively. The increase is primarily due to the acquisition of Rush Soccer and the hotel property (which was divested on March 6, 2023).

Operating Expenses

Operating expenses for the period ended December 31, ~~2021~~2022, and ~~2020~~2021 were $610,~~154~~259,~~928~~757 and $36,~~893~~154,~~455~~928, respectively. The increase in ~~expenses~~ expenses for ~~2021~~2022 compared to ~~2020~~2021 were comprised primarily of ~~stock-based~~professional ~~compensation~~fees of $~~657~~950,~~947~~456 compared to $0407,401, respectively, the increase in salary and related expenses, $24,~~396~~329,~~915~~582 compared to $12,~~478~~396,~~414~~915, respectively, ~~and~~ the increase in rent ~~expenses~~, $~~648~~1,~~080~~ 589,699 compared to $98648,~~209~~080, respectively., ~~Rent~~and other general and administrative expenses ~~were~~of ~~affected~~$2,496,290 bycompared ~~COVID-19~~to in$1,574,975, ~~2020~~respectively, ~~and~~offset by a ~~new~~decrease ~~contract~~ in ~~2021~~stock-based ~~for~~compensation ~~additional~~of ~~leased~~$222,809 ~~facilities~~compared to $657,947, respectively.

Other Income (Expenses)

Other income (expense) for the period ended December 31, ~~2021~~2022, and ~~2020~~2021 were $~~580~~(1,~~385~~067,120) and $~~461~~580,~~721~~385, respectively. For the periods ending ~~2021~~ 2022 and ~~2020~~2021, the Company recognized ~~gains~~interest onexpense ~~settlement~~ of ~~debt of~~ $53486,~~008~~670 and $022,833, respectively, ~~and~~ gain on the forgiveness of the PPP loans, $20,800 and $614,972, respectively, gain on bargain purchase, $238,600 and $~~507~~0,~~207~~ respectively, and amortization of debt discount, $839,850 and $0, respectively.

Net Loss

Net loss for the period ended December 31, ~~2021~~2022, and ~~2020~~2021 was $18,~~841~~625,~~617~~824 and $~~105~~1,~~287~~841,617, respectively.

Liquidity and Capital Resources

We had a cash balance of $~~423~~1,~~165~~596,138 and negative working capital of $111,~~117~~551,~~979~~443 at December 31, ~~2021~~2022.

The Company’s anticipated capital requirements for the next 12 months will consist of expenses of being a public company and general and administrative expenses all of which we currently estimate will cost $~~325~~750,000, excluding revenue related expenses and salaries. In the event there are unanticipated expenses and we need additional funds, we may seek to raise additional funding that we require in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund such additional expenses. We currently do not have any agreements, arrangements or understandings with any person or entity to obtain funds through bank loans, lines of credit or any other sources.

Going Concern

Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. On a consolidated basis, the Company has incurred significant operating losses since inception. For the year ended December 31, ~~2021~~2022, the Company had a net loss of $18,~~841~~625,~~617~~824. As of December 31, ~~2021~~2022, we had a working capital deficit of $111,~~117~~551,~~979~~443 and an accumulated deficit of $211,~~917~~543,~~881~~705.

Sources and Uses of Cash

Operating activities during the period ended December 31, ~~2021~~2022 used $13,~~690~~553,~~239~~229 of net cash. Net cash ~~provided~~used byin investing activities was $21,~~155~~653,697 for the period ended December 31, ~~2021~~2022. Net cash provided by financing activities of $113,~~977~~117,~~246~~630 was received from the issuance of common stock and shareholder advances during the period ended December 31, ~~2021~~2022. Operating activities during the period ended December 31, ~~2020~~2021 used $~~898~~1,~~790~~690,239 of net cash. Net cash ~~used~~provided inby investing activities was $112,~~667~~ 155 for the period ended December 31, ~~2020~~2021. Net cash provided by financing activities of $~~794~~1,~~185~~977,246 was received from the issuance of common ~~stock~~ stock and shareholder advances during the period ended December 31, ~~2020~~2021.

In ~~2020~~2021, the Company was impacted by the COVID-19 pandemic and in ~~2021~~2022, the Company was going back to a near pre-COVID-19 level.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues, or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted 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 assets and 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. Significant estimates in the accompanying financial statements include the amortization period for intangible assets, valuation and impairment valuation of intangible assets, depreciable lives of the web site and property and equipment, valuation of warrant and beneficial conversion feature debt discounts, valuation of share-based payments and the valuation allowance on deferred tax assets.

Changes in Accounting Principles. No significant changes in accounting principles were adopted during fiscal ~~2020~~2022 and ~~2019~~2021.

~~Impairment~~Inflation of Long-Lived Assets. The Company accounts for long-lived assets in accordance with the provisions of Statement of Financial Accounting Standards ASC 360-10, “Accounting for the Impairment or Disposal of Long-Lived Assets.” This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.Risk

32In the opinion of management, inflation has not had a material effect on the Company’s financial condition or results of its operations. Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs. Our inability or failure to do so could harm our business, results of operations, or financial condition.

Fair Value of Financial Instruments and Fair Value Measurements. The Company measures their financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash, accounts payable, accrued expenses and short-term loans the carrying amounts approximate fair value due to their short maturities.

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

Revenue Recognition. Our sales are generated from three revenue streams: 1) contracts with customers for the design, development, manufacture, and installation of simulated altitude athletic equipment, 2) sports training and academic tuition, and 3) water filtration systems. For the simulated athletic equipment and the water filtration systems, we provide our products under fixed-price contracts. Under fixed-price contracts, we agree to perform the specified work for a pre-determined price. To the extent our actual costs vary from the estimates upon which the price was negotiated, we will generate more or less profit or could incur a loss.

We 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.

Stock-Based Compensation. The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method.

Allowance for Doubtful Accounts. The Company establishes an allowance for doubtful accounts to ensure trade receivable are not overstated due to non-collectability. The Company’s allowance is based on a variety of factors, including age of the receivable, significant one-time events, historical experience, and other risk considerations. The Company had an allowance at December 31, 2021 and 2020 of $205,455 and $0, respectively. The Company had bad debt expense of $205,455 and $0 for the years ended December 31, 2021, and 2020, respectively.

Inflation

In the opinion of management, inflation has not had a material effect on the Company’s financial condition or results of its operations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As the Company is a “smaller reporting company,” this item is inapplicable.

3342

ITEM 8. Financial Statements

ALTITUDE INTERNATIONAL HOLDINGS, INC.

Contents

	Page
Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID: 76)	F-1
Report of Independent Registered Public Accounting Firm (PCAOB ID: 5041)	F-3
Consolidated Balance Sheets as of December 31, 2022 and 2021	F-3
Consolidated Balance Sheets as of December 31, 2021 and 2020	F-4
Consolidated Statements of Operations for the years ended December 31, 2022 and 2021	F-4
Consolidated Statements of Operations for the years ended December 31, 2021 and 2020	F-5
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2022 and 2021	F-5
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2021 and 2020	F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021	F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020	F-7
Notes to the Consolidated Financial Statements	F-7
Notes to Consolidated Financial Statements	F-8

3443

Your Vision Our Focus

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~To the~~ Board of Directors and Stockholders of ~~Altitude International Holdings, Inc.~~

Altitude International Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Altitude International Holdings, Inc. ~~and its subsidiaries~~ (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for each of the ~~year~~two ~~then~~years in the period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the ~~consolidated~~ financial position of the Company as of December 31, 2022 and 2021, and the results of its ~~consolidated~~ operations and its ~~consolidated~~ cash flows for each of the ~~year~~two ~~then~~years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

~~Explanatory Paragraph –~~ Going Concern

The accompanying financial statements have been prepared assuming that the ~~Company~~entity will continue as a going concern. As discussed in Note 2 to the financial statements, the ~~Company~~entity has suffered recurring losses from operations ~~since inception~~ and has a ~~working~~net capital deficiency ~~both~~that ~~of which~~ raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the ~~Company~~entity’s management. Our responsibility is to express an opinion on ~~the~~these ~~Company’s~~ financial statements based on our ~~audit~~ audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audit~~audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~audit,~~ audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the ~~Company~~entity’s internal control over financial reporting. Accordingly, we express no such opinion.4

Turner, Stone & Company, L.L.P.
Accountants and Consultants
12700 Park Central Drive, Suite 1400
Dallas, Texas 75251
Telephone: 972-239-1660 ⁄ Facsimile: 972-239-1665 Toll Free: 877-853-4195 Web site: turnerstone.com	INTERNATIONAL ASSOCIATION OF ACCOUNTANTS AND AUDITORS

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

F-1

~~Our~~Critical ~~audit~~Audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.Matters

~~Critical~~The critical ~~Audit~~audit ~~Matter~~matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill Impairment Assessment

Critical Audit Matter Description:

As described in Note 2 to the consolidated financial statements, the Company tests goodwill for impairment annually at the reporting unit level, or more frequently, if events or circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Reporting units are tested for impairment by comparing the estimated fair value of each reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds its estimated fair value, an impairment loss is recorded based on the difference between the fair value and carrying amount, not to exceed the associated carrying amount of goodwill. The Company’s annual impairment test occurred on December 31, 2022.

We identified the evaluation of the impairment analysis for goodwill as a critical audit matter because of the significant estimates and assumptions management used in determining the fair value of the reporting unit which is based on market indicators and projected cash flow. Performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort.

How the Critical Audit Matter Was Addressed in the Audit:

Our audit procedures related to sale-leaseback transactions included the following, among others:

	-	Reviewing management’s assertions concerning whether any indicators of impairment had occurred with regard to the reporting unit in which the goodwill has been allocated.
	-	Reviewing management’s fair value estimate and the inputs utilized to determine such estimate.
	-	Evaluating the inputs used by management in developing their fair value estimate.
	-	Testing the accuracy of underlying data used in the fair value estimate.

Sale-Leaseback Transaction

Critical Audit Matter Description

As described in ~~Notes~~Note ~~1 and~~ 5 to the Company’s consolidated financial statements, the Company ~~tests~~entered ~~goodwill~~into ~~for~~and ~~impairment~~consummated ~~annually~~sale-leaseback transaction atinvolving the ~~reporting unit~~Sandpiper ~~level,~~Bay orResort ~~more~~with ~~frequently,~~unrelated ifthird ~~events~~parties orduring ~~circumstances~~the ~~indicate~~year itended isDecember ~~more~~31, ~~likely~~2022. ~~than~~The ~~not~~Company determined that the ~~fair~~transaction ~~value~~qualified ofas a ~~reporting~~sale-leaseback ~~unit is~~transaction ~~less~~in ~~than~~which ~~its carrying amount. Reporting units are tested for impairment by comparing~~ the ~~estimated~~Company ~~fair~~retained ~~value~~control of ~~each reporting unit with its carrying amount. If~~ the ~~carrying~~asset ~~amount~~and oftherefore ~~a reporting unit exceeds its estimated fair value, an impairment loss is recorded~~recognized ~~based on~~ the ~~difference~~transaction ~~between~~as ~~the~~a ~~fair~~financing ~~value~~transaction ~~and~~in ~~carrying~~accordance ~~amount,~~with ~~not~~Accounting toStandards ~~exceed~~Codification ~~the~~(“ASC”) ~~associated~~Topic ~~carrying amount of goodwill. The Company’s annual impairment test occurred on December 31~~842, ~~2021~~Leases.

We identified ~~the~~management’s evaluation of whether the ~~impairment~~sale-leaseback ~~analysis~~transaction ~~for~~did ~~goodwill~~or did not transfer control and was recognized timely, as a critical audit matter. ~~because~~Management ofapplies ~~the~~judgment ~~significant~~in ~~estimates~~assessing relevant lease terms, provisions, and other conditions, ~~assumptions~~including ~~management~~repurchase ~~used~~rights, included in ~~determining~~ the ~~fair~~Company’s ~~value~~sale ofand ~~the~~lease ~~reporting~~agreement ~~unit~~to ~~which~~determine iswhether ~~based~~or onnot ~~market~~the ~~indicators.~~control ~~Performing~~of ~~audit~~the ~~procedures~~real toestate ~~evaluate~~property has or has not transferred from the ~~reasonableness~~Company and the timing of ~~these~~the ~~estimates~~transaction. ~~and~~Auditing ~~assumptions~~these ~~required~~assessments amade ~~high~~by management ~~degree~~involved ofchallenging auditor judgment ~~and~~due anto ~~increased extent~~the nature and complexity of ~~effort~~the arrangement.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to sale-leaseback transactions included the following, among others:

- ~~Testing~~Assessing management’s ~~process~~application ~~for~~of ~~developing~~ASC Topic 842 and (ii) evaluating relevant lease terms, provisions and other conditions included in the ~~fair~~Company’s ~~value~~sale-leaseback ~~estimate~~agreement to assess the appropriateness of the conclusion that a transfer of control has or has not occurred. - Evaluating whether the ~~market~~Company ~~indicators~~appropriately ~~used~~accounted for the transaction by ~~management~~recognizing the transaction price at the time control is was obtained and accounting for the lease in ~~developing~~accordance ~~their~~with ~~fair~~ASC ~~value~~Topic ~~estimate~~842. - ~~Testing~~Recalculating the ~~completeness~~finance ~~and~~lease ~~accuracy~~obligation ofbased ~~underlying~~on ~~data~~the ~~used~~terms inof the ~~fair value estimate~~agreement.

/s/ Turner, Stone & Company, L.L.P. ~~Dallas, Texas March 15, 2022 We have served as the Company’s auditor since 2022.~~

We have served as the Company’s auditor since 2022.

Dallas, Texas

March 22, 2023

F-2

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Altitude International Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Altitude International Holdings, Inc. (the “Company”) as of December 31, 2020, the related consolidated statement of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

/s/ BF Borgers CPA PC

We have served as the Company’s auditor since 2019.

Lakewood, CO

March 29, 2021

www.bfbcpa.us

5400 W Cedar Ave, Lakewood, CO 80226 PH: 303-953-1454 FAX: 720-251-8836

F-3

ALTITUDE INTERNATIONAL HOLDINGS, INC.

(f/k/a Altitude International, Inc.)

and Subsidiaries

Consolidated Balance Sheets

December 31,

	2021			2020
	2022			2021
ASSETS
Current assets
Cash	$	~~423~~1,~~165~~596,138		$	~~134~~423,~~003~~165
Accounts receivable, net		91738,~~520~~255			~~269~~91,~~962~~520
Inventory		~~161~~364,~~235~~025			50161,~~536~~235
Prepaid expense		88578,~~134~~158			~~202~~88,~~003~~134
Total current assets		764,054			656,504
Deferred offering costs		197,500			-
Fixed assets, net		71,036			286,099
Total current assets		3,474,076			764,054
Intangible assets, net		287,500			-
Property, equipment and land, net
Goodwill		29,493,398			-
Land		28,200,000			-
Total assets	$	30,615,988		$	942,603
Fixed assets, net		30,812,040			71,036
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
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
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Notes payable - related party	$	-		$	69,200
Notes payable, net of discounts	$	3,012,735		$	-
Notes payable		-			934,568
Accounts payable and accrued expenses		4,157,890			436,896
Accounts payable and accrued expenses		436,896			466,708
Accounts payable and accrued expenses - related party		-			113,422
Stockholders’ advance		36,211			36,211
PPP loan		~~20,800~~-			3020,~~595~~800
Deferred revenue		1,388,126			1,378,502
Loan payable		448,321			-
Total current liabilities		1,882,033			3,029,206
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
Notes payable, net of current portion		1,288,887			263,300
Other non-current liability		117,548			-
Total non-current liabilities		1,288,887			263,300
Hotel financing, non-current		50,222,517			-
Total liabilities		3,170,920			3,292,506
Notes payable, net of discounts		11,768,735			-
Commitments and contingencies - Note 7		-			-
Notes payable, net of current portion		767,129			1,288,887
Stockholders’ equity (deficit)
Total non-current liabilities		62,875,929			1,288,887
Preferred stock - no par value, 5,000,000 shares authorized, 51 and 0 shares issued and outstanding at December 31, 2021 and 2020, respectively		-			-
Total liabilities		77,901,449			3,170,920
Common stock - no par value, 600,000,000 shares authorized, 358,070,905 and 51,487,764 shares issued, issuable, and outstanding at December 31, 2021 and 2020, respectively		30,362,949			3,091,136
Commitments and contingencies - Note 8		-			-
Members’ deficit		-			(1,981,343	)
Stockholders’ equity
Additional paid in capital		-			(1,270,366	)
Preferred stock - no par value, 5,000,000 shares authorized, 51 and 51 shares issued and outstanding at December 31, 2022 and 2021, respectively		-			-
Accumulated deficit		(2,917,881	)		(2,144,876	)
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
Total stockholders’ equity (deficit)		27,445,068			(2,305,449	)
Accumulated deficit		(11,543,705	)		(2,917,881	)
Non-controlling members’ deficit		-			(44,454	)
Total stockholders’ equity		23,116,174			27,445,068
Total liabilities and stockholders’ equity (deficit)	$	30,615,988		$	942,603
Total liabilities and stockholders’ equity	$	101,017,623		$	30,615,988

The accompanying notes are an integral part of these consolidated financial statements.

