UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D. C. 20549

 

 

FORM 10-Q

 

 

[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

 

For the quarterly period ended September 30, 2020

 

[  ] Transition report pursuant to Section 13 or 15(d) of the Exchange Act

 

For the transition period from _________ to _________.

 

ALTITUDE INTERNATIONAL HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

(f/ka/ Altitude International, Inc.)

 

New York		000-55639		13-3778988
(State or Other Jurisdiction		(Commission		(I.R.S. Employer
of Incorporation)		File Number)		Identification No.)

 

515 E. Las Olas Boulevard, Suite 120, Fort Lauderdale, FL 33301

(Address of Principal Executive Offices)

 

(954) 256-5120

(Registrant’s Telephone Number, Including Area Code)

 

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 [X] NO [  ]

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 [X] NO [  ]

 

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

 

(Check One):

 

Large Accelerated filer [  ]	Accelerated filer [  ]
Non-accelerated filer [X]	Smaller reporting company [X] Emerging growth company [X]

 

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 is a shell company (as defined in Regulation 12b-2 of the Exchange Act): YES [  ] NO [X]

 

Securities registered to Section 12(b) of the Act: None.

 

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 51,500,264 shares issued, issuable, and outstanding as of November 6, 2020.

 

 

 

TABLE OF CONTENTS

 

		Page
PART I.	FINANCIAL INFORMATION	3
Item 1.	Condensed Consolidated Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets (unaudited)	4
	Condensed Consolidated Statements of Operations (unaudited)	5
	Condensed Consolidated Statement of Changes in Stockholders’ Equity (unaudited)	6
	Condensed Consolidated Statements of Cash Flows (unaudited)	7
	Notes to the Condensed Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (including cautionary statement)	17
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	19
Item 4.	Controls and Procedures	19
PART II.	OTHER INFORMATION	20
Item 1.	Legal Proceedings	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	22
	Signatures	23

 

 

PART I. FINANCIAL INFORMATION

 

ITEM 1 - CONDENSED FINANCIAL STATEMENTS

 

ALTITUDE INTERNATIONAL HOLDINGS, INC.

(UNAUDITED)

 

Contents

 

	Page
Condensed Consolidated Financial Statements (unaudited)
Condensed Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019 (unaudited)	4
Condensed Consolidated Statements of Operations for the three months and nine months ended September 30, 2020 and 2019 (unaudited)	5
Condensed Consolidated Statement of Changes in Stockholders’ Equity for the nine months ended September 30, 2020 and 2019 (unaudited)	6
Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2020 and 2019 (unaudited)	7
Notes to Condensed Consolidated Financial Statements (unaudited)	8-16

 

 

ALTITUDE INTERNATIONAL HOLDINGS, INC.

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

and Subsidiaries

Condensed Consolidated Balance Sheets

(unaudited)

 

		September 30,				December 31,
		2020				2019
ASSETS
Current assets
Cash		$	1,659			$	8,267
Prepaid expense			6,000				10,121
Total current assets			7,659				18,388
Fixed assets, net			-				1,745
Intangible assets, net			10,293				10,753
Total assets		$	17,952			$	30,886
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Notes payable - related party		$	69,200			$	253,558
Notes payable			20,800				-
Accounts payable and accrued expenses			14,819				500
Accounts payable and accrued expenses - related party			78,872				139,098
Stockholders’ advance			36,211				36,211
Deferred revenue			-				1,189
Total current liabilities			219,902				430,556
Total liabilities			219,902				430,556
Commitments and contingencies - Note 5
Stockholders’ deficit
Preferred stock - no par value, 5,000,000 shares authorized, no shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively			-				-
Common stock - no par value, 70,000,000 shares authorized, 51,500,264 and 36,075,995 shares issued, issuable, and outstanding at September 30, 2020 and December 31, 2019, respectively			3,089,661				2,669,024
Additional paid in capital			(137,537	)			(183,183	)
Accumulated deficit			(3,154,074	)			(2,885,511	)
Total stockholders’ deficit			(201,950	)			(399,670	)
Total liabilities and stockholders’ deficit		$	17,952			$	30,886

 

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

 

 

ALTITUDE INTERNATIONAL HOLDINGS, INC.