F-43

ALTITUDE INTERNATIONAL HOLDINGS, INC.

(f/k/a Altitude International, Inc.)

and Subsidiaries

Consolidated Statement of Operations

For the Years ended December 31,

	2021			2020
	2022			2021
Revenue	$	612,~~595~~209,~~867~~237		$	56,~~524~~595,~~410~~867
Operating expenses
Direct costs of revenue		29,~~862~~508,~~941~~184			2,~~217~~862,~~974~~941
Professional fees		~~407~~950,~~401~~456			~~106~~407,~~639~~401
Salary expenses		2,396,915			1,478,414
Salary and related expenses		4,329,582			2,396,915
Stock-based compensation		~~657~~222,~~947~~809			-657,947
Marketing expense		~~240~~349,~~080~~268			~~108~~240,~~229~~080
Rent expense		~~648~~1,~~080~~589,699			98648,~~209~~080
Impairment expense		-			378,433
Depreciation and amortization expense		321,653			229,530
Other general and administrative expenses		12,~~804~~496,~~505~~290			1,~~723~~574,~~531~~975
Total operating expenses		919,~~017~~767,~~869~~941			69,~~111~~017,~~429~~869
Loss from operations		(27,~~422~~558,~~002~~704	)		(~~587~~2,~~019~~422,002	)
Other income (expenses)
Loss on settlement of debt		~~(11,754~~-	)		-(11,754	)
Gain on forgiveness of PPP loans		~~614~~20,~~972~~800			~~507~~614,~~207~~972
Interest expense		(22,833	)		(45,486	)
Gain on bargain purchase		238,600			-
Total other income (expenses)		580,385			461,721
Amortization of debt discount		(839,850	)		-
Net loss before non-controlling interest		(1,841,617	)		(125,298	)
Interest expense		(486,670	)		(22,833	)
Net loss attributable to non-controlling interests		-			(20,011	)
Total other income (expenses)		(1,067,120	)		580,385
Net loss	$	(18,~~841~~625,~~617~~824	)	$	(~~105~~1,~~287~~841,617	)
Earnings per share - basic and fully diluted	$	(0.01	)	$	(0.00	)
Net loss per share - basic and fully diluted	$	(0.02	)	$	(0.01	)
Weighted average number of shares of common stock - basic and fully diluted		~~189~~413,~~059~~126,~~461~~318			45189,~~323~~059,~~448~~461

The accompanying notes are an integral part of these consolidated financial statements.

F-54

ALTITUDE INTERNATIONAL HOLDINGS, INC.

(f/k/a Altitude International, Inc.)

and Subsidiaries

Consolidated ~~Statement~~Statements of Changes in Stockholders’ Equity (Deficit)

December 31, ~~2021~~2022 and ~~2020~~2021

	Shares		Par Value		Shares		Par Value		Capital			~~Deficit~~Stock			Deficit			Deficit			Total
	Preferred Stock				Common Stock				Additional						Non-controlling
												Members’			Non-
	No of		No				No		Paid in			Members’			Members’			Accumulated
	Preferred Stock				Common Stock				Additional			Deficit and			controlling
	Shares		Par Value		Shares		Par Value		Capital			Deficit and BHI Common Stock			Deficit			Deficit			Total
			No				No		Paid in			BHI Common			Members’			Accumulated
Balance, December 31, 2019		-	$	-		-	$	-	$	100		$	(1,864,881	)	$	(159,444	)	$	(37,180	)	$	(2,061,405	)
	Shares		Par Value		Shares		Par Value		Capital			Stock			Deficit			Deficit			Total
Capital contribution		-		-		-		-		-			-			135,001			-			135,001
Balance, December 31, 2020		-	$	-		-	$	-	$	100		$	(1,981,343	)	$	(44,454	)	$	-26,005		$	(2,051,702	)
Private placement sale of common stock of Breunich Holdings, Inc.
Options exercised into common stock
Options exercised into common stock, shares
Acquisition of Altitude International Holdings
Acquisition of Altitude International Holdings, shares
Reverse PrivateCo
Acquisition related
Acquisition related, shares
Net loss for the period ended December 31, 2020		-		-		-		-		-			(116,462	)		(20,011	)		11,175			(125,298	)
Balance, December 31, 2020		-	$	-		-	$	-	$	100		$	(1,981,343	)	$	(44,454	)	$	(26,005	)	$	(2,051,702	)
Balance, December 31, 2020		-	$	-		-	$	-	$	100		$	(1,981,343	)	$	(44,454	)	$	(26,005	)	$	(2,051,702	)
Balance		-	$	-		-	$	-	$	100		$	(1,981,343	)	$	(44,454	)	$	(26,005	)	$	(2,051,702	)
Acquisition of Altitude International Holdings		51		-		354,576,988		29,598,672		(100)			730,343			44,454			(1,050,259	)		29,323,110
Private placement sale of common stock of Breunich Holdings, Inc.		-		-		-		-		-			1,251,000			-			-			1,251,000
Issuance of common stock for services		-		-		3,062,500		657,947		-			-			-			-			657,947
Private placement sale of common stock of Breunich Holding, Inc.		-		-		-		-		-			1,251,000			-			-			1,251,000
Conversion of debt to common stock		-		-		181,417		87,080		-			-			-			-			87,080
Options exercised into common stock		-		-		250,000		19,250		-			-			-			-			19,250
Net loss for the period ended December 31, 2021		-		-		-		-		-			-			-			(1,841,617	)		(1,841,617	)
Acquisition of Altitude International Holdings		51		-		354,576,988		29,598,672		(100	)		730,343			44,454			(1,050,259	)		29,323,110
Net loss for the year ended December 31, 2021		-		-		-		-		-			-			-			(1,841,617	)		(1,841,617	)
Balance, December 31, 2021		51	$	-		358,070,905	$	30,362,949	$	-		$	-		$	-		$	(2,917,881	)	$	27,445,068
Balance		51	$	-		358,070,905	$	30,362,949	$	-		$	-		$	-		$	(2,917,881	)	$	27,445,068
Balance, December 31, 2021		51	$	-		358,070,905	$	30,362,949	$	-		$	-		$	-		$	(2,917,881	)	$	27,445,068
Issuance of common stock for acquisition		-		-		10,000,000		531,096		-			-			-			-			531,096
Issuance of common stock for services		-		-		5,050,000		222,809		-			-			-			-			222,809
Issuance of common stock as debt discount to loan		-		-		16,363,636		451,636		-			-			-			-			451,636
Issuance of common stock for financing		-		-		102,754,802		3,091,389		-			-			-			-			3,091,389
Net loss for the year ended December 31, 2022		-		-		-		-		-			-			-			(8,625,824	)		(8,625,824	)
Balance, December 31, 2022		51	$	-		492,239,343	$	34,659,879	$	-		$	-		$	-		$	(11,543,705	)	$	23,116,174
Balance		51	$	-		492,239,343	$	34,659,879	$	-		$	-		$	-		$	(11,543,705	)	$	23,116,174

The accompanying notes are an integral part of these consolidated financial statements.

F-65

ALTITUDE INTERNATIONAL HOLDINGS, INC.

(f/k/a Altitude International, Inc.)

and Subsidiaries

Consolidated Statements of Cash Flows

For the Years ended December 31,

	2021			2020
	2022			2021
Cash flows from operating activities:
Net loss	$	(18,~~841~~625,~~617~~824	)	$	(~~125~~1,~~298~~841,617	)
Net loss attributable to non-controlling interest		-			20,011
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization expense		321,653			229,530
Depreciation and amortization expense		229,530			51,189
Amortization of debt discount		839,850			-
Goodwill impairment		-			378,433
Stock-based compensation		222,809			657,947
Stock-based compensation		657,947			-
Bad debt expense		332,455			205,455
Bad debt expense		205,455			-
Loss on forgiveness of debt		-			11,754
Gain on forgiveness of PPP loans		(614,972	)		-
Gain on bargain purchase		(238,600	)		-
Loss on forgiveness of debt		11,754			(507,207	)
Forgiveness of PPP loan		(20,800	)		(614,972	)
Change in assets and liabilities:
Accounts receivable		(27584,~~013~~652	)		37(27,~~593~~013	)
Inventory		(~~110~~202,~~699~~790	)		(25110,~~674~~699	)
Prepaid expense		~~113~~(371,~~869~~875	)		48113,~~450~~869
Accounts payable and accrued expenses		(84,658	)		(131,654	)
Franchise fees		(101,100	)		-
Accounts payable and accrued expenses - related party		(113,422	)		(3,754	)
Deposits		(219,615	)		-
Deferred revenue		(116,413	)		(640,881	)
Accounts payable and accrued expenses		3,832,940			(84,658	)
Net cash used in operating activities		(1,690,239	)		(898,792	)
Accounts payable and accrued expenses - related party		-			(113,422	)
Cash flows used in investing activities:
Deferred revenue		1,362,320			(116,413	)
Acquisition of ALTD, net		4,122			-
Net cash used in operating activities		(3,453,229	)		(1,690,239	)
Purchase of fixed assets		(1,967	)		(11,667	)
Cash flows from investing activities:
Net cash provided by (used in) investing activities		2,155			(11,667	)
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		~~500~~13,~~000~~857,704			~~673~~500,~~465~~000
Proceeds from PPP loans		~~584,377~~-			30584,~~595~~377
Proceeds from private placement of BHI common stock		~~1,251,000~~-			-1,251,000
Partners’ capital, net		-			90,127
Proceeds from stock options exercised		-			19,250
Proceeds from stock options exercised		19,250			-
Repayment of notes payable to related parties		-			(69,200	)
Repayment of notes payable to related parties		(69,200	)		-
Repayment of financing		(377,483	)		-
Repayment of notes payable		(308,181	)		-
Deferred offering costs		(197,500	)		-
Net cash provided by financing activities		1,977,246			794,187
Repayment of notes payable		(165,091	)		(308,181	)
Net increase (decrease) in cash		289,162			(116,272	)
Net cash provided by financing activities		13,117,630			1,977,246
Cash at beginning of period		134,003			250,275
Net increase in cash		8,010,704			289,162
Cash at end of period	$	423,165		$	134,003
Cash at beginning of year		423,165			134,003
Cash paid for interest	$	23,651		$	45,522
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 acquisition	$	29,598,672		$	-
Issuance of common stock for financing	$	3,543,025		$	-
Issuance of common stock for accounts payable settlement	$	~~90,708~~-		$	-90,708
Fixed assets acquired through financing	$	57,759,518		$	-

The accompanying notes are an integral part of these consolidated financial statements.

F-76

ALTITUDE ~~INTERNATIONALHOLDINGS~~INTERNATIONAL HOLDINGS, INC.

(f/k/a Altitude International, Inc.)

and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, ~~2021 and 2020~~2022

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~~-NY~~”), was incorporated in the State of New York on July 13, 1994 as “Titan Computer Services, Inc.” On August 21, 2020, the Company filed with the State of New York to change ~~the~~ 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~~-NY~~ 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 ~~International Holdings, Inc. (“Altitude” or the “Company”)~~ entered into a Share Exchange Agreement (the “Agreement”) with Breunich ~~Holdings~~Holding, Inc., a Delaware entity (“BHI”). For financial reporting purposes, the acquisition of BHI isand athe ~~holding~~change ~~company~~ of control in connection with ~~seven~~the acquisition ~~operating~~represented ~~LLCs,~~a ~~including~~“reverse ~~CMA~~merger” ~~Soccer,~~and ~~LLC,~~BHI ~~ITA-USA~~is ~~Enterprise~~deemed ~~LLC,~~to ~~Trident~~be ~~Water~~the ~~LLC,~~accounting ~~North~~acquirer ~~Miami~~in ~~Beach~~the ~~Academy~~transaction. ~~LLC,~~BHI ~~NVL~~is ~~Volleyball~~the ~~Academy~~acquirer ~~LLC,~~for ~~Six~~financial ~~Log~~reporting ~~Cleaning~~purposes, and ~~Sanitizing~~the ~~LLC~~Company (Altitude) is the acquired company. Consequently, the assets and ~~Altitude~~liabilities ~~Wellness~~and ~~LLC~~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 shares of its common stock to the shareholders of BHI in exchange for 100% ownership of BHI. The Company also agreed to issue 51 shares of its Series A preferred stock to Gregory Breunich, CEO and primary owner of BHI, as part of the agreement.

Following the closing of the Agreement, BHI ~~will~~is be 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.

AtOn ~~the Closing of the Share Exchange Agreement on~~ July 2326, ~~2021~~2022, ~~Altitude~~the ~~acquired~~Company ~~100%~~formed ownership of BHI. as a wholly owned subsidiary and its operating companies: CMA Soccer, LLC, ITA-USA Enterprise LLC, Trident Water LLC, North Miami Beach Academy LLC, NVL Volleyball Academy LLC, Six Log Cleaning and Sanitizing LLC, and Altitude ~~Wellness~~Hospitality LLC. ~~Certain~~which ~~subsidiaries~~was ~~have~~formed ~~filed~~ for ~~dba’s to reflect~~ the ~~new corporate~~operations ~~structure and the Altitude brand. For financial reporting purposes, the acquisition~~ of ~~BHI and~~ the ~~change~~hotel ofresort ~~control~~acquired inon ~~connection~~September ~~with~~2, ~~the acquisition represented a “reverse merger” and BHI is deemed to be the accounting acquirer in the transaction~~2022. ~~BHI~~The ismembership ~~the~~interests ~~acquirer~~of ~~for~~this ~~financial~~business ~~reporting~~were ~~purposes,~~assigned ~~and~~on ~~the~~March ~~Company (Altitude International Holdings~~6, ~~Inc.) is the acquired company. Consequently~~2023, ~~the~~as ~~assets~~described ~~and~~below ~~liabilities~~ and ~~the operations that~~ are ~~reflected~~no inlonger ~~the historical financial statements~~part ~~prior~~of to the ~~acquisition~~Company’s ~~are those of BHI~~operations. ~~See Note 3.~~

On ~~November~~July 528, ~~2021~~2022, the Company formed ~~Altitude~~Rush ~~Online~~Education ~~Learning~~ LLC. On August 26, 2022, Rush Education registered as a ~~Florida~~foreign ~~limited~~corporation ~~liability~~in ~~company~~Hawaii. The AsCompany ofprojects ~~December~~Rush ~~31,~~Education ~~2021, this~~being ~~entity~~operated ~~had~~in novarious ~~activity~~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).