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

and Subsidiaries

Condensed Consolidated Statement of Operations

(unaudited)

 

		For the three months ended								For the nine months ended
		September 30,								September 30,
		2020				2019				2020				2019
Revenue		$	-			$	6,910			$	1,186			$	225,602
Operating expenses
Direct costs of revenue			-				(211	)			-				103,677
Professional fees			-				13,559				45,333				54,471
Salary expenses			31,250				31,250				93,750				87,350
Stock-based compensation			2,367				435,819				9,701				449,157
Other general and administrative expenses			11,193				46,390				70,176				122,652
Total operating expenses			44,810				526,807				218,960				817,307
Loss from operations			(44,810	)			(519,897	)			(217,774	)			(591,705	)
Other income (expenses)
Loss on conversion of debt to common stock			(39,734	)			(46,666	)			(39,734	)			(46,666	)
Interest expense			(3,300	)			(5,508	)			(11,055	)			(21,234	)
Total other income (expenses)			(43,034	)			(52,174	)			(50,789	)			(67,900	)
Net loss		$	(87,844	)		$	(572,071	)		$	(268,563	)		$	(659,605	)
Earnings per share - basic and fully diluted		$	(0.00	)		$	(0.02	)		$	(0.01	)		$	(0.02	)
Weighted average number of shares of common stock - basic and fully diluted			50,710,241				32,923,639				43,288,259				29,762,895

 

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

 

 

ALTITUDE INTERNATIONAL HOLDINGS, INC.

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

and Subsidiaries

Condensed Consolidated Statement of Changes in Stockholders’ Deficit

September 30, 2020

(unaudited)

 

		Common Stock								Additional
						No				Paid in				Accumulated
		Shares				Par Value				Capital				Deficit				Total
Balance, December 31, 2018			24,271,159			$	1,785,369			$	(149,769	)		$	(2,141,625	)		$	(506,025	)
Issuance of common stock for services			37,500				4,000				2,859				-				6,859
Conversion of debt to common stock			4,487,358				314,114				-				-				314,114
Net loss for the three months ended March 31, 2019			-				-				-				(49,885	)			(49,885	)
Balance, March 31, 2019			28,796,017			$	2,103,483			$	(146,910	)		$	(2,191,510	)		$	(234,937	)
Issuance of common stock for services			37,500				2,538				(2,859	)			-				(321	)
Amortize stock options			-				-				6,800				-				6,800
Net loss for the three months ended June 30, 2019			-				-				-				(37,649	)			(37,649	)
Balance, June 30, 2019			28,833,517			$	2,106,021			$	(142,969	)		$	(2,229,159	)		$	(266,107	)
Issuance of common stock for services			6,121,644				561,891				-				-				561,891
Amortize stock options			-				-				3,984				-				3,984
Net loss for the three months ended September 30, 2019			-				-				-				(572,071	)			(572,071	)
Balance, September 30, 2019			34,955,161			$	2,667,912			$	(138,985	)		$	(2,801,230	)		$	(272,303	)
Balance, December 31, 2019			36,075,995			$	2,669,024			$	(183,183	)		$	(2,885,511	)		$	(399,670	)
Issuance of common stock for services			37,500				1,876				-				-				1,876
Amortize stock options			-				-				1,949				-				1,949
Net loss for the three months ended March 31, 2020			-				-				-				(106,028	)			(106,028	)
Balance, March 31, 2020			36,113,495			$	2,670,900			$	(181,234	)		$	(2,991,539	)		$	(501,873	)
Issuance of common stock for services			37,500				1,538				-				-				1,538
Conversion of debt to common stock			7,390,144				257,916				-				-				257,916
Amortize stock options			-				-				1,971				-				1,971
Net loss for the three months ended June 30, 2020			-				-				-				(74,691	)			(74,691	)
Balance, June 30, 2020			43,541,139			$	2,930,354			$	(179,263	)		$	(3,066,230	)		$	(315,139	)
Issuance of common stock for services			12,500				375				-				-				375
Conversion of debt to common stock			7,946,625				158,932				39,734				-				198,666
Amortize stock options			-				-				1,992				-				1,992
Net loss for the three months ended September 30, 2020			-				-				-				(87,844	)			(87,844	)
Balance, September 30, 2020			51,500,264			$	3,089,661			$	(137,537	)		$	(3,154,074	)		$	(201,950	)

 

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

 

 

ALTITUDE INTERNATIONAL HOLDINGS, INC.

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

and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the nine months ended September 30,

(unaudited)

 

		2020				2019
Cash flows from operating activities:
Net loss		$	(268,563	)		$	(659,605	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation expense			1,745				2,613
Amortization expense			460				459
Loss from conversion of debt into common stock			39,734				46,666
Stock-based compensation			9,701				449,157
Change in assets and liabilities:
Prepaid expense			4,121				(8,523	)
Accounts payable and accrued expenses			14,317				13,030
Accounts payable and accrued expenses - related party			114,277				102,562
Deferred revenue			(1,189	)			(67,117	)
Net cash used in operating activities			(85,397	)			(120,758	)
Cash flows from financing activities:
Proceeds from related party loans and advances			57,989				125,872
Proceeds from loan			20,800				-
Net cash provided by financing activities			78,789				125,872
Net increase (decrease) in cash			(6,608	)			5,114
Cash at beginning of period			8,267				2,434
Cash at end of period		$	1,659			$	7,548
Cash paid for interest		$	-			$	-
Cash paid for taxes		$	-			$	-
Non-cash investing and financing activities:
Conversion of related party debt to common stock		$	416,848			$	393,928

 

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

 

 

ALTITUDE INTERNATIONAL HOLDINGS, INC.

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

and Subsidiaries

Notes to the Condensed Consolidated Financial Statements

September 30, 2020

(unaudited)

 

NOTE 1 – NATURE OF OPERATIONS

 

Company Background

 

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

 

On June 27, 2017, the Company successfully closed a Share Exchange transaction (the “Share Exchange”) with the shareholders of Altitude International, Inc. (“Altitude”), a Wisconsin corporation. Altitude was incorporated on May 18, 2017 under the laws of the state of Wisconsin and has been operating as a wholly owned subsidiary of Altitude-NY since the Share Exchange. Altitude operates through Northern, Central, and South America sales to execute the current business plan of athletic training industry, specifically altitude training. Our objective is to be recognized as one of the upper tier specialty altitude training equipment providers in the Americas.

 

On February 13, 2018, the majority of the shareholders of the Company approved the amendment to the Articles of Incorporation to change the Company’s name from “Titan Computer Services, Inc.” to “Altitude International, Inc.” The purpose of the name change was to help further our brand identity and will reflect the major focus of our business operations, the manufacturing and distribution of products in the athletic training industry, specifically altitude training.

 

On February 14, 2020, the majority of shareholders of the Company and the Board of Directors authorized a change in the Company’s name to “Altitude International Holdings, Inc.” to reflect more diversified operations going forward. The Articles of Amendment finalizing this name change have not yet been filed by the Company.

 

On April 24, 2020, the Company formed a wholly owned subsidiary in Wisconsin called “Altitude Sports Management Corp.,” an entity that will providing fully integrated wealth, health, and career management services to its clients.

 

On August 21, 2020, the Company filed with the State of New York to change the name from Altitude International, Inc. to Altitude International Holdings, Inc.

 

Nature of Operations

 

The product designs to be licensed from Sporting Edge UK, Ltd (“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.

 

There are three unique elements to the Altitude product:

 

	●	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.

 

 

Recapitalization of Altitude

 

On June 27, 2017, the Company entered into a share exchange transaction with Altitude which resulted in a change of control of the Company. Pursuant to the terms of the Share Exchange, the Company agreed to issue 6,102,000 shares of its common stock to all the individual shareholders of Altitude on a pro rata basis (one to one share exchange). In exchange for this stock issuance, the Company received 100% of the outstanding shares of Altitude. Following this Share Exchange, Altitude became a wholly owned subsidiary of Titan. There was a cancellation of 14,700,000 shares of common stock of the Company that was held by the Company’s former majority stockholder as part of the share exchange agreement, which all had a net effect of a decrease of 8,598,000 shares in the Company’s outstanding shares. The business, assets and liabilities of the Company changed as a result of this reverse acquisition to Altitude’s business plan.