F-7

Nature of Operations

Altitude is a holding ~~International~~company ~~Holdings~~focused on a people-first, ~~Inc.~~global iswellness group through its operating subsidiaries which are comprised of multiple scalable related revenue streams that together create a ~~multi~~vertically integrated high-~~faceted~~performance ~~organization~~sports, ~~focused~~education, onand ~~integrating~~technology ~~advanced~~group. Our mission is to redefine and revolutionize athletic preparation and training while providing relief, opportunity, and ~~hydration~~wellness ~~technology~~to ~~with~~those ~~specialized~~that need it ~~sports~~the ~~training~~most.

~~Since~~Our sports ~~2017~~and education properties comprise what is currently known as Altitude Academies. Our wholly owned subsidiary, Altitude ~~has~~International, Inc. ~~specialized~~manufactures a variety of world-class hypoxic training chambers, which enables competitive athletes of all kinds to train in ~~creating~~a simulated ~~properly~~high-altitude ~~engineered,~~environment. ~~membrane~~This controlled oxygen-~~based~~deficient ~~designs~~environment ~~for~~coupled ~~simulated~~with ~~altitude~~specific training ~~equipment~~protocols achieves numerous scientifically proven benefits in athletic development. ~~The~~Altitude ~~product~~recently ~~line~~has ~~ranges~~launched ~~from~~its ~~personal~~high-performance atwellness ~~home use~~center, ~~machines~~Altitude Wellness, LLC, to ~~fully~~serve ~~integrated~~as ~~environmental~~the ~~rooms~~reoccurring revenue model for Altitude’s chamber technology. Altitude Water manufactures several types of Atmospheric Water Generators (“AWG”) ranging from small residential and ~~chambers~~light commercial to heavy-duty military-grade machines designed for larger-scale uses. Altitude Water’s next-generation air-to-water machines and ~~has~~our ~~been~~proprietary ~~used~~“EnviroGuard™” purification atsystem acontrolled ~~university~~by our proprietary software produce some of the purest and anfinest ~~NFL~~drinking ~~team~~water in the world. AnAltitude ~~NBA~~Water’s ~~team~~drinking ~~has~~water ~~placed~~is anhighly ~~order~~oxygenated, ideally suited for athlete hydration amid competitive performance.

~~F-8~~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.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America and has a year-end of December 31.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned ~~subsidiary, Altitude~~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, doing business as Club Med Academies and as Altitude Academies, specializes in training and education of young aspiring student-athletes from around the world, providing a pathway from middle school to college to the professional ranks. The Company has no direct relationship with Club Med. ITA’s proprietary educational model currently focuses on sports and academics. The business model is scalable to other disciplines, i.e., the arts and science sectors. It is a tuition-based business hosting boarding and non-boarding students.

~~CMA Soccer LLC, doing business as Altitude Soccer, the soccer division of Club Med Academies, hosts student~~F-athletes from multiple nations worldwide like all other Club Med Academy sports. CMAS utilizes highly specialized training methodologies blending all of the critical elements required to build an elite-level player. Those who attend participate in a 10 hour per day regimen of soccer and academics. CMAS is a college and professional bound program placing its graduates in colleges throughout the United States and even some in the professional ranks throughout Europe, South America, and the USA.8

~~NVL~~CMA ~~Academy~~Soccer LLC, doing business as Altitude ~~Volleyball~~Soccer, is the ~~beach~~soccer ~~volleyball~~division ~~and~~of ~~indoor~~Club ~~volleyball~~Med ~~tuition~~Academies, hosts student-~~based~~athletes ~~operations.~~from multiple nations ~~Most~~worldwide like all other Club Med Academy sports. CMAS utilizes highly specialized training methodologies blending all of the ~~athletes,~~critical elements ~~except~~required ~~for~~to build an elite-level player. Those who attend participate in a ~~few~~10 ~~individuals,~~hour ~~come~~per ~~from~~day ~~the~~regimen ~~USA~~of soccer and academics. CMAS ~~For~~is ~~the~~a ~~most~~college ~~part,~~and ~~Volleyball~~professional bound program placing its graduates in colleges throughout the United States and even some in the professional ranks throughout Europe, South America, and the USA. Rush Soccer is a ~~women’s~~nationally competitive youth soccer club network that ~~sport.~~administers ~~NVL~~boys’ ~~operates~~and girls’ teams internationally with proprietary training methodology, documentation, and ~~functions~~materials, ~~like~~technologies and ~~all~~platforms, ~~other~~and ~~academy~~a ~~sports~~database of individuals.

NVL Academy LLC, doing business as Altitude Volleyball, is the beach volleyball and indoor volleyball tuition-based operation. Most of the athletes, except for a few individuals, come from the USA. For the most part, Volleyball in the United States is a women’s sport. NVL operates and functions like all other academy sports.

Trident Water LLC manufactures Atmospheric Water Generators (“AWG’s”). They range from smaller residential, light commercial, and heavy-duty military-grade machines. The machines supply 12, 100, to 200 gallons per day. Trident’s patented purification process produces what management believes is the purest of water that is then put through filters replenishing the calcium and magnesium minerals to make the finest drinking water on the market today.

North Miami Beach Academy LLC, a local park operation with the City of North Miami Beach, provides junior, adult, and family programming for the city residents. In addition to the local park deliverables, NMBA operates a non-boarding tennis and academic academy. The operation has an additional location at the Florida International University on the Bay Biscayne campus.

~~Six~~Altitude ~~Log~~International, ~~Cleaning~~Inc. &manufactures ~~Sanitizing~~air separation systems and chambers to regulate oxygen, ~~LLC~~carbon ~~provides~~dioxide, ahumidity, ~~wide~~and ~~variety~~temperature levels ofin ~~services~~Altitude’s tohypoxic ~~its~~chamber ~~corporate~~training ~~customers,~~environments. ~~including~~Altitude’s ~~but~~chambers ~~not~~simulate ~~limited~~altitudes ~~to: general~~from ~~office~~0-39,000 ~~cleaning~~feet, ~~carpet~~ideal for ~~cleaning,~~athletic ~~window~~training. ~~cleaning~~Altitude’s chambers are currently utilized by the National Football League (“NFL,” the Miami Dolphins) and ~~other~~one ~~janitorial~~university ~~protocols.~~(Tulane ~~Fogging~~University) sports teams to ~~prevent~~train and ~~protect~~develop ~~against~~their ~~exposure to~~athletes. ~~various~~An ~~bacteria,~~Altitude ~~fungi,~~chamber ~~and~~was ~~viruses~~installed in is2022 ~~another~~for ~~Six~~a ~~Log~~National ~~offering~~Basketball Association (“NBA,” Orlando Magic).

Altitude ~~International,~~Wellness ~~Inc.~~LLC ~~manufactures~~is ~~air~~our ~~separation~~high-performance ~~systems~~wellness ~~and~~reoccurring ~~chambers~~revenue tomodel ~~regulate~~designed ~~oxygen,~~to ~~carbon~~augment ~~dioxide,~~Altitude ~~humidity~~Chamber ~~and~~sales ~~temperature~~offering various ~~levels~~experiences inthat ~~Altitude’s~~enhance ~~hypoxic~~your ~~chamber~~overall ~~training~~fitness ~~environments~~and well-being. ~~Altitude’s~~Multiple ~~chambers~~modalities ~~simulate~~ranging ~~altitudes~~ from ~~0-39~~altitude chambers,~~000~~ ~~feet~~cryo chambers, ~~ideal~~ozone ~~for~~chambers, ~~athletic~~IV ~~training.~~therapy, ~~Altitude’s~~infrared ~~chambers~~sauna, and neurofeedback are ~~currently~~just ~~utilized~~a byfew of the ~~National~~treatments ~~Football~~that ~~League~~will ~~(“NFL,”~~be ~~the~~available. ~~Miami~~The Altitude Wellness ~~Dolphins)~~Experience ~~and~~will ~~one~~be ~~university~~a ~~(Tulane~~combination ~~University)~~of ~~sports~~a ~~teams~~hundred tolittle ~~train~~things ~~and~~that ~~develop~~make ~~their~~each ~~athletes~~member feel special. AnThe ~~Altitude~~highly ~~chamber~~trained staff will include nurses, dietitians, trainers, therapists, and health specialists. Each will know the patient by name and be ~~installed~~familiar with their profile, ~~for~~which awill ~~National~~be ~~Basketball~~completed ~~Association~~on ~~(“NBA~~the app and available to the Experience Specialists upon each check-in. As of December 31,” ~~Orlando~~2022, ~~Magic)~~Altitude Wellness ~~shortly~~is not operating.

Altitude Online Learning LLC was established in 2021 to support and address the global demand for distance learning. This is a natural extension of our existing brick-and-mortar academic operations. Through our Cognia™ Performance Accreditation by the Cognia Global Commission, Altitude Online Learning is fully accredited. The economics of an online distance school presents a significant potential opportunity. Now students from around the world will have the opportunity to earn an American diploma in their home countries while attending Altitude Online Learning.

Altitude Sports Management Corp. has not been defined for its use as of December 31, 2022.

Altitude Hospitality LLC was established in 2022 to be the operations for the hotel resort acquired on September 2, 2022. On March 6, 2023, Altitude Hospitality was assigned to FVP Servicing (see Note 14) as part of a Settlement Agreement.

F-9

~~Altitude~~Rush ~~Wellness~~Education LLC ~~focuses~~was onestablished ~~helping~~in ~~our~~2022 ~~members reach~~to ~~their~~house ~~individual~~all ~~health~~of ~~goals~~Rush’s byclub ~~offering~~operations ~~various~~and ~~experiences~~to ~~that~~bring ~~enhance~~ the ~~way~~Altitude ~~you~~Academies ~~look~~training and education ~~feel.~~model ~~Multiple~~to ~~modalities~~the ~~ranging from~~network ~~altitude~~of ~~chambers,~~Rush ~~cryo~~Soccer ~~chambers,~~clubs ~~ozone~~delivering ~~chamber,~~sport ~~red~~and ~~light~~academic ~~therapy,~~training IVthroughout ~~therapy,~~the ~~infrared~~day. ~~sauna,~~The ~~and~~Altitude ~~neuro~~Rush ~~feedback~~relationship was ~~are~~developed ~~just~~to afulfil ~~few of~~Altitude’s ~~the~~initiative ~~treatments~~to ~~that~~consolidating ~~will~~soccer beclubs ~~available~~in the United States. The ~~Altitude~~business ~~Wellness~~brings ~~Experience~~academics together ~~will~~with beelite asoccer ~~combination~~training, ofcreating a ~~hundred~~comprehensive ~~little~~high-performance ~~things~~environment ~~that~~for ~~make each~~all ~~member~~of ~~feel~~its ~~special~~students. ~~From~~Blended ~~warm~~learning gives ~~and~~student-athletes ~~chilled~~the ~~eucalyptus~~opportunity ~~towels~~to ~~when~~focus ~~you~~on ~~arrive~~their tosport ~~fresh~~and ~~juices~~education ~~and~~in ~~healthy~~a ~~snacks,~~block-style ~~all~~schedule isthat ~~vital~~provides togreater opportunity ~~the~~to ~~experience.~~achieve ~~The~~their ~~highly~~best. ~~trained~~This ~~staff~~concept ~~will~~has ~~include~~been ~~nurses,~~in ~~dietitians,~~practice ~~trainers,~~for ~~therapists,~~35 years and ~~health~~can ~~specialists.~~be ~~Each~~credited ~~will~~for ~~know~~ the ~~patient~~college byplacement ~~name~~of ~~and~~thousands beof ~~familiar~~student-athletes, on ~~with~~athletic ~~their~~and ~~profile~~academic scholarships, ~~which~~to ~~will~~every betype ~~completed~~of onhigh-level ~~the~~form ~~app~~of ~~and~~education available to– ~~the~~NCAA: ~~Experience~~DI, ~~Specialists~~II, and III, NAIA, Junior ~~upon~~College, ~~each~~etc. ~~check-in~~Rush Education is different from most schools. Asbecause of ~~December~~its ~~31,~~custom ~~2021,~~individualized ~~Altitude~~approach ~~Wellness~~to isblending ~~not~~soccer ~~operating~~and academic training on a daily basis at the club.

~~Altitude~~Liquidity ~~Online Learning LLC was recently established in 2021 to support~~ and ~~address~~Going the global demand in distance learning. This is a natural extension to our existing brick-and-mortar academic operations. Through our corporation system status, Altitude Online Learning is fully accredited. The economics of an online distance school presents significant potential opportunity. Now students from around the world will have the opportunity to earn an American diploma in their home countries while attending Altitude Online Learning.Concern

~~Altitude~~We ~~Sports~~have ~~Management~~incurred ~~Corp.~~recurring ~~has~~losses ~~not~~since ~~been~~inception ~~defined~~and ~~for~~expect ~~its~~to ~~use~~continue to incur losses as a result of legal and professional fees and our corporate general and administrative expenses. On December 31, ~~2021~~2022, we had $1,596,138 in cash. Our net loss incurred for the year ended December 31, 2022 was $8,625,824 and the working capital deficit was $11,551,443 on December 31, 2022. As a result, there is substantial doubt about our ability to continue as a going concern. In the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition and long-term prospects. The Company expects to seek to obtain additional funding through increased revenues and future financings. There can be no assurance as to the availability or terms upon which such financing and capital might be available. The accompanying financial statements have been prepared assuming that the Company will continues as a going concern.

All intercompany accounts and transactions are eliminated in consolidation.

Going Concern and Liquidity

We have incurred recurring losses since inception and expect to continue to incur losses as a result of legal and professional fees and our corporate general and administrative expenses. On December 31, 2021, we had $423,165 in cash. Our net losses incurred for the year ended December 31, 2021 were $1,841,617 and working capital deficit was $1,117,979 at December 31, 2021. As a result, there is substantial doubt about our ability to continue as a going concern. In the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition and long-term prospects. The Company expects to seek to obtain additional funding through increased revenues and future financings. There can be no assurance as to the availability or terms upon which such financing and capital might be available. The accompany financial statements have been prepared assuming that the Company will continues as a going concern.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash ~~and Cash Equivalents~~

Cash is comprised of cash balances. Cash is held at major financial institutions and is subject to credit risk to the extent that those balances exceed applicable Federal Deposit Insurance Corporation (“FDIC”) insurance amounts of $250,000. ~~The~~ From time to time, the Company has ~~had~~certain ~~material~~cash balances, inincluding ~~excess~~restricted ofcash, ~~the~~that may exceed insured limits. asThe ofCompany ~~December~~utilizes ~~31,~~large ~~2021,~~banking ~~and~~institutions that ~~2020~~are ofreputable ~~approximately~~therefore ~~$173,000 and~~mitigating ~~$0, respectively~~the risks.

~~F-10~~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 for tuition is recorded by the Company.~~ As of December 31, ~~2021~~2022, and ~~2020~~2021, the net accounts receivable balances were $91738,~~520~~ 255 and $~~269~~91,~~962~~520, net of allowances. There were allowances for doubtful accounts of $~~205~~536,~~455~~ 191 and $~~0 at~~205,455 on December 31, ~~2021~~2022, and ~~2020~~2021, respectively. The credit terms provided are as follows:

1. Altitude Academies – The tuition is paid typically in two installments but, on a case-by-case basis, modifications do occur.

	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.

~~2. Altitude Water – The normal credit terms is 50% down with final payment upon delivery.~~F-10

3. Altitude Water – The normal credit terms are 50% down with final payment upon delivery. 4. Altitude Chambers – The normal credit terms isare 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 isare 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. These costs relate to the Company’s capital raise and Form S-1 as filed and are for legal and professional fee expenses. Upon completion of the financing, these costs will be capitalized accordingly.