 

This share exchange transaction resulted in those shareholders obtaining a majority voting interest in –the Company and control of the Board of Directors of the Company. Generally accepted accounting principles require that the Company whose shareholders retain the majority interest and control in a combined business be treated as the acquirer for accounting purposes, resulting in a reverse acquisition with Altitude as the accounting acquirer and the Company as the acquired party. Accordingly, the share exchange transaction has been accounted for as a recapitalization of Altitude, whereby is deemed to be the continuing, surviving entity for accounting purposes but through reorganization, has deemed to have adopted the capital structure of Altitude - NY. The equity section of the accompanying condensed consolidated financial statements has been restated to reflect the recapitalization of the Company due to the reverse acquisition.

 

Accordingly, all references to common shares of Altitude’s common stock have been restated to reflect the equivalent number of the Company’s common shares. In other words, the 6,102,000 Altitude shares outstanding at the time of the share exchange are restated to 21,228,659 common shares (prior to the 500,000 common share capital raise mentioned below that was conducted after the share exchange agreement), as of June 27, 2017. Each share of Altitude is accordingly restated at a multiple of approximately 3.48 shares of the Company for the weighted average shares outstanding for the loss per share calculations in the accompanying condensed consolidated statement of operations.

 

The book value of the net assets that for accounting purposes, were deemed to have been acquired by Altitude from the Company, as of the date of acquisition (June 27, 2017) were $0, after the waiver of all debts from officers and third parties.

 

A condition to the closing of the Share Exchange Agreement was raising $100,000 in the Company. On June 27, 2017, the Company issued 500,000 shares of its common stock to an accredited investor pursuant to a Subscription Agreement for $100,000, or $0.20 per share which was kept at escrow account. During the recapitalization, the Company incurred legal fees of $12,500 which was paid through the attorney’s escrow account and recorded as transaction costs which were netted against the $100,000 proceeds.

 

Altitude International, Inc.

 

Altitude International, Inc. (“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. On May 18, 2017, 6,102,000 shares of common stock at $0.001 (par) were issued as founder shares, valued at a total of $6,102 to 15 individuals. These shares were issued for future potential services from these various individuals and as of the date of this issuance, no value was placed on these future potential services and were therefore recorded at par value as stock-based compensation to the founders.

 

On June 27, 2017, after the closing of certain Stock Purchase Agreements, in private sale transaction and the Share Exchange Agreement, a change of control of the Company occurred and the new operational focus of the Company commenced. See Notes 6 and 8.

 

Altitude will operate 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.

 

Changes in Management and the Board of Directors

 

On January 25, 2019, Robert Kanuth (“Kanuth”) was appointed as the Company’s new CEO and David Vincent resigned as CEO and was appointed as the Company’s Chief Technology Officer.

 

 

On June 27, 2019, Greg Anthony and Peter Sandore were elected to serve on the Board of Directors.

 

On August 20, 2019, Dave Vincent resigned as a director and CTO of the Company.

 

On September 19, 2019, Greg Anthony was appointed as President of the Company.

 

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.

 

Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

 

The unaudited condensed financial statements of the Company for the nine month periods ended September 30, 2020 and 2019 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2019 was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2020. These financial statements should be read in conjunction with that report.

 

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. At September 30, 2020, we had $1,659 in cash. Our net losses incurred for the nine months ended September 30, 2020 were $268,563 and working capital deficit was $212,242 at September 30, 2020. 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.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Altitude. All significant intercompany balances and transactions have been eliminated in the consolidation. The consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles (“GAAP”) and stated in United States dollars, have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission.

 

 

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

 

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

 

Intangible Assets

 

Costs incurred to file patent applications and acquired intangibles are capitalized when the Company believes that there is a high likelihood that the patent will be issued and there will be future economic benefit associated with the patent. These costs will be amortized on a straight-line basis over a 20 year life from the date of patent filing. All costs associated with abandoned patent applications are expensed. In addition, the Company will review the carrying value of patents for indicators of impairment on a periodic basis and if it determines that the carrying value is impaired, it values the patent at fair value. As of September 30, 2020, carrying value of patent was $10,293.

 

In accordance with the provisions of the applicable authoritative guidance, the Company’s long-lived assets and amortizable intangible assets are tested for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. The Company assesses the recoverability of such assets by determining whether their carrying value can be recovered through undiscounted future operating cash flows, including its estimates of revenue driven by assumed market segment share and estimated costs. If impairment is indicated, the Company measures the amount of such impairment by comparing the fair value to the carrying value. The amortization of the trademark was not significant for the period ended September 30, 2020.

 

Recent Accounting Pronouncements

 

Recently Issued Accounting Standards: Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

 

NOTE 3 – INTANGIBLE ASSETS - TRADEMARK

 

The Company has intangible assets related to a trademark. The amortization of the intangible asset is over a twenty-year period. As of September 30, 2020, and December 31, 2019, the Company had intangible assets, net of accumulated amortization, of $10,293 and $10,753, respectively. The intangible assets are as follows:

 

		September 30,				December 31,
		2020				2019
Trademark		$	12,284			$	12,284
Total intangible assets			12,284				12,284
Less: Accumulated amortization			1,991				1,531
Intangible assets, net		$	10,293			$	10,753

 

Amortization expense of the trademark for the nine months ended September 30, 2020 and 2019 were $460 and $459, respectively.

 

 

NOTE 4 – NOTES PAYABLE

 

Note payable
		September 30, 2020												December 31, 2019
						Accrued												Accrued
		Principal				Interest				Total				Principal				Interest				Total
David Vincent		$	-			$	-			$	-			$	20,000			$	3,595			$	23,595
David Vincent			-				-				-				40,000				6,707				46,707
Joseph B. Frost			40,000				20,707				60,707				40,000				4,252				44,252
Joseph B. Frost			500				76				576				500				6				506
Joseph B. Frost			10,000				4,349				14,349				10,000				833				10,833
Joseph B. Frost			13,000				5,576				18,576				13,000				1,012				14,012
David Vincent			-				-				-				5,000				48				5,048
David Vincent			-				-				-				15,000				26				15,026
Robert Kanuth			1,500				27				1,527				-				-				-
Robert Kanuth			4,200				71				4,271				-				-				-
Total		$	69,200			$	30,806			$	100,006			$	143,500			$	16,479			$	159,979

 

On March 2, 2018, Frost, a director, loaned the Company $40,000 in the form of a promissory note. The note bears interest of 20% and has the term of one year, at which time all principal and interest will be paid in a balloon payment. As of September 30, 2020, this note is in default and the accrued interest was $20,707, and the principal balance was $40,000.

 

On July 30, 2018, Frost, a director, loaned the Company $10,000 in the form of a promissory note. The note bears interest of 20% and has the term of one year, at which time all principal and interest will be paid in a balloon payment. As of September 30, 2020, the accrued interest was $4,349, the principal balance was $10,000, and the note is in default.

 

On August 10, 2018, Frost, a director, loaned the Company $13,000 in the form of a promissory note. The note bears interest of 20% and has the term of six months, at which time all principal and interest will be paid in a balloon payment. As of September 30, 2020, this note is in default and the accrued interest was $5,576, the principal balance was $13,000, and the note is in default.

 

On November 5, 2018, Frost, 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. As of September 30, 2020, the accrued interest was $76, and the principal balance was $500.

 

On January 24, 2019, Kanuth, an officer and director, loaned the Company $11,000 in the form of a 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 July 15, 2019, the principal of $11,000 and accrued interest of $319 was converted into common stock of the Company. On April 7, 2020, the accrued interest balance was converted into common stock of the Company (see Note 7).

 

On February 4, 2019, Kanuth, an officer and director, loaned the Company $13,197 in the form of a 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 July 15, 2019, the principal of $13,197 was converted into common stock of the Company. On April 7, 2020, the accrued interest balance was converted into common stock of the Company (see Note 7).

 

On February 4, 2019, Kanuth, an officer and director, loaned the Company $5,000 in the form of a 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 July 15, 2019, the principal of $5,000 was converted into common stock of the Company. On April 7, 2020, the accrued interest balance was converted into common stock of the Company (see Note 7).

 

On April 30, 2019, Kanuth, an officer and director, loaned the Company $6,514 in the form of a 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 7, 2020, the balance was converted into common stock of the Company (see Note 7).

 

On May 23, 2019, Kanuth, an officer and director, loaned the Company $6,544 in the form of a 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 7, 2020, the balance was converted into common stock of the Company (see Note 7).

 

 

On August 13, 2019, Kanuth, an officer and director, loaned the Company $10,000 in the form of a 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 7, 2020, the balance was converted into common stock of the Company (see Note 7).

 

On September 5, 2019, Kanuth, an officer and director, loaned the Company $20,000 in the form of a 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 7, 2020, the balance was converted into common stock of the Company (see Note 7).