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 years~~	1 – 6 years
Machinery and equipment	~~3 – 5 years~~	3 – 5 years
Leasehold improvements	~~Lesser of lease term or estimated useful life~~	Lesser of lease term or estimated useful life
Operating / shop equipment	~~4 – 7 years~~	4 – 7 years
Transportation equipment	5 – 6 years
Transportation equipment Hotel		5 – 6 years 39 years

Leases

In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) as codified in Accounting Standards Codification (“ASC”) No. 842 (“ASC 842”). ASU 2016-02, ASC 842, and additional issued guidance are intended to improve financial reporting of leasing transactions by requiring organizations that lease assets to recognize assets and liabilities for the rights and obligations created by leases that extend more than twelve months. As a result of the adoption of the new lease accounting guidance using the effective date transition method, on January 1, 2019, the Company did not have any lease obligations that extended more than twelve months except for two warehouse leases for Trident Water, which were thirteen months.

We include options to extend or terminate the lease in the lease term for accounting considerations, when it is reasonably certain that we will exercise that option. Our leases have remaining lease terms of less than 1 year. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We do not recognize leases with an initial term of twelve months or less on the balance sheet and instead recognize the related lease payments as expense in the consolidated statements of income on a straight-line basis over the lease term. We account for lease and non-lease components as a single lease component for all asset classes. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Inventory and Direct Costs of Revenue

The inventory is comprised of Atmospheric Water Generators (“AWG’s”) at Trident, ~~and~~ chamber related parts at Altitude International, food and ~~are~~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, ~~2021~~2022, and ~~2020~~2021, the inventory was valued at $~~161~~364,~~235~~025 and $50161,~~536~~235, respectively.

Inventory is comprised of:

SCHEDULE OF INVENTORY

Finished Goods	$	33,000
	12/31/22		12/31/21
Parts	$	128,235
Finished goods	$	94,133	$	33,000
Total	$	161,235
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. Long lived assets are reviewed for impairment whenever ~~events~~ events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Revenue Recognition

Our sales are generated from three revenue streams: 1) contracts with customers for the design, development, manufacture, and installation of simulated altitude athletic equipment, 2) sports training and academic tuition, and 3) water filtration systems. For the simulated athletic equipment and the water filtration systems, we provide our products under fixed-price contracts. Under fixed-price contracts, we agree to perform the specified work for a pre-determined price. To the extent our actual costs vary from the estimates upon which the price was negotiated, we will generate more or less profit or could incur a loss.

F-11

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 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 ~~filtration~~generators ~~systems~~(“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 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 ~~amount~~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, ~~2021~~2022, and ~~2020~~2021, deferred revenue amounted to $12,~~388~~970,~~126 and~~363 and $1,~~378~~388,~~502~~126, respectively.

Stock-Based Compensation

The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method.

F-12

~~Non~~Stock-~~controlling~~Based ~~interest~~Compensation

~~Non-controlling~~The ~~interest~~Company ~~represents~~accounts ~~third~~for stock-~~party~~based ~~ownership~~instruments issued to employees in ~~the~~accordance ~~net~~with ~~assets~~ASC ~~and~~Topic ~~partnership~~718, ~~interests~~Compensation in– ~~all~~Stock ofCompensation, and ~~our~~Certain ~~consolidated~~Redeemable ~~subsidiaries~~Financial Instruments. ~~For~~ASC ~~financial reporting~~Topic ~~purposes,~~718 requires companies to recognize in the ~~assets~~statement ~~and~~of ~~liabilities~~operations the grant-date fair value of ~~our~~stock ~~majority~~options and other equity-~~owned~~based ~~subsidiary~~compensation ~~consolidated~~issued ~~with~~to ~~those~~employees. The value of the ~~Company’s~~portion ~~wholly owned~~of ~~subsidiaries,~~an ~~with~~award ~~any~~that ~~third-party~~is ~~investor’s~~ultimately expected ~~interest~~to ~~shown~~vest is recognized as ~~non~~an expense over the requisite service periods using the straight-~~controlling~~line ~~interest~~attribution method.

For the year ended December 31, 2020, the Company had $20,011 related to non-controlling interest. In January 2021, BHI was formed and became the parent company of ITA, where the non-controlling interest parties were. BHI issued the non-controlling interest parties stock in BHI which was exchanged for common stock of ALTD at the time of the transaction between BHI and ALTD. The common stock of ALTD given to the former non-controlling interest parties was from the stock issued to BHI in the transaction.

Fair Value of Financial Instruments

The book values of cash, accounts receivable, and accounts payable approximate their respective fair values due to the short-term nature of these instruments. The fair value hierarchy under GAAP distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs).

The hierarchy consists of three levels

	●	Level one — Quoted market prices in active markets for identical assets or liabilities;
	●	Level two — Inputs other than level one inputs that are either directly or indirectly observable; and
	●	Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter.

Net Loss Per Share

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by ~~Financial Accounting Standards~~FASB, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. The Company does not have any dilutive shares of common stock as of December 31, ~~2021~~2022, or ~~2020~~2021.

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are ~~recognized~~ recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled.

The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of December 31, ~~2021~~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, ~~2021~~2022.

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

F-13

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

Goodwill and Intangible Assets

The Company accounts for intangible assets in accordance with the authoritative guidance issued by the FASB. Intangibles are valued at their fair value and are amortized taking into account the character of the acquired intangible asset and the expected period of benefit. The Company evaluates intangible assets for impairment, at a minimum, on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated undiscounted future cash flows. Recoverability of intangible assets is measured by comparing their net book value to the related projected undiscounted cash flows from these assets, considering a number of factors, including past operating results, budgets, economic projections, market trends, and product development cycles. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired, and a second test is performed to measure the amount of impairment loss. The Company tests its goodwill using a market-based approach to determine the ~~estimated~~ estimated fair value of the reporting unit as to which the goodwill has been allocated. As of December 31, ~~2021~~2022, based on the assessment of Management, the Company determined that goodwill associated with the share exchange in which the Company acquired BHI ~~amounting~~amounted to $29,493,398. ~~The~~ The Company will evaluate goodwill annually for any impairment. The Company also determined that the acquisition of Soccer Partners (see Note 3) was at a bargain purchase of $234,166. The Company will have an independent valuation of the acquisition to determine any change in the estimated amount recorded.

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt with Conversion and Other Options, which simplifies accounting for convertible instruments. The new guidance eliminates two of the three models in ASC 470-20, Debt, that require separating embedded conversion features from convertible instruments. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation. The guidance is effective for fiscal ~~years~~year ~~beginning after December 15, 2021~~2022. ~~The~~There ~~Company~~was isno ~~currently~~impact ~~evaluating~~to the ~~impact of~~Company’s ~~ASU 2020-06 on its~~ consolidated financial statements.

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.

NOTE 3 – ~~REVERSE MERGER~~ACQUISITION

~~Acquisition~~Soccer ofPartners ~~Breunich Holdings, Inc.~~America

On ~~July~~March 67, ~~2021~~2022, Altitude International Holdings, Inc. ~~(“Altitude”)~~and CMA Soccer LLC entered into a ~~Share~~Consulting, ~~Exchange~~Management and License Agreement with ~~(the~~Soccer Partners America (“~~Agreement~~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 ~~BHI~~CMA Soccer, will establish a ~~Delaware~~Rush ~~entity~~residential academy program and a men’s professional soccer team. ~~The~~As ~~Agreement~~part ~~closed~~of onthe ~~July~~agreement, 23certain members of the management of Soccer Partners were granted a combined total of 10,000,000 ~~2021~~shares of common stock of the Company and employment agreements for five individuals. ~~BHI~~The Company’s common stock is not historically traded at a ~~holding~~significant ~~company~~volume ~~with~~which ~~seven~~has ~~operating~~caused ~~LLCs,~~significant ~~including~~fluctuations ~~CMAS~~in the price per share. For the initial valuation, the ~~ITA~~stock was valued at $0.0556 per share per the closing price on March 4, ~~Trident~~2022, ~~NMBA~~or $560,000. The ~~NVL~~Company also pays consideration of $20,000 ~~Six~~per year ~~Log~~for a period of 20 years, ~~and~~or ~~Altitude~~$400,000, to ~~Wellness~~Soccer Partners. ~~These~~The ~~entities~~Company ~~have~~had ~~since~~an ~~been~~independent ~~rebranded~~valuation ~~with~~of ~~“Altitude”-specific~~the transaction and the fair value of the assets and ~~names~~liabilities acquired. It was determined that the acquisition resulted in a bargain purchase of $234,166.

~~Pursuant~~The tofollowing ~~the~~table ~~terms~~summarizes of the ~~Agreement,~~consideration ~~the~~given ~~Company issued 295,986,724 shares of its common stock to the shareholders of BHI in exchange~~ for ~~100% ownership~~Altitude ofand ~~BHI (~~the ~~“Share~~provisional ~~Compensation”).~~fair ~~The~~values Company’s common stock is not historically traded at significant volume which has caused significant fluctuations in the price per share. For the initial valuation, the stock was valued at $0.331 per share per the closing price on July 22, 2021, or $97,971,606. The Company performed a valuation of the ~~BHI~~assets ~~acquisition,~~ and ~~the~~liabilities ~~value was determined to be $29,493,398 based on the fair value of BHI~~ assumed at the acquisition date. ~~The goodwill is attributable to common synergies, the workforce.~~


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

F-14

~~Gregory~~Pro-Forma ~~Breunich,~~Financial ~~a primary owner and CEO of BHI, was appointed as CEO, CFO and Director of the Company in January 2021 as the two companies worked to finalize the Agreement.~~Information

The following ~~table~~unaudited pro-forma data summarizes the ~~consideration~~result ~~given~~of operations for ~~Altitude~~the years ended December 31, 2022, and 2021, as if the ~~fair~~acquisition Rush ~~values~~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 ~~assets~~results ~~and~~of ~~liabilities~~operations ~~assumed~~that atwould have been achieved if the acquisition ~~date~~had taken place on January 1, 2021.

SCHEDULE OF ~~BUSINESS~~PRO-FORMA ~~ACQUISITION~~ FINANCIAL INFORMATION

Consideration given:
	ALTD			Soccer			Adjustments		Total
Common stock shares given	$	29,598,672
	For the Year Ended December 31, 2022
Total consideration given	$	29,598,672
				Rush			Pro-forma
Fair value of identifiable assets acquired, and liabilities assumed:
	ALTD			Soccer			Adjustments		Total
Cash	$	4,122
Revenue and income, net	$	9,295,346		$	3,347,897		$	-	$	12,643,243
Prepaid expenses		39,208
Operating expenses		17,381,677			3,352,588			-		20,734,265
Notes payable		(20,800	)
Loss from operations		(8,086,331	)		(4,691	)		-		(8,091,022	)
Accounts payable and accrued expenses		(55,008	)
Other income (expense)		(1,084,318	)		140,800			-		(943,518	)
Deferred revenue		(126,037	)
Net income (loss)	$	(9,170,649	)	$	136,109		$	-	$	(9,034,540	)
Shareholder advance		(36,211	)
Net loss per common share – basic and fully diluted	$	(0.02	)						$	(0.02	)
UK Sporting Edge license		300,000
Weighted average number of common shares outstanding during the period – basic and fully diluted		413,126,318								413,126,318
Total identifiable net liabilities		105,274
Goodwill		29,493,398
Total consideration	$	29,598,672

Accounting Treatment of the Merger

	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

For financial reporting purposes, the Share Exchange represented a “reverse merger” and BHI was deemed to be the accounting acquirer in the transaction. The Share Exchange has been accounted for as a reverse-merger.

Breunich Holdings, Inc. is deemed to be the acquirer for financial reporting purposes, and Altitude International Holdings, Inc. is treated as the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the Share Exchange are those of BHI and are recorded at the historical cost basis of BHI, and the financial statements after completion of the Share Exchange will include the assets and liabilities of ALTD and BHI, and the historical operations of BHI and ALTD from the acquisition date forward.

Goodwill is not deductible for income tax purposes.

The information below represents the revenues and earnings of the combined entities as if the business combination had occurred on January 1, 2020:

SCHEDULE OF REVENUES AND EARNINGS OF BUSINESS COMBINATION

	2021			2020
Revenues	$	6,595,867		$	5,525,596
Net loss	$	(5,015,908	)	$	(433,834	)

The amount of revenues and net loss in the consolidated Statement of Operations attributable to the acquired entity for the year ended December 31, 2021 is $0 and $914,059, respectively.

F-15

NOTE 4 – FIXED ASSETS

The Company has fixed assets related to computer and equipment, furniture and fixtures, leasehold improvements, operating / shop equipment, and transportation equipment. The depreciation of the equipment is over a three-year period. As of December 31, ~~2021~~2022, and ~~December 31~~2021, ~~2020,~~ the Company had fixed assets, net of accumulated depreciation, of $7130,~~036~~ 812,040 and $~~286~~71,~~099~~036, respectively. The fixed assets are as follows:

SCHEDULE OF FIXED ASSETS

	2021		2020
	December 31,		December 31,
	December 31,
	2022		2021
	2021		2020
Hotel	$	30,945,527	$	-
Computer and equipment	$	~~148~~223,~~893~~827	$	~~146~~148,~~925~~893
Furniture and fixtures		1727,~~331~~786		17,331
Leasehold improvements		~~234~~162,~~835~~840		~~162~~234,~~840~~835
Operating / shop equipment		~~185~~257,~~128~~428		~~257~~185,~~124~~128
Transportation equipment		3638,~~991~~427		36,991
Total fixed assets		~~623~~31,~~178~~655,835		~~621~~623,~~211~~178
Less: Accumulated depreciation		~~552~~843,~~142~~795		~~335~~552,~~112~~142
Total fixed assets, net	$	7130,~~036~~812,040	$	~~286~~71,~~099~~036

Depreciation for the years ended December 31, ~~2021~~2022, and ~~2020~~2021 was $~~217~~291,~~030~~ 653 and $51229,~~189~~530, respectively.

~~NOTE 5 – GOODWILL AND INTANGIBLE ASSETS~~ F-15

~~The~~NOTE ~~Company~~5 ~~has~~– ~~goodwill related to the acquisition of Altitude International Holdings~~RESERVES, ~~Inc.~~LEASE ~~As of December 31~~AGREEMENT, ~~2021,~~PURCHASE ~~and~~OPTION ~~December 31,~~FOR ~~2020,~~ACQUISITION ~~the~~AND ~~Company~~SETTLEMENT ~~had goodwill of $29,493,398 and $0, respectively.~~ AGREEMENT

~~The Company has intangible assets related to the license agreement between~~ Altitude ~~International,~~Hospitality ~~Inc.~~Transactions and Sporting Edge. The Company is amortizing this intangible asset over a period of ten years. As of December 31, 2021, and 2020, the intangible assets were $287,500 and $0, respectively. For the years ended December 31, 2021, and 2020, the Company recorded amortization expense for intangible assets of $12,500 and $0, respectively. The amortization for 2021 was for five months.Divestiture

~~The~~In September 2022, Altitude ~~future~~Hospitality, ~~amortization~~LLC (“Altitude Hospitality”), then our wholly owned subsidiary, entered into a series of transactions related to the ~~license~~control ~~agreement~~of isthe asoperations ~~follows:~~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.

~~Schedule of~~Purchase ~~Intangible Assets, Future Amortization Expense~~Agreement

	$	2021
2022	$	30,000
2023		30,000
2024		30,000
2025		30,000
2026		30,000
Thereafter		137,500
Total	$	287,500

On April 27, 2022, the Company entered into that certain Purchase and Sale Agreement (the “Property PSA”) for the purchase by the Company of the 216-acre, 335-room, Port St. Lucie, Florida property formerly operated under the name “Club Med Sandpiper Bay” (the “Property”) from Sandpiper Resort Properties, Inc. and Holiday Village of Sandpiper, Inc. (collectively, “Sandpiper”). Pursuant to the terms of the Property PSA the Company was allowed to assign its rights under the Property PSA.

~~NOTE~~On September 2, 2022, the 6Company –assigned ~~NOTES~~to ~~PAYABLE~~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 to be paid to Sandpiper by STORE. The title to the Property was conveyed to STORE through the Property PSA in a simultaneous closing.