 

On September 16, 2019, Kanuth, an officer and director, loaned the Company $10,000 in the form of a 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 7, 2020, the balance was converted into common stock of the Company (see Note 7).

 

On October 16, 2019, Kanuth, an officer and director, loaned the Company $30,000 in the form of a 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 7, 2020, the balance was converted into common stock of the Company (see Note 7).

 

On October 31, 2019, Kanuth, an officer and director, loaned the Company $8,000 in the form of a 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 7, 2020, the balance was converted into common stock of the Company (see Note 7).

 

On November 8, 2019, Kanuth, an officer and director, loaned the Company $70,000 in the form of a 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 7, 2020, the balance was converted into common stock of the Company (see Note 8).

 

On November 25, 2019, Kanuth, an officer and director, loaned the Company $9,000 in the form of a 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 7, 2020, the balance was converted into common stock of the Company (see Note 7).

 

On December 17, 2019, Kanuth, an officer and director, loaned the Company $20,000 in the form of a 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 7, 2020, the balance was converted into common stock of the Company (see Note 7).

 

On January 3, 2020, Kanuth, an officer and director, loaned the Company $10,000 in the form of a 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 7, 2020, the balance was converted into common stock of the Company (see Note 7).

 

On February 8, 2020, Kanuth, an officer and director, loaned the Company $4,860 in the form of a 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 7, 2020, the balance was converted into common stock of the Company (see Note 7).

 

On February 26, 2020, Kanuth, an officer and director, loaned the Company $10,000 in the form of a 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 7, 2020, the balance was converted into common stock of the Company (see Note 7).

 

On March 18, 2020, Kanuth, an officer and director, loaned the Company $30,000 in the form of a 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. n April 7, 2020, the balance was converted into common stock of the Company (see Note 7).

 

On March 31, 2020, Kanuth, an officer and director, loaned the Company $3,129 in the form of a 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 7, 2020, the balance was converted into common stock of the Company (see Note 7).

 

On April 9, 2020, Kanuth, an officer and director, loaned the Company $1,500 in the form of a 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. As of September 30, 2020, the principal balance was $1,500 and the accrued interest was $27.

 

 

On April 15, 2020, Kanuth, an officer and director, loaned the Company $4,200 in the form of a 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. As of September 30, 2020, the principal balance was $4,200 and the accrued interest was $71.

 

On May 5, 2020, the Company received $20,800 in the form of a loan through the CARES Act Paycheck Protection Program. The balance at September 30, 2020 was $20,800.

 

NOTE 5 – COMMITMENTS AND CONTINGENCIES

 

The Company is subject, from time to time, to claims by third parties under various legal disputes. The defense of such claims, or any adverse outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition and cash flows. As of November 9, 2020, the Company did not have any legal actions pending against it.

 

On June 27, 2017, Altitude entered a license agreement with Sporting Edge UK (see Note 1), 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, The Continent of South America.
	●	Other territories as may be agreed from time to time, on a temporary or permanent basis.

 

All amounts due under the 2017 license agreement were waived, as were all royalty fees.

 

NOTE 6 – RELATED PARTY TRANSACTIONS

 

As of December 31, 2019, and September 30, 2020, the balance due to our former CEO, David Vincent, was recorded under stockholder’s advance of $36,211 and $36,211, respectively, which is a verbal agreement, non-interest bearing, unsecured and payable on demand. On February 9, 2018, the Board of Directors changed the arrangement whereas the advance would begin accruing interest at the rate of 20%. The Company had accrued expenses to David Vincent, as of December 31, 2018 of $57,948 which were converted into common stock on January 10, 2019.

 

Altitude has an oral agreement with its Chairman of the Board and current CEO, Robert Kanuth, in which it will provide for reimbursement of private airline travel expenses incurred on behalf of the Company, for his use of an aircraft in which he has an interest in.. The remuneration package for the Chairman is currently under negotiation as are the terms and validity of a purported agreement between the Chairman and the Company’s CEO regarding shares to be transferred from the CEO to the Chairman upon sales milestones being reached. The Company and its subsidiaries were not parties to the purported agreement, and their property is not the subject of the purported agreement.

 

NOTE 7 – 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.

 

As of September 30, 2020, and December 31, 2019, the Company has no preferred stock issued and outstanding.

 

 

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.

 

On January 1, 2020, the Company was contractually obligated to issue its legal counsel 12,500 shares of common stock for legal work for January 2020. The common stock of the Company is thinly traded and had a value of $0.0401 per share, therefore the Company recorded the transaction at $501.

 

On February 1, 2020, the Company was contractually obligated to issue its legal counsel 12,500 shares of common stock for legal work for February 2020. The common stock of the Company is thinly traded and had a value of $0.07 per share, therefore the Company recorded the transaction at $875.

 

On March 1, 2020, the Company was contractually obligated to issue its legal counsel 12,500 shares of common stock for legal work for March 2020. The common stock of the Company is thinly traded and had a value of $0.04 per share, therefore the Company recorded the transaction at $500.

 

On April 1, 2020, the Company was contractually obligated to issue its legal counsel 12,500 shares of common stock for legal work for April 2020. The common stock of the Company is thinly traded and had a value of $0.025 per share, therefore the Company recorded the transaction at $313.

 

On April 7, 2020, Kanuth converted $257,916 of notes and accrued interest into 7,390,144 shares of common stock of the Company, at the current market price of $0.345.

 

On May 1, 2020, the Company was contractually obligated to issue its legal counsel 12,500 shares of common stock for legal work for May 2020. The common stock of the Company is thinly traded and had a value of $0.051 per share, therefore the Company recorded the transaction at $638.

 

On June 1, 2020, the Company was contractually obligated to issue its legal counsel 12,500 shares of common stock for legal work for June 2020. The common stock of the Company is thinly traded and had a value of $0.047 per share, therefore the Company recorded the transaction at $588.

 

On July 1, 2020, the Company was contractually obligated to issue its legal counsel 12,500 shares of common stock for legal work for July 2020. The common stock of the Company is thinly traded and had a value of $0.03 per share, therefore the Company recorded the transaction at $375.

 

On July 9, 2020, Frost converted $158,932 of debt into 7,946,625 shares of common stock. The conversion was at a discount whereas the fair market value was $198,666. The Company recognized a loss of $39,734 related to the discount.

 

As of September 30, 2020, and December 31, 2019, the Company has 51,500,264 and 36,075,995 shares of no par common stock issued, issuable, and outstanding.

 

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 Vincent. 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. As of September 30, 2020, $5,912 was amortized. These options expired three months following Vincent’s resignation because they were not exercised prior to that time.

 

 

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. As of September 30, 2020, $16,697 was amortized.

 

NOTE 8 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission. The Company has determined that there are no other such events that warrant disclosure or recognition in the financial statements, except as stated herein.

 

The outbreak of the coronavirus (COVID-19) resulted in increased travel restrictions, and shutdown of businesses, which may cause slower recovery of the economy. We may experience impact from quarantines, market downturns and changes in customer behavior related to pandemic fears and impact on our workforce if the virus continues to spread. In addition, one or more of our customers, partners, service providers or suppliers may experience financial distress, delayed or defaults on payment, file for bankruptcy protection, sharp diminishing of business, or suffer disruptions in their business due to the outbreak. The extent to which the coronavirus impacts our results will depend on future developments and reactions throughout the world, which are highly uncertain and will include emerging information concerning the severity of the coronavirus and the actions taken by governments and private businesses to attempt to contain the coronavirus. It is likely to result in a potential material adverse impact on our business, results of operations and financial condition. Wider-spread COVID-19 globally could prolong the deterioration in economic conditions and could cause decreases in or delays in advertising spending and reduce and/or negatively impact our short-term ability to grow our revenues. Any decreased collectability of accounts receivable, bankruptcy of small and medium businesses, or early termination of agreements due to deterioration in economic conditions could negatively impact our results of operations.

 

 

ITEM 2 - 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-Q, 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.

 

This discussion should be read in conjunction with our financial statements on our 2019 Form 10-K, and our financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q.

 

Results of Operations

 

For the three months ended September 30, 2020 compared to the three months ended September 30, 2019

 

Revenue

 

The Company had revenue of $0 for the three months ended September 30, 2020 compared to $6,910 for the comparable period in 2019. The decrease in revenue is primarily attributable to the business not operating due to the COVID-19 pandemic.