~~SCHEDULE~~Through the agreements described OFbelow, ~~NOTES~~Altitude ~~PAYABLE~~ Hospitality operates the resort as “Sandpiper Bay Resort” under the “Trademark Collection® by Wyndham”.

	December 31, 2021						December 31, 2020
			Accrued						Accrued
	Principal		Interest		Total		Principal		Interest		Total
SBA EIDL	$	149,169	$	-	$	149,169	$	-	$	-	$	-
FVPO Funds		91,758		20,574		112,332		-		-		-
Grand Slam		434,560		-		434,560		464,560		-		464,560
FVPO Funds		500,000		-		500,000		-		-		-
SBA EIDL		113,400		-		113,400		-		-		-
SBA PPP		-		-		-		30,595		-		30,595
SBA		-		-		-		263,300		-		263,300
Feenix Payment Systems		-		-		-		200,000		24,359		200,000
Feenix Payment Systems		-		-		-		169,208		17,992		169,208
Amigh, LLC		-		-		-		80,000		-		80,000
Total	$	1,288,887	$	20,574	$	1,309,461	$	1,207,663	$	42,351	$	1,250,014

Financing Agreement

~~On March~~Concurrently 2,with ~~2018,~~the ~~Frost,~~assignment of ~~then~~the aProperty ~~director,~~PSA ~~loaned~~and the ~~Company~~ultimate ~~$40,000~~purchase inof the ~~form~~Property ofby aSTORE, ~~unsecured~~Altitude ~~promissory~~Hospitality ~~note.~~entered ~~The~~into ~~note~~a ~~bears~~lease ~~interest~~agreement with STORE offor ~~20%~~Altitude ~~and~~Hospitality’s ~~has~~lease ~~the~~and ~~term~~use of ~~one~~the ~~year,~~Property atthrough ~~which~~September ~~time~~30, ~~all~~2042, ~~principal~~with ~~and~~five-year ~~interest~~extension ~~will~~options bethrough ~~paid~~2062 (the in“Lease”). aThe ~~balloon~~base ~~payment.~~annual Inrental ~~February~~under ~~2021,~~ the ~~Company~~ ~~paid~~Lease ~~this~~is ~~note~~$4,400,000, ~~which~~subject ~~was~~to incertain ~~default~~adjustments, and ~~accrued~~the ~~interest~~security deposit required is $6,600,000.

~~On August~~The ~~10,~~Company ~~2018,~~agreed ~~Frost,~~to aunconditionally guarantee ~~director, loaned~~ the ~~Company~~payment ~~$13,000~~and inperformance ~~the form~~ of aAltitude ~~unsecured~~Hospitality ~~promissory~~under ~~note.~~the ~~The~~Lease ~~note~~until ~~bears~~all ~~interest~~obligations ~~of 20%~~are ~~and~~paid ~~has~~under the ~~term~~Lease. Any debt of ~~six~~the ~~months,~~Company atis ~~which~~and ~~time~~will ~~all~~be ~~principal~~subordinated ~~and~~to ~~interest~~the ~~will~~indebtedness beof ~~paid~~Altitude inHospitality ato ~~balloon~~STORE ~~payment~~under the Lease. InThe ~~February~~guarantee ~~2021,~~of the Company ~~paid~~under ~~this~~the ~~note,~~Lease ~~which~~has ~~was~~not inbeen ~~default,~~removed ~~and~~or ~~accrued~~assigned ~~interest~~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

F-16

OnManagement November 5, 2018, Frost, a director, loaned the Company $500 in the form of a unsecured promissory note. The note bears interest of 8% and has the term of six months, at which time all principal and interest will be paid in a balloon payment. In February 2021, the Company paid this note, which was in default, and accrued interest.Agreement

On ~~April~~ 9,August ~~2020~~6, ~~Kanuth~~2022, anthe ~~officer~~ Company and ~~director,~~Altitude ~~loaned~~Hospitality ~~the Company $1~~LLC,~~500~~ inentered ~~the~~into ~~form of~~ a ~~unsecured~~Hotel ~~promissory~~Management ~~note.~~Agreement ~~The note bears interest of 8% and has~~ (the ~~term~~“Management ofAgreement”) ~~one~~with ~~year,~~Our atTown ~~which~~Hospitality LLC ~~time~~doing ~~all~~business ~~principal~~as ~~and~~OTH ~~interest~~Hotels ~~will~~Resorts, ~~be paid in~~ a ~~balloon~~Virginia ~~payment.~~limited Onliability ~~April~~company ~~30, 2021,~~ (the ~~principal and interest were paid in full~~“Manager”).

~~On April~~Loan 15, 2020, Kanuth, an officer and director, loaned the Company $4,200 in the form of a unsecured promissory note. The note bears interest of 8% and has the term of one year, at which time all principal and interest will be paid in a balloon payment. On April 30, 2021, the principal and interest were paid in full.Agreement

On September 2, 2022, the ~~May~~Company, 5Altitude Hospitality and Trident Water, ~~2020~~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) 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 “September Loan”). In addition, amounts due under earlier bridge loans by the lender to the Company ~~received~~in amounts totaling $203,~~800~~250,000 were included in the ~~form~~September ofLoan Agreement and had a ~~loan~~maturity ~~through~~date of the ~~CARES~~earlier ~~Act~~of (i) ~~Paycheck~~November ~~Protection~~30, ~~Program~~2022, or (ii) the date the Company uplists to NASDAQ. ~~The~~As ~~balance~~additional atconsideration ~~December 31~~for the September Loan, ~~2021~~FVP ~~was~~or ~~$20~~its designees received 102,~~800~~754,802 restricted shares of common stock of the Company (the “Loan Consideration Shares”).

~~On January~~Pursuant ~~11,~~to ~~2019, ITA entered into a Revolving Loan Commitment (~~the ~~“Credit~~Revenue Share Agreement~~”) with Feenix Payment Systems (“Feenix”)~~, ~~which~~ ~~provided~~Altitude ~~for~~Hospitality ~~total~~agreed ~~borrowings of up~~ to ~~$200,000.~~pay ~~During~~FVP ~~2020,~~an ~~ITA-USA~~amount ~~Enterprise~~equal ~~converted~~to ~~the~~twenty ~~credit~~percent ~~agreement into a Term Loan Commitment~~ (~~the “Loan Note”~~20%) ~~in the amount~~ of ~~$200,000.~~all ~~The~~net ~~Loan~~operating ~~Note~~income ~~bears interest at a rate of 12% per year. Loan payments are interest only with~~ (the ~~principal balance due at the maturity date. As of December 31, 2021, and 2020, the balances of loan notes~~“Revenue ~~payable~~Share”) ~~were~~for $0such ~~and~~calendar ~~$200,000,~~quarter ~~respectively. The loan note matured~~ (on ~~January 15, 2021. On January 15, 2021, the Company converted the loan to~~ a ~~24-month~~cumulative ~~term loan~~basis). ~~The balance on this note payable was paid on June 20, 2021.~~

~~On January~~Pursuant ~~11,~~to ~~2019, ITA entered into a Term Loan Commitment (~~the ~~“Loan Note”) with Feenix~~Exclusivity Agreement, ~~which~~the ~~provides~~Company ~~for a loan of $300,000. The loan note has a three-year term~~ and ~~bears~~its ~~interest~~subsidiaries atagreed ~~a rate of 8.5% per annum. The loan note may be prepaid at any time prior~~ to ~~maturity~~use ~~with~~Feenix noPayment ~~prepayment penalties. As of December 31~~Systems, ~~2021,~~LLC ~~and~~(“FPS”) ~~2020,~~as the ~~balances~~exclusive ofagent ~~the~~to ~~loan~~provide credit ~~note~~card ~~payable~~processing ~~were $91,758~~ and ~~$169,208, respectively.~~related ~~This note was paid in full on January 3, 2022~~services. The ~~Loan~~Exclusivity ~~Note~~Agreement ~~had~~shall ~~certain~~remain ~~covenants~~in ~~regarding~~effect ~~financial~~until ~~reporting~~one ~~and new~~year ~~loans~~after ~~which~~all ~~Feenix~~obligations ~~has~~under the ~~provided~~September ~~waivers~~Loan inAgreement ~~regard~~have tobeen ~~those requirements~~satisfied.

~~On October~~Pursuant ~~31,~~to ~~2011,~~the ~~ITA~~Security Agreement ~~entered~~and ~~into~~Payment aGuaranty, ~~Promissory Loan (~~the ~~“Loan~~Company’s ~~Note”)~~wholly ~~with~~owned ~~Grand~~subsidiaries ~~Slam Partners~~ (~~“Grand~~except ~~Slam”), which provides~~ for aRush ~~loan of $735~~Education,~~714. Beginning~~ onLLC) ~~December~~have ~~31,~~agreed ~~2012,~~to ~~and on or before December 31st thereafter until the loan note is paid in full, ITA shall pay~~guarantee ~~an annual lump sum payment at~~ the ~~conclusion~~Borrowers’ ofobligations ~~each~~under ~~calendar year equal to~~ the ~~greater of 25% of net profits of the corresponding calendar year or $30,000 (“Scheduled Annual Payment”). The~~ Loan ~~Note~~and ~~may~~have bepledged ~~prepaid~~their atequity ~~any time prior to maturity with no prepayment penalties. As of December 30, 2021,~~ and ~~2020,~~granted ~~the~~a ~~balances of~~security ~~the~~interest ~~loan~~in ~~note~~all ~~payable~~their ~~were $434,560 and $464,560, respectively~~assets.

OnThe ~~May~~September ~~27,~~Loan ~~2020,~~contains customary ~~and August 25~~representations, ~~2020~~warranties, ~~ITA and NVL received unsecured loans from the Small Business Administration (“SBA”) of $149~~covenants,~~900 and~~ ~~$113~~indemnification,~~400, respectively.~~ ~~These 2020 SBA loans bear interest at 3.75% per annum~~ and ~~are~~other ~~payable~~terms ~~over 30 years with all payments of principal and interest deferred~~ for ~~the~~transactions ~~first twelve months. Substantially all~~ of ~~the~~a ~~assets~~similar ~~of the Company are pledged as security for this loan~~nature. ~~The balance at December 31, 2021 is $149,169 and $113,400, respectively. These notes are secured by substantially all assets of ITA and NVL.~~

OnFVP ~~March~~and ~~29,~~Altitude ~~2018~~Hospitality entered into two separate agreements related to the Loan on September 2, ~~CMA~~2022. ~~entered~~A ~~into~~Consent anAgreement ~~unsecured~~with STORE allows Altitude Hospitality ~~Loan~~to ~~Commitment~~enter (“into the Loan ~~Note”)~~Agreement and Security Agreement with ~~Amigh,~~FVP ~~LLC,~~and ~~which~~requires ~~provided~~STORE ~~for~~to agive ~~loan~~FVP notice of ~~$80,000.~~default ~~The~~and ~~loan~~an ~~has~~opportunity ato cure ~~three-year~~if ~~term~~Altitude ~~and~~Hospitality ~~bears no~~does ~~interest.~~not ~~The~~perform ~~balance~~under ~~was~~the ~~satisfied~~Lease inAgreement ~~January~~or ~~2021~~Disbursement Agreement. A Three-Party Agreement with the ~~issuance~~Franchisor allows ofFVP ~~shares~~to ofcure ~~ALTD~~any ~~which~~defaults ~~were~~of ~~issued~~Altitude Hospitality and to ~~BHI~~take inpossession of the ~~July~~Property ~~23,~~and ~~2021~~the Lease in an event of default under ~~transaction~~the Loan Documents.

OnDefault ~~December~~under ~~20,~~September ~~2021, Trident Water and Altitude International Holdings, Inc. entered into an unsecured~~ Loan Agreement with FVP Servicing, LLC for $500,000. The loan matures on December 20, 2023, and bears interest of 12%. The balance as of December 31, 2021 was $500,000. The loan is secured by the assets of Trident Water and Altitude International Holdings, Inc. and guaranteed by all entities of the Company. On February 8, 2022, the Company entered into a First Amendment to Loan Agreement (see Note 12).

~~NOTE~~On December 8, 2022, the 7Company –received ~~COMMITMENTS~~a ~~AND~~“Notice ~~CONTINGENCIES~~of Events of Default; Reservation of Rights; and Notice of Default Interest Accrual” letter (the “Default Notice”) from FVP. The Default Notice was in regard to the September Loan Agreement and designated two events of default under the September Loan Agreement, including the failure to obtain deposit account control agreements and failure to pay the amount of $3,250,000 by November 30, 2022. The Default Notice declared that effective as of November 30, 2022, the interest rate under the Loan Agreement will be charged at a default interest rate of twenty percent (20%) per year until all events of default are cured or waived in writing by FVP.

~~The~~On December 16, 2022, the Company, isAltitude ~~subject~~Hospitality, ~~from~~LLC ~~time~~and toTrident ~~time~~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 ~~claims~~the Default Notice and default by ~~third~~the ~~parties~~Company under ~~various~~the ~~legal~~September ~~disputes~~Loan Agreement. ~~The~~Under ~~defense~~the terms of ~~such~~the ~~claims~~Consent Agreement, FVP agreed to make one or ~~any~~more ~~adverse~~advances ~~outcome~~to ~~relating~~Altitude toHospitality ~~any~~(or ~~such~~directly ~~claims,~~to ~~could~~any ~~have~~applicable apayee) ~~material~~by ~~adverse~~disbursing, ~~effect~~in ontheir ~~the~~sole ~~Company’s~~and ~~liquidity~~absolute discretion, ~~financial~~up ~~condition~~to ~~and~~an ~~cash~~aggregate ~~flows~~amount of $1,250,000.00 Asof the proceeds of ~~March~~the ~~14,~~Growth ~~2022,~~Capital Loan defined in the ~~Company~~September ~~did~~Loan ~~not~~Agreement ~~have~~on ~~any~~deposit ~~legal~~in ~~actions~~the ~~pending~~Interest Reserve ~~against~~Account it(as defined in the September Loan Agreement) to be used solely for working capital expenditures of Altitude Hospitality.

On June 27, 2017, Altitude entered a license agreement with Sporting Edge UK, Sporting Edge UK is the sole and exclusive owner of and has the right to license to licensee the ability to manufacture and sell rights to the full range of membrane-based systems for the production of reduced oxygen environments and associated services as well as the use of patents and trademarks held by Sporting Edge UK or Vincent.

On January 24, 2019, Altitude and Sporting Edge UK entered into a Revised Licensing Agreement that grants a license to Altitude to use Sporting Edge UK’s proprietary technology related to properly engineered, membrane-based designs for simulated altitude training equipment. The annual license fee under the revised agreement is $1.00 per year. The product line ranges from personal at home use machines to fully integrated environmental rooms and chambers. Altitude has the licensing rights to use all technology to manufacture the products and to sell them (directly or through distributors) in the following territories:

● The Continent of North America, Central America and South America. ● Other territories as may be agreed from time to time, on a temporary or permanent basis.

F-17

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 Agreement, the Company agreed to assign 100% of the membership interests of Altitude Hospitality to FVP’s designee.

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 (the “Partial Satisfaction Amount”). The Loan Parties also agreed to enter into a new loan agreement (the “New Loan Agreement”) in favor of the lenders with a principal amount of $750,000 to be used to pay off all existing amounts due under the September Loan Agreement. Upon the execution of the Settlement Agreement and the New Loan Agreement, all remaining existing debt owed by the Loan Parties under the September Loan Agreements was satisfied in full and the September Loan Agreement terminated, subject to certain limited contingent indemnification obligations that survive the termination and repayment.

New Loan Agreement

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%) per annum. Through September 2024, the Company shall make interest only payments under the New Loan Agreement, after which it will make payments of $7,500 per month plus accrued interest until the maturity date, at which point all amounts due under the New Loan Agreement shall be paid.

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 and treated as a sales leaseback. The various components of the lease were accounted for as follows:

F-18

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 and the balance on the balance sheet at December 31, 2022 was $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 and the balance on the balance sheet at December 31, 2022 was $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 and the balance on the balance sheet at December 31, 2022 was $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, subject to certain adjustments, and the security deposit required is $6,600,000. Additionally, Altitude Hospitality is required to establish a Capital Replacement Reserve Account into which 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 cost was recorded at fair value as $28,200,000 being allocated to land and $26,200,000 for the buildings and improvements being allocated to fixed assets. The various costs associated with the acquisition (i.e., legal fees, finance fees) were capitalized. The hotel will be depreciated over 39 years.

The Construction Reserve, STORE Reserve and the Interest Reserve were recorded on the balance sheet as restricted cash.

F-19

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 and $29,493,398, respectively.

The Company has intangible assets related to the license agreement for $257,500 between Altitude International, Inc. and Sporting Edge. The Company is amortizing this intangible asset over a period of ten years. The Company has a license agreement in conjunction with the acquisition of Rush Soccer valued at $137,549 which is amortized over a period of twenty years. As of December 31, 2022, and 2021, the intangible assets were $395,049 and $287,500, respectively. For the years ended December 31, 2022, and 2021, the Company recorded amortization expense for intangible assets of $30,000 and $12,500, respectively.

The future amortization of the license agreement for $257,500 is as follows:


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 is as follows:



2023	$	6,877
2024		6,877
2025		6,877
2026		6,877
2027		6,877
Thereafter		103,164
Total	$	137,549

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.

F-20

On May 5, 2020, the Company received $20,800 in the form of a loan through the CARES Act Paycheck Protection Program. The balance on December 31, 2022, and 2021 was $0 and $20,800, respectively. The forgiveness was recorded in 2022 as gain on forgiveness.

On January 11, 2019, ITA entered into a Term Loan Commitment (the “Loan Note”) with Feenix, which provides for a loan of $300,000. The loan note has a three-year term and bears interest at a rate of 8.5% per annum. The loan note may be prepaid at any time prior to maturity with no prepayment penalties. As of December 31, 2021, the balance of the loan note payable was $91,758. This note was paid in full on January 3, 2022.

On October 31, 2011, ITA entered into a Promissory Loan (the “Loan Note”) with Grand Slam Partners (“Grand Slam”), which provides for a loan of $735,714. Beginning on December 31, 2012, and on or before December 31^st thereafter until the loan note is paid in full, ITA shall pay an annual lump sum payment at the conclusion of each calendar year equal to the greater of 25% of net profits of the corresponding calendar year or $30,000 (“Scheduled Annual Payment”). The Loan Note may be prepaid at any time prior to maturity with no prepayment penalties. As of December 30, 2022, and 2021, the balances of the loan note payable were $404,559 and $434,560, respectively.

On May 27, 2020, and August 25, 2020, ITA and NVL received unsecured loans from the Small Business Administration (“SBA”) of $149,900 and $113,400, respectively. These 2020 SBA loans bear interest at 3.75% per annum and are payable over 30 years with all payments of principal and interest deferred for the first twelve months. Substantially all of the assets of the Company are pledged as security for this loan. The balances on December 31, 2022, and 2021, was $149,169 and $149,169, respectively, for both periods. These notes are secured by substantially all assets of ITA and NVL.

On December 20, 2021, Trident Water and Altitude International Holdings, Inc. entered into an unsecured Loan Agreement with FVP Servicing, LLC for $500,000. The loan matures on December 20, 2023, and bears interest of 12%. The balance as of December 31, 2021, was $500,000. The loan is secured by the assets of Trident Water and Altitude International Holdings, Inc. and guaranteed by all entities of the Company. On February 8, 2022, the Company entered into a First Amendment to Loan Agreement for an additional incremental advance of $100,000. On April 29, 2022, the Company executed a Second Amendment to Loan Agreement with Feenix. This amendment relates to the Feenix loan dated December 20, 2021. The amendment provided the Company $2,650,000. As of December 31, 2022, and 2021, the balances were $3,250,000 and $500,000, respectively. See Note 10. At December 31, 2022, the balance was in default. On March 6, 2023, the Company entered into an agreement with FVP Servicing which settled these notes to a zero balance (see Note 14).

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. The promissory note requires monthly payments of $641. The promissory note matures on June 15, 2050, and bears interest of 2.75%. The promissory note is secured by the assets of Soccer America. As of December 31, 2022, the balance was $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. On March 6, 2023, the Company entered into an agreement with FVP Servicing which settled these notes to a zero balance (see Note 14).

F-21

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.

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.

●	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 until the earlier of 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. 16929 Wellness granted a waiver on the $20,000 payment for November 2021. 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.

~~NOTE 8 – RELATED PARTY TRANSACTIONS~~F-22

OnPursuant ~~March~~to 2,the ~~2018,~~Revenue ~~Frost~~Share Agreement, ~~then~~Altitude aHospitality ~~director,~~agreed ~~loaned~~to ~~the~~pay ~~Company~~FVP ~~$40,000~~an inamount ~~the~~equal ~~form~~to twenty percent (20%) of all net operating income (the “Revenue Share”) for such calendar quarter (on a ~~promissory~~cumulative ~~note~~basis). The ~~note~~term ~~bears~~of ~~interest~~the ofRevenue ~~20%~~Share ~~and~~Agreement is ten years, ~~has~~however the ~~term~~Company ofhas ~~one~~an ~~year~~option, atupon ~~which~~ten ~~time~~business ~~all~~days’ ~~principal~~prior ~~and~~written ~~interest~~notice, ~~will~~to beterminate ~~paid~~the inRevenue aShare ~~balloon~~Agreement upon the payment. Into ~~February~~FVP ~~2021~~an amount equal to $2,500,000, plus the ~~Company~~amount ~~paid this~~of ~~note~~all ~~and~~Revenue Share payments accrued ~~interest~~through the proposed termination date. Termination is available after three years. See Note 4.

On ~~August~~ ~~10,~~March ~~2018~~6, ~~Frost~~2023, ~~a director, loaned~~ the Company ~~$13,000~~assigned inAltitude ~~the~~Hospitality ~~form~~to ofFVP ~~a promissory note. The note bears interest of 20% and has~~Servicing ~~the~~(see ~~term~~Note ~~of six months, at which time all principal and interest will be paid in a balloon payment~~14). InAt ~~February~~that ~~2021~~date, the ~~Company~~Membership ~~paid this~~Agreement ~~note~~was ~~and accrued interest~~terminated.

OnNOTE ~~November~~9 5,– ~~2018,~~RELATED ~~Frost,~~PARTY a director, loaned the Company $500 in the form of a promissory note. The note bears interest of 8% and has the term of six months, at which time all principal and interest will be paid in a balloon payment. In February 2021, the Company paid this note and accrued interest.TRANSACTIONS

OnFor ~~April~~the 9,year ~~2020,~~ended ~~Kanuth~~December 31, ~~an officer and director~~2022, ~~loaned~~ the Company ~~$1,500~~paid innon-employee ~~the~~compensation ~~form~~to ofGregory aBreunich ~~promissory~~(“Breunich”), ~~note.~~CEO ~~The~~and ~~note bears interest of~~Chairman, 8% and ~~has~~Gabriel ~~the~~Jaramillo ~~term~~(“Jaramillo”), ofExecutive ~~one~~Vice ~~year~~President, atand ~~which~~Director, ~~time~~collectively ~~all~~$310,000, which ~~principal~~was ~~and~~paid ~~interest~~to ~~will~~their becompany, ~~paid~~Trans inWorld aPerformance ~~balloon~~LLC, ~~payment.~~and Onindividually ~~April~~paid ~~30,~~Breunich ~~2021,~~and ~~the~~Jaramillo ~~principal~~$67,520 and ~~interest were paid in full~~$4,729, respectively.

On ~~April~~October 1524, ~~2020~~2022, ~~Kanuth~~the Company executed Employment Agreements with Breunich, anDel ~~officer~~Mastro and ~~director,~~Jaramillo. ~~loaned~~Breunich ~~the~~will ~~Company~~receive $4300,~~200~~000 annually, inof ~~the~~which ~~form~~$60,000 ofis adeferred ~~promissory~~for ~~note~~one year. ~~The~~Del ~~note~~Mastro ~~bears~~and ~~interest of~~Jaramillo 8%each ~~and~~will ~~has~~receive ~~the~~$250,000 ~~term~~annually, of ~~one~~which ~~year~~$50,000 atis deferred ~~which~~for ~~time~~one ~~all~~year. ~~principal~~Additionally, ~~and~~there ~~interest~~are ~~will~~incentives beincluded ~~paid~~ in athe ~~balloon payment~~agreements. ~~On April 30~~Additionally, ~~2021,~~ the ~~principal~~ ~~and~~Employment ~~interest~~Agreements ~~were~~include ~~paid~~performance ~~in full~~bonuses.

OnNOTE ~~March~~10 9,– ~~2021,~~STOCKHOLDERS’ Frost converted $90,708 of payable due to him in exchange for 181,417 shares of common stock of the Company. The issuance was made in reliance on the exemption from registration provided by Sections 3(a)(9) and 4(a)(2) of the Securities Act as the common stock was issued in exchange for debt securities of the Company held by the Investor, there was no additional consideration for the exchange, there was no remuneration for the solicitation of the exchange, there was no general solicitation, and the transactions did not involve a public offering.EQUITY

On April 30, 2021, the Company paid Robert Kanuth $20,000 as a settlement for all liabilities owed to him which totalled $20,395. See Note 4.

In 2021, the Company compensated Gregory Breunich and Gabriel Jaramillo collectively $360,000, which was paid to their company, Trans World Performance LLC.

NOTE 9 – STOCKHOLDERS’ EQUITY

Preferred Stock

On February 5, 2015, the Board of Directors of the Company authorized 5,000,000 shares of preferred stock with no par value. Each share of the preferred stock is entitled to one vote and is convertible into one share of common stock.

On July 21, 2021, the Company filed a Certificate of Designation for Series A Preferred Stock. The Series A Preferred Stock shares vote together with the common stock and ~~has~~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, ~~2021~~2022, with ~~358~~492,~~070~~239,~~905~~ 343 shares of common stock outstanding, the 51 shares of Series A Preferred Stock would have ~~369~~501,~~547~~890,~~734~~680 votes per share of Series A Preferred Stock.

~~F-18~~On July 23, 2021, the Company issued 51 shares of preferred stock to Gregory Breunich as part of the July 23, 2021 agreement between the Company and BHI.

OnAs ~~July~~of 23December 31, 2022, and 2021, the Company ~~issued~~had 51 shares of preferred stock toand ~~Gregory~~51 ~~Breunich as~~shares ~~part~~ of ~~the~~preferred ~~July~~stock ~~23,~~issued ~~2021 agreement between the Company~~ and ~~BHI (see Note 3)~~outstanding, respectively.

As of December 31, 2021, and December 31, 2020, the Company had 51 shares of preferred stock and 0 shares of preferred stock issued and outstanding, respectively.

Common Stock

Altitude was incorporated on May 18, 2017, under the laws of the state of Wisconsin with 100,000,000 authorized common stock with $0.001 par value. The shareholders have one vote per share of common stock.

After the closing of certain Stock Purchase Agreements, in private sale transaction and the Share Exchange Agreement, the Company’s common stock had no par value and is registered in New York.

F-23

On February 10, 2021, the Company filed amended Articles of Incorporation with the State of New York to amend its authorized shares of common stock by an additional 530,000,000 whereas the total authorized is a total of 605,000,000 shares of capital stock consisting of (i) 600,000,000 shares of common stock, no par value, and (ii) 5,000,000 shares of preferred stock, no par value.

On January 1, ~~2021~~2022, the Company issued its legal counsel 12,500 shares of common stock for legal work for January ~~2021~~2022. The common stock of the Company is thinly traded and had a value of $0.~~103~~119 per share, therefore the Company recorded the transaction at $1,~~288~~488.

On February 1, ~~2021~~2022, the Company issued its legal counsel 12,500 shares of common stock for legal work for February ~~2021~~2022. The common stock of the Company is thinly traded and had a value of $0.~~295~~069 per share, therefore the Company recorded the transaction at $~~3,687~~862.

On February 222, ~~2021~~2022, the Company issued 1,000,000 shares of common stock ~~for~~of ~~services~~the asCompany ~~follows:~~to ~~Elizabeth~~Hospitality KFunding Inc. ~~Stahl,~~in ~~40,000;~~exchange for services ~~Robin~~related Kto consulting. ~~Walker,~~The ~~100,000; Gregory~~common ~~Whyte,1,500,000; and~~stock ~~Gregory~~of ~~Anthony,~~the ~~5,000,000. The~~Company ~~shares~~is ~~were~~thinly ~~valued~~traded atand had a value of $0.~~40, or~~055 ~~$16~~per share,~~000,~~ therefore the Company recorded ~~$40,000, $600,000 and~~the transaction at $255,000~~,000, respectively~~.

On ~~February~~March 81, ~~2021~~2022, ~~Frost~~the ~~exercised~~Company ~~250~~issued its legal counsel 12,~~000~~500 ~~options~~shares atof common stock for legal work for March 2022. The common stock of the Company is thinly traded and had a value of $0.~~077~~06 per share, ~~for~~therefore the Company recorded the transaction at $~~19,250~~750.

On March 117, ~~2021~~2022, the Company issued ~~its~~a ~~legal~~consultant ~~counsel 12,~~500,000 shares of common stock for ~~legal work for March 2021~~services. The common stock ~~of the~~is ~~Company~~thinly istraded and had a value of $0.~~708~~0556 per share, therefore the Company recorded the transaction at $827,~~850~~800.

On March 97, ~~2021~~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 ~~Company~~brand ~~issued~~name of 50Rush 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 toand ~~Kanuth~~employment inagreements ~~exchange~~ for ~~services~~five individuals. The common stock of the Company is thinly traded and had a value ~~was~~of $0.58 0556 per share, ortherefore the Company recorded the transaction at $29556,000. See Note 3.

On ~~March~~April 91, ~~2021~~2022, ~~Frost~~the ~~converted~~Company ~~$87,080 of~~issued ~~payable~~its ~~due~~legal tocounsel ~~him in exchange for 181~~12,~~417~~ 500 shares of common stock offor ~~the~~legal ~~Company.~~work ~~The~~for ~~issuance was~~April ~~made~~2022. inThe ~~reliance on the exemption from registration provided by Sections 3(a)(9) and 4(a)(2) of the Securities Act as the~~ common stock ~~was issued in exchange for debt securities~~ of the Company ~~held~~is bythinly ~~the~~traded ~~Investor,~~and ~~there~~had ~~was~~a novalue ~~additional~~of ~~consideration~~$0.0327 ~~for~~per ~~the exchange~~share, ~~there~~ ~~was~~therefore ~~no remuneration for~~ the ~~solicitation~~Company ofrecorded the ~~exchange,~~transaction ~~there~~at ~~was no general solicitation, and the transactions did not involve a public offering~~$409.

On April 129, ~~2021~~2022, ~~the~~as ~~Company~~part ~~issued its legal counsel 12,500 shares~~ of ~~common~~the ~~stock~~financing ~~for~~with ~~legal~~Feenix ~~work~~(see ~~for~~Note ~~April~~7), ~~2021. The common stock of~~ the Company isissued ~~and~~Feenix ~~had~~16,363,636 ashares ~~value~~ of ~~$0.408~~common ~~per~~stock ~~share,~~as ~~therefore~~a ~~the Company recorded the transaction at $5,100~~loan discount.

~~F-19~~On September 2, 2022, the Company issued 102,754,802 shares of common stock to FVP Opportunity Fund III, LP (41,101,921 shares), FVP Opportunity Fund IV, LP (10,275,480 shares), GT Partners Private Credit Finance LLC (38,533,051 shares) and GT Monterey Cypress Finance LLC (12,844,350 shares), in conjunction with the financing by FVP Servicing LLC (see Notes 5 and 7). The common stock of the Company is thinly traded and had a value of $0.042 per share, therefore the Company recorded the transaction at $3,091,389 as a debt discount.

On ~~May~~September 17, ~~2021~~2022, the Company issued ~~its legal counsel 12~~3,500,000 shares of common stock ~~for~~to ~~legal~~MZ ~~work~~Group, ~~for~~Inc., ~~May~~the ~~2021.~~Company’s investor relations firm. The common stock of the Company is thinly traded and had a value of $0.22039 per share, therefore the Company recorded the transaction at $2136,~~750~~500.

On ~~June~~October 125, ~~2021~~2022, the Company ~~issued~~received a waiver notice from its legal counsel 12for 62,500 shares of common stock ~~for~~which ~~legal~~was ~~work~~recorded ~~for June 2021. The common stock of the~~as ~~Company is and had a value of $0~~issuable.~~201 per share, therefore the Company recorded the transaction at $2,512.~~

~~Between February 2021 and July 2021, BHI sold 12,510,000 shares of BHI valued at $0.10 per share for $1,251,000 in proceeds,~~F-24

On July 1, 2021, the Company issued its legal counsel 12,500 shares of common stock for legal work for July 2021. The common stock of the Company is and had a value of $0.201 per share, therefore the Company recorded the transaction at $2,478.

On July 6, 2021, the Company issued 50,000 shares of common stock to Jeff Deforrest for services. The shares were valued at $0.21 each for a total value of $10,500.

On July 6, 2021, the Company issued 300,000 shares to FMW Media Corp, LLC. The shares were valued at $0.21 each for a total value of $63,000.

On July 23, 2021, the Company issued 295,986,724 shares of common stock in conjunction with the Share Exchange Agreement with BHI (see Note 3).

On August 1, 2021, the Company issued its legal counsel 12,500 shares of common stock for legal work for August 2021. The common stock of the Company is and had a value of $0.201 per share, therefore the Company recorded the transaction at $5,375.

On September 1, 2021, the Company issued its legal counsel 12,500 shares of common stock for legal work for September 2021. The common stock of the Company is and had a value of $0.298 per share, therefore the Company recorded the transaction at $3,725.

On October 1, 2021, the Company issued its legal counsel 12,500 shares of common stock for legal work for October 2021. The common stock of the Company is and had a value of $0.20 per share, therefore the Company recorded the transaction at $2,500.

On October 31, 2021, the Company issued 16929 Wellness Consultants Inc. (“16929 Wellness”) 3,000,000 shares of common stock for services related to the Management Agreement executed between 16929 Wellness and Altitude Wellness LLC.

On November 1, 2021, the Company issued its legal counsel 12,500 shares of common stock for legal work for November 2021. The common stock of the Company is and had a value of $0.1797 per share, therefore the Company recorded the transaction at $2,246.

On December 1, 2021, the Company issued its legal counsel 12,500 shares of common stock for legal work for December 2021. The common stock of the Company is and had a value of $0.072 per share, therefore the Company recorded the transaction at $900.

Stock Option Plan

On February 13, 2018, the Company’s shareholders and Board of Directors approved the 2017 Incentive Stock Plan.

On January 25, 2019, the Company issued 250,000 options to Frost. The options vest at a rate of 25% every six months after the grant date and expire upon termination of employment. The exercise price is $0.077. The Black-Scholes calculation valued the options at $15,809, or $0.06 per share. On February 8, 2021, Frost exercised the options at $0.077 per share for $19,250.

There are currently no stock options currently issued and outstanding under the 2017 Plan, as all 250,000 remaining stock options issued and outstanding were exercised on February 8, 2021.

~~F-20~~NOTE 11 – INCOME TAXES

~~NOTE~~As 10of –December ~~INCOME~~31, ~~TAXES~~ 2022, and 2021, the Company has net operating loss carry forwards of $1,352,682 that $254,336, respectively, which may be available to reduce future years’ taxable income through 2042. In 2020, there were no tax impacts as Breunich Holding, Inc. was taxed as a limited liability company. The Company’s net operating loss carry forwards may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code.

AsThe ~~of December 31, 2021, the~~ Company’s ~~has~~tax ~~net~~expense ~~operating~~differs ~~loss~~from ~~carry~~the ~~forwards~~“expected” oftax ~~$254,336 that~~expense ~~$0 may~~for beFederal ~~available to reduce future years’ taxable~~ income ~~through 2041. In 2020, there were no~~ tax ~~impacts~~purposes as(computed ~~Breunich~~by ~~Holdings,~~applying the ~~Inc.~~United ~~was~~States ~~taxed~~Federal astax anrate ~~limited~~of ~~liability company.~~21% ~~The~~to ~~Company’s net operating~~ loss ~~carry~~before ~~forwards~~taxes ~~may~~for befiscal ~~subject~~year to2022 ~~annual~~and ~~limitations~~2021), ~~which could reduce or defer the utilization of the losses~~ as ~~a result of an ownership change as defined in Section 382 of the Internal Revenue Code.~~follows:

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% to loss before taxes for fiscal year 2021 and 2020), as follows:

	December 31,			December 31,
	2021			2020
	2022			2021
Tax expense (benefit) at the statutory rate	$	(~~205~~1,~~425~~694,818	)	$	(66205,~~230~~425	)
State income taxes, net of federal income tax benefit		(48403,~~911~~528	)		(1548,~~769~~911	)
Change in valuation allowance		~~254~~2,~~336~~098,346			81254,~~999~~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 ~~2021~~2022 and ~~2020~~2021 remains toopen 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, ~~2021~~2022 and ~~2020~~2021, are as follows:

	December 31,			December 31,
	2021			2020
	2022			2021
Deferred tax assets:
Net operating loss carryforward	$	~~254~~2,~~336~~352,682		$	~~247~~254,~~032~~336
Timing differences		-			-
Total gross deferred tax assets		~~254~~2,~~336~~352,682			~~247~~254,~~032~~336
Less: Deferred tax asset valuation allowance		(~~254~~2,~~336~~352,682	)		(~~247~~254,~~032~~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 ~~2021~~2022 and ~~2020~~2021 were fully offset by a 100% ~~valuation~~ valuation allowance. The valuation allowance for the remaining net deferred tax assets was $~~254~~2,~~336~~ 352,682 and $0 254,336 as of December 31, ~~2021~~2022, and ~~2020,~~ 2021, respectively. Due to the transaction between the Company and BHI ~~(see Note 3)~~, which resulted in a change of control, net operating loss carryforwards prior to the transaction may not be usable for the future.

~~NOTE 11 – REVENUE CLASSES~~F-25

~~The Company has three distinct revenue streams:~~NOTE ~~altitude~~12 ~~chambers,~~– ~~tuition-based~~DISAGGREGATED ~~sports~~REVENUE ~~academies, and water systems. Selected financial information for the Company’s operating revenue classes are as follows:~~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

	For the		For the
	2022		2021
	year ended		year ended
	For the Years Ended
	December 31, 2021		December 31, 2020
	December 31,
	2022		2021
Revenues:
Altitude chambers	$	-	$	-
Hotel resort	$	1,493,240	$	-
Tuition-based sports academies		6,122,834		5,524,410
Altitude chambers		421,550		-
Water equipment		473,033		-
Tuition-based sports academies		7,199,543		6,122,834
Total	$	6,595,867	$	5,524,410
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

~~NOTE~~The 12disaggregated –revenue ~~SUBSEQUENT~~streams ~~EVENTS~~are:

~~On January~~● 1,Hotel ~~2022,~~resort – Revenues associated with customers staying at the ~~Company~~Sandpiper ~~issued~~Bay ~~its~~Resort. ~~legal~~● ~~counsel~~Altitude ~~12,500~~chambers ~~shares~~– Revenues associated with the sale of ~~common~~altitude ~~stock~~chambers for ~~legal~~exercise ~~work~~and ~~for~~health. ~~January~~● ~~2022~~Tuition-based sports academies – Revenues associated with students enrolled in the soccer, tennis, volleyball or golf programs. ~~The~~● ~~common~~Hosting ~~stock~~ events – Revenues associated with soccer matches hosted by Rush Soccer. ● Uniform sales – Revenues associated with the sale of uniforms to the ~~Company~~players isof ~~thinly~~Rush ~~traded~~Soccer. ~~and~~● ~~had~~Membership afees ~~value~~– Revenues associated with the fees charged to the players of $0Rush Soccer to enable them to participate.~~119~~ ~~per~~● ~~share,~~Water ~~therefore~~systems ~~the~~– ~~Company~~Revenues ~~recorded~~associated with the ~~transaction~~sale atof ~~$1,488~~water machines manufactured by Trident Water.

~~F-21~~NOTE 13 – RECLASSIFICATION OF PRIOR YEAR

OnThe ~~February~~Company 1,has ~~2022,~~reclassified ~~the~~certain ~~Company~~line ~~issued~~items ~~its~~on ~~legal~~the ~~counsel~~statement ~~12,500 shares~~ of ~~common~~operations ~~stock~~ for ~~legal work for February 2022. The common stock of~~ the ~~Company~~year isended ~~thinly~~December ~~traded~~31, ~~and~~2021, ~~had~~as afiled ~~value~~with ~~of $0.069 per share, therefore~~ the ~~Company~~United States ~~recorded~~Securities ~~the~~and ~~transaction~~Exchange ~~at $862~~Commission.

OnIn the ~~February~~2021 8filing, ~~2022~~certain expenses, ~~the~~specifically ~~Company~~depreciation ~~entered~~and ~~into~~amortization expense were included in other general and administrative aexpenses ~~First~~for ~~Amendment~~the periods ended December 31, 2021, whereas, due to ~~Loan~~the ~~Agreement~~significance ~~with~~of ~~FVP~~these ~~Servicing~~expenses, ~~LLC~~they ~~(see~~are ~~Note~~segregated 6)for the periods ended December 31, 2022, therefore, for ancomparison ~~additional~~purposes, ~~incremental~~these ~~advance~~expenses ofhave ~~$100~~been extracted for the periods ended December 31,~~000~~ 2021.

OnNOTE ~~February~~14 ~~22,~~– ~~2022,~~SUBSEQUENT ~~the Company issued 1,000,000 shares of common stock of the Company to Hospitality Funding Inc. in exchange for services related to consulting.~~EVENTS

OnDefault ~~March~~under 1,September ~~2022,~~Loan the Company issued its legal counsel 12,500 shares of common stock for legal work for March 2022. The common stock of the Company is thinly traded and had a value of $0.06 per share, therefore the Company recorded the transaction at $750.Agreement

On December ~~March 7~~8, 2022, ~~Altitude~~the ~~International~~Company ~~Holdings, Inc.~~received ~~and~~a ~~CMA~~“Notice ~~Soccer~~of ~~LLC~~Events ~~entered~~of ~~into~~Default; Reservation aof ~~Consulting,~~Rights; ~~Management~~ and ~~License~~Notice ~~Agreement~~of ~~with~~Default ~~Soccer~~Interest ~~Partners~~Accrual” ~~America~~letter (the “~~Soccer~~Default ~~Partners~~Notice”), from aFVP. ~~Colorado~~The ~~not~~Default ~~for~~Notice ~~profit~~was ~~corporation.~~in ~~Soccer~~regard ~~Partners,~~to ~~under~~ the ~~brand~~September ~~name~~Loan ofAgreement ~~Rush~~and ~~Soccer,~~designated ~~has~~two ~~developed~~events ~~the~~of ~~largest~~default ~~known~~under ~~network~~the ofSeptember ~~affiliated~~Loan ~~independent~~Agreement, ~~youth~~including ~~soccer~~the ~~clubs~~failure ~~and~~to ~~with~~obtain ~~CMA~~deposit ~~Soccer,~~account ~~will~~control ~~establish~~agreements aand ~~Rush~~failure ~~residential~~to ~~academy~~pay ~~program~~the ~~and~~amount ~~a men’s~~of ~~professional~~$3,250,000 ~~soccer~~by ~~team~~November 30, 2022. AsThe ~~part~~Default ofNotice ~~the~~declared ~~agreement,~~that ~~certain~~effective ~~members~~as of November 30, 2022, the ~~management~~interest ofrate ~~Soccer~~under ~~Partners~~the Loan ~~were~~Agreement ~~granted~~will be charged at a ~~combined~~default ~~total~~interest rate of ~~10,000,000 shares~~twenty ofpercent ~~common~~(20%) ~~stock~~per year until all events of ~~the~~default ~~Company~~are ~~and~~cured ~~employment~~or waived ~~agreements~~in ~~for~~writing ~~five~~by ~~individuals~~FVP.

~~F-22~~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. Under the terms of the Consent Agreement, FVP agreed to make one or more advances to Altitude Hospitality (or directly to any applicable payee) by disbursing, in their sole and absolute discretion, up to an aggregate amount of $1,250,000.00 of the proceeds of the Growth Capital Loan defined in the September Loan Agreement on deposit in the Interest Reserve Account (as defined in the September Loan Agreement) to be used solely for working capital expenditures of Altitude Hospitality.

F-26

Settlement Agreement and Divestiture of Altitude Hospitality

Under the terms of the Settlement Agreement, the Company agreed to assign 100% of the membership interests of Altitude Hospitality to FVP’s designee.

New Loan Agreement

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.

F-27

ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

The Company dismissed BF Borgers CPA, PC as its independent registered public accounting firm, effective as of January 14, 2022. On that same day, the Company engaged Turner, Stone & Company, LLP as its independent registered public accounting firm for the year ended December 31, 2021.None

ITEM 9A. Controls and Procedures

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, ~~2021~~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, 2021, 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, 2021, which arose from the limited number of number of staff at the Company and the inability to achieve proper segregation of duties:44

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.

35As 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.

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, 2021, 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.

ITEM 9B. Other Information

None.

ITEM 9C. Disclosure Regarding Foreign Jurisdictions that ~~prevent~~Prevent ~~inspections~~Inspections

Not applicable.

3645

PART III

ITEM 10. Directors, Executive Officers and Corporate Governance

The following table sets forth the names, ages and positions of our board members and executive officers as of March 1420, ~~2022~~2023:

Name	Age	Position
Gregory Breunich	6365	Chief Executive Officer, Acting Chief Financial Officer and Chairman
Gregory Anthony	5253	Chief Communications Officer, President and Director
Gabriel Jaramillo	6567	Executive Vice President, and Director of Tennis Training ~~and Director~~
Scott Del Mastro	5556	Executive Vice President, and Chief Operating Officer ~~and Director~~

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.

37Gabriel Jaramillo, Executive Vice President and Director of Tennis Operations

~~Gabriel~~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, ~~Director~~he has trained eleven of the world’s No.1-ranked players and ~~Executive~~27 ~~Vice~~top ~~President~~10 players including Andre Agassi, Jim Courier, Pete Sampras, Maria Sharapova, Monica Seles, Kei Nishikori, and ~~Director~~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 ~~Tennis~~Club ~~Operations~~Med Academics and Principal of CMA Academics located in Florida, USA.

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.46

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, ~~Director~~Executive Vice President and ~~Director~~Chief ofOperating ~~Operations~~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.

38Indemnification of Directors and Officers

~~Indemnification~~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 ~~Directors~~the SEC, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and ~~Officers~~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.

~~Our~~Director directors and officers are indemnified as provided by the New York Business Corporation Law (“Section 722”) 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.Compensation

~~Director~~There ~~Compensation~~were no formal agreements with our directors for compensation, although they have received shares for their services from time to time.

~~There~~Director ~~were no formal agreements with our directors for compensation until March 1, 2022, although they have received shares for their services from time to time.~~Independence

~~Director~~During ~~Independence~~the period ended December 31, 2022, we had no independent directors.

~~During~~Legal ~~the period ended December 31, 2021, we had no independent directors.~~Proceedings

~~Legal~~During the ~~Proceedings~~past ten years, none of our current directors or executive officers has been:

~~During~~● the ~~past~~subject ~~ten~~of ~~years,~~any ~~none~~bankruptcy petition filed by or against any business of ~~our~~which ~~current directors~~such person was a general partner or executive ~~officers~~officer ~~has~~either ~~been:~~at the time of the bankruptcy or within two years prior to that time;

● 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.47

~~None~~● ofconvicted ~~our~~in ~~directors~~a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); ● subject to any order, ~~officers~~judgment or ~~affiliates~~decree, not subsequently reversed, suspended or vacated, of any ~~beneficial~~court ~~owner~~of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of 5%business, securities or ~~more~~banking activities; ● found by a court of ~~our~~competent ~~Common~~jurisdiction ~~Stock~~(in a civil action), the SEC or ~~any~~the ~~associate~~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, ~~such~~or ~~persons~~a party to, isany order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating to an ~~adverse~~alleged ~~party~~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 ~~material~~business ~~proceeding~~ entity; or ● subject of, or a party to, any sanction or ~~has~~order, anot ~~material~~subsequently ~~interest~~reversed, ~~adverse~~suspended toor vacated, usof any self-regulatory organization, any registered entity or any ofequivalent ~~our~~exchange, ~~subsidiaries~~association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~Directors’~~None ~~and~~of ~~Officers’~~our ~~Liability~~directors, ~~Insurance~~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.

~~The Company does not have directors~~Directors’ and ~~officers~~Officers’ ~~liability~~Liability ~~insurance insuring our directors and officers against liability for acts or omissions in their capacities as directors or officers.~~Insurance

~~Code~~The ofCompany ~~Ethics~~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.

WeCode ~~intend to adopt a code~~ of ~~ethics~~Business ~~that~~Conduct ~~applies to our officers, directors~~ and employees, including our principal executive officer and principal accounting officer, but have not done so to date due to our relatively small size. We intend to adopt a written code of ethics in the near future.Ethics

~~Corporate~~The ~~Governance~~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. Any substantive amendments or waivers of the code of business conduct and ethics or code of ethics for senior financial officers may be made only by the Board ~~Independence~~and will be promptly disclosed as required by applicable U.S. federal securities laws and the corporate governance rules of Nasdaq.

~~Our~~Corporate ~~Board of Directors consists of six 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.Independence

~~Due~~Our toBoard ~~our~~of ~~lack~~Directors consists of ~~operations~~two ~~and~~directors ~~size,~~ and ~~since~~has ~~we are~~ not ~~currently~~established ~~listed on~~ a ~~national~~Nominating ~~securities~~or ~~exchange,~~Governance weCommittees ~~are~~as ~~not~~standing ~~subject~~committees. ~~to any~~The ~~listing~~Board ~~requirements~~does ~~mandating~~not ~~the~~have ~~establishment~~an ofexecutive ~~any~~committee ~~particular~~or any committees; ~~all~~performing ~~functions of~~ a ~~nominating/governance~~similar ~~committee were performed by our whole board of directors~~function. ~~Our~~We ~~board of directors intends to appoint such persons and form such committees as~~ are ~~required to~~not ~~meet~~currently ~~the~~listed ~~corporate~~on ~~governance~~a ~~requirements imposed by the~~ national securities ~~exchanges~~exchange asor ~~necessary.~~in ~~Our~~an ~~board~~inter-dealer ofquotation ~~directors~~system ~~does not believe~~ that ithas isrequirements ~~necessary~~that toa ~~have~~majority ~~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~~independent.

39Due 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.48

~~Board~~We ~~Leadership~~believe ~~Structure~~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.

~~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~~Leadership 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.Structure

~~Audit~~The ~~Committee~~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 ~~Financial~~responsibilities ~~Expert;~~on ~~Committees~~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.

~~The~~Audit ~~Company~~Committee ~~does not have an audit committee. We are not a “listed company” under SEC rules~~ and ~~are~~Financial ~~therefore~~Expert; ~~not required to have an audit committee comprised of independent directors.~~Committees

The Company ~~has~~does nonot ~~nominating~~have oran ~~compensation committees at this time. The entire Board participates in the nomination and~~ audit ~~oversight processes and considers executive and director compensation~~committee. ~~Given~~We ~~the~~are ~~size~~not ~~of the Company and its stage of development, the entire Board is involved in such decision-making processes. Thus, there is~~ a ~~potential~~“listed ~~conflict~~company” ofunder ~~interest~~SEC inrules ~~that~~and ~~our~~are ~~directors~~therefore ~~and~~not ~~officers~~required ~~have~~to ~~the~~have ~~authority~~an ~~to determine issues concerning management compensation, nominations, and~~ audit ~~issues~~committee ~~that~~comprised ~~may affect management decisions. We are not aware~~ of ~~any~~independent ~~other conflicts of interest with any of our executive officers or~~ directors.

~~Compliance~~The ~~with~~Company ~~Section~~has ~~16(A)~~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 ~~Exchange~~Company ~~Act~~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.

~~Section~~Compliance with Section 16(aA) 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~~Section ~~solely~~16(a) onof ~~our~~the ~~review~~Exchange ofAct ~~certain~~requires ~~reports~~the ~~filed~~Company’s ~~with~~directors, ~~the~~executive ~~Securities~~officers and ~~Exchange~~persons ~~Commission~~who ~~pursuant~~beneficially toown ~~Section~~10% ~~16(~~or more of a) class of securities registered under Section 12 of the ~~Securities~~ Exchange Act ofto ~~1934,~~file asreports ~~amended,~~of ~~the~~beneficial ~~reports~~ownership ~~required~~and tochanges bein ~~filed~~beneficial ownership with ~~respect~~the toSEC. ~~transactions~~Directors, inexecutive ~~our~~officers ~~common~~and ~~stock~~greater ~~during~~than ~~the~~10% ~~fiscal year~~stockholders ~~ended~~are ~~December~~required ~~31,~~by ~~2021,~~the ~~were~~rules ~~timely,~~and ~~except~~regulations ~~that~~of the ~~two~~SEC ofto furnish the ~~newly~~Company ~~appointed~~with ~~directors~~copies ~~did~~of ~~not~~all ~~timely~~reports ~~file~~filed aby ~~Form~~them 3in ~~upon~~compliance ~~their~~with ~~appointments~~Section 16(a).

~~Family~~Based ~~relationships~~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.

~~There~~Family ~~are no family~~ relationships ~~among any of our officers or directors.~~

~~Current~~There ~~Management~~are no family relationships among any of our officers or directors.

~~Gregory~~Current ~~Breunich was appointed as the Chief Executive Officer and Acting Chief Financial Officer of the Company on January 6, 2021.~~Management

OnGregory ~~March~~Breunich ~~24, 2021, Gabriel Jaramillo~~ was appointed as ~~Executive~~the ~~Vice~~Chief ~~President~~Executive Officer and ~~Director~~Acting ofChief ~~Tennis.~~Financial OnOfficer ~~March~~of ~~26, 2021, Mr. Jaramillo was appointed to~~ the ~~Board~~Company ofon ~~Directors~~January of6, ~~the Company~~2021.

On ~~February~~March 224, 2021, ~~Gregory~~Gabriel ~~Anthony~~Jaramillo was appointed as ~~Chief~~Executive ~~Communications~~Vice ~~Officer~~President and Director of Tennis. On March 26, 2021, Mr. Jaramillo was appointed to the Board of Directors of the Company. On ~~September~~November 198, ~~2019~~2022, heMr. ~~was~~Jaramillo ~~appointed~~resigned asfrom ~~President~~the ~~and~~Board ~~director~~of Directors.

40On 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.

~~ITEM 11. Executive Compensation~~49

~~Summary~~ITEM ~~Compensation~~11. ~~Table~~Executive Compensation

~~The~~Summary ~~table~~Compensation ~~below sets forth, for our last two fiscal years, the compensation earned by our officers.~~Table

											All Other
	Fiscal		Salary				Stock		Option		Compen-
Name and Principal Position	Year		Paid		Bonus		Awards		Awards		sation		Total
			($)		($)		($)		($)		($)		($)
Gregory Breunich, CEO and		2021		-		-		-		-		180,000		180,000
Acting CFO (a)		2020		-		-		-		-		167,052		167,052
Joseph B. Frost, COO (b)		2021		-		-		-		-		56,469		56,469
		2020		125,000		-		-		-		-		125,000
Robert Kanuth, CEO (c)		2021		-		-		-		-		-		-
		2020		-		-		-		-		-		-
Gregory Anthony, CCO (d)		2021		-		-		-		-		-		-
		2020		-		-		-		-		-		-
Gabriel Jaramillo, EVP, Director		2021		-		-		-		-		180,000		180,000
of Tennis Operations (e)		2020		-		-		-		-		167,052		167,052
Scott Del Mastro, Director		2021		120,000		-		-		-		-		120,000
of Operations (f)		2020		120,000		-		-		-		-		120,000
Gregory Whyte, Director of		2021		-		-		-		-		-		-
Sports Science & Performance (g)		2020		-		-		-		-		-		-

The table below sets forth, for our last two fiscal years, the compensation earned by our officers.

(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. (f) Appointed on July 23, 2021. (g) Appointed on July 23, 2021.

											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		-		-		-		-		-		-

~~We have~~(a) ~~health~~Appointed ~~insurance~~as ~~benefits~~CEO and aActing ~~2022~~CFO, ~~bonus~~January ~~plan~~2021. ~~for~~(b) ~~the~~Appointed ~~officers~~as ~~but~~COO, doJanuary ~~not~~2018, ~~have~~and ~~pension~~resigned on March 19, ~~annuity~~2021. (c) Appointed as CEO and CFO, ~~profit~~January ~~sharing~~2019, orand ~~similar~~resigned ~~benefit plans~~in January 2021. As(d) ofAppointed ~~March~~as 19President and Director, ~~2018~~September 2019 and CCO in February 2021. (e) Appointed on July 23, we2021. ~~have~~Resigned aas ~~stock~~Director ~~option~~on ~~plan~~November 8, ~~although~~2022. no(f) ~~shares~~Appointed ~~are~~on ~~currently~~July ~~outstanding~~23, ~~under~~2021. ~~the~~Resigned ~~Plan~~as Director on November 8, 2022. (g) Appointed on July 23, 2021.

41We 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.

~~Outstanding~~Employment ~~Equity~~Agreement ~~Awards~~with Gregory Breunich

~~There~~On ~~were~~October no24, ~~equity~~2022, ~~awards~~the ~~made~~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 ~~any~~the ~~named~~Breunich ~~executive~~Employment ~~officer~~Agreement, Mr. ~~that~~Breunich ~~were~~will ~~outstanding~~receive atan ~~December~~annual 31base salary of $300,000.00, ~~2021~~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.

~~Director Compensation~~50

OnUpon termination ~~February~~by 10Mr. Breunich for good reason, ~~2021~~or by the Company without cause, the Company shall pay or provide to Mr. ~~Anthony~~Breunich ~~received shares~~severance ofpay ~~common~~equal ~~stock~~to his then current annual base salary for ~~his~~twelve ~~services~~(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 ~~director~~full-time ~~and~~employee ~~officer~~of the Company, Mr. Breunich will be eligible to participate in all of the Company’s benefit programs.

~~Change-in-Control~~Employment ~~Agreements~~Agreement with Scott Del Mastro

On ~~January~~October 1724, ~~2021~~2022, ~~Altitude~~the ~~International~~Company ~~Holdings~~entered into an employment agreement with Scott Del Mastro, Executive ~~Inc.~~Vice (President, Chief Operating Officer and Director of the “Company” or(the “~~Altitude~~Del Mastro Employment Agreement”). ~~entered~~The ~~into~~Del aMastro ~~Letter~~Employment ofAgreement is for a ~~Intent~~term (of five years, and it may be terminated by Mr. Del Mastro and the ~~“LOI”)~~Company ~~with~~for ~~Breunich~~good reason ~~Holdings~~or for cause, ~~Inc~~respectively. Pursuant to the Del Mastro Employment Agreement, aMr. Del ~~privately~~Mastro ~~held~~will ~~Delaware~~receive ~~corporation~~an ~~(“BHI”)~~annual base salary of $250,000.00, ~~The~~of ~~LOI~~which ~~sets forth~~$50,000.00 in the first ~~headline~~year ~~terms~~shall be deferred for one year and shall be eligible to earn annual target bonuses for each fiscal year comprised of a ~~proposed~~cash portion ~~Share~~and ~~Exchange~~a ofportion ~~Altitude~~payable ~~with~~in ~~BHI~~shares ~~through~~of ~~which~~common ~~100%~~stock of the ~~BHI~~Company, ~~shares~~as ~~will~~discussed in the Del Mastro Employment Agreement. Mr. Del Mastro shall also be ~~exchanged~~eligible ~~for~~to earn a buyout upbonus to ~~80%~~be ofpaid ~~then-issued~~to ~~and~~Mr. ~~outstanding~~Del ~~shares~~Mastro upon the closing of ~~Altitude~~a sale of the Company.

Upon ~~the~~termination ~~terms~~by ~~and~~Mr. ~~subject~~Del toMastro ~~the~~for ~~conditions~~good ~~set~~reason, ~~forth~~or inby the ~~LOI,~~Company ~~following~~without cause, the ~~Share~~Company shall ~~Exchange,~~pay ~~(i)~~or ~~BHI~~provide ~~and~~to ~~its~~Mr. ~~subsidiaries~~Del ~~will~~Mastro beseverance ~~wholly-owned subsidiaries~~pay ofequal ~~Altitude;~~to ~~(ii)~~his ~~BHI~~then ~~shareholders~~current ~~would~~annual ~~own~~base salary ~~approximately~~for ~~80%~~twelve of(12) ~~the~~months, ~~common~~during ~~shares~~which oftime ~~Altitude,~~Mr. ~~and~~Del ~~Altitude~~Mastro ~~shareholders~~shall continue to receive ~~would~~all ~~own~~employee ~~approximately~~benefits ~~20%~~and ofemployee ~~the~~benefit ~~common~~plans ~~shares~~as ofdescribed ~~Altitude,~~in ~~with~~the ~~such~~Del ~~percentages~~Mastro ~~calculated~~Employment Agreement. onAs a ~~fully~~full-time ~~diluted~~employee ~~basis;~~of ~~(iii)~~the ~~BHI~~Company, ~~has the~~Mr. ~~right~~Del toMastro ~~appoint~~will abe ~~majority~~eligible ofto ~~the~~participate in ~~directors~~all of ~~Altitude following~~ the ~~Share~~Company’s ~~Exchange~~benefit programs.

The completion of the Share Exchange would be subject to the satisfaction of specific conditions set forth in the LOI, including the completion of an audit of BHI and its subsidiaries and the parties first negotiating and executing a definitive Share Exchange agreement (the “Share Exchange Agreement”)Mr. ~~These~~Del ~~conditions~~Mastro ~~may~~resigned ~~not ever be satisfied, the Company may never enter into a definitive Share Exchange~~as ~~Agreement~~director ~~with~~on ~~BHI,~~November ~~the Share Exchange with BHI may never be consummated~~8, ~~and even if it is~~2022, itbut ~~may~~still ~~not~~serves beas ~~consummated~~an onofficer of the ~~terms described therein~~Company.

~~ITEM~~Employment ~~12.~~Agreement ~~Security~~with ~~Ownership~~Gabriel ~~of Certain Beneficial Owners and Management and Related Stockholder Matters~~Jaramillo

~~Security~~On ~~Ownership~~October 24, 2022, the Company entered into an employment agreement with Gabriel Jaramillo, Director of ~~Certain~~Tennis ~~Beneficial~~and ~~Owners~~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.

~~The~~Upon ~~following~~termination ~~table~~by ~~lists,~~Mr. asJaramillo offor ~~March~~good 1reason, ~~2022,~~or by the ~~number~~Company ofwithout ~~shares~~cause, ofthe ~~common stock of our~~ Company ~~that~~shall ~~are~~pay ~~beneficially owned by (i) each person~~ or

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