 

Operating Expenses

 

The Company had operating expenses of $44,810 for the three months ended September 30, 2020 compared to $526,807 for the three months ended September 30, 2019. The decrease was primarily due to stock-based compensation of $2,367 for 2020 compared to $435,819 for the same period in 2019. This decrease is primarily attributable to the business not operating due to the COVID-19 pandemic.

 

Net Loss

 

The Company had a net loss of $87,844 for the three months ended September 30, 2020 compared to $572,071 for the three months ended September 30, 2019.

 

 

For the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019

 

Revenue

 

The Company had revenue of $1,186 for the nine months ended September 30, 2020 compared to $225,602 for the comparable period in 2019. The decrease in revenue is primarily attributable to the business not operating due to the COVID-19 pandemic.

 

Operating Expenses

 

The Company had operating expenses of $218,960 for the nine months ended September 30, 2020 compared to $817,307 for the nine months ended September 30, 2019. The decrease was primarily due to direct costs of revenue of $0 for 2020 compared to $103,677 for the same period in 2019 and stock-based compensation of $9,701 for 2020 compared to $449,157 for the same period in 2019. This decrease is primarily attributable to the business not operating due to the COVID-19 pandemic.

 

Net Loss

 

The Company had a net loss of $268,563 for the nine months ended September 30, 2020 compared to $659,605 for the nine months ended September 30, 2019.

 

Liquidity and Capital Resources

 

As of September 30, 2020, the Company had cash and cash equivalents of $1,659. We do not have sufficient resources to effectuate our business. We expect to incur a minimum of $320,000 in expenses during the next twelve months of operations. We estimate that these expenses will be comprised primarily of general expenses including overhead, legal and accounting fees.

 

We used cash in operations of $85,397 for the nine months ended September 30, 2020. The negative cash flow from operating activities for the nine months ended September 30, 2020 is attributable to the Company’s net loss from operations of $228,829.

 

We used cash in investing for financing activities of $0 for the nine months ended September 30, 2020.

 

We had cash provided by financing activities of $78,789 for the nine months ended September 30, 2020, consisting primarily of loans from Kanuth in the amount of $57,989.

 

We will have to raise funds to pay for our expenses. We may have to borrow money from shareholders or issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds for our operations will have a severe negative impact on our ability to remain a viable company.

 

Plan of Operation

 

The Company produces systems under license from Sporting Edge UK. These systems include the control of simulated altitude as a minimum and often the simultaneous control of temperature and humidity, providing a full environmental capability. Also included in the license are the Training Protocols that Sporting Edge UK has established to ensure that the optimum results are achieved by athletes using the altitude facilities.

 

The Company will be setting up manufacturing in 2020 to address the need for quicker system turnaround. This will consist primarily of manufacturing space, but with a small office content. The work will primarily consist of the assembly of components into the unique licensed designs. Initial recruitment of technically capable persons will be necessary, followed by short training blocks to pass on the required skills. A small team will visit the UK to obtain hands-on experience of the manufacturing requirement.

 

 

The Company has two approaches to penetrating the market.

 

	●	Leveraging the broad expanse of contacts delivered by the addition of our new President, Greg Anthony. Mr. Anthony had a distinguished career in the NBA playing 11 seasons for a number of the best teams in the NBA. Currently he serves as a commentator on NBA TV and for the Turner Broadcast Network. From this unique position and background, Mr. Anthony will bring a clear entry point for discussions with both professional and collegiate teams around the US.
	●	The Company also has Board members and Company Ambassadors who are able to access key, top level decision makers via their personal contact networks.

 

The Company has access to facilities that have been sold in the US to demonstrate system design and function.

 

Customer support and installation activities will be carried out by Altitude International staff.

 

The Company has installed a chamber at Tulane University.

 

The Company has installed a chamber at the Miami Dolphins facility.

 

Commercial operations are centered in Florida.

 

In April 2020, the Company formed a wholly owned subsidiary, Altitude Sports Management Corp.

 

The Company has been impacted by the COVID-19 pandemic, and some of its earlier plans to further diversify its operations and expand its operating subsidiaries have been paused due to the economic uncertainty.

 

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.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

Not required.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company’s controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. 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 Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its chief executive and chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to the chief executive and interim chief financial officer to allow timely decisions regarding disclosure.

 

 

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are not effective as of such date. The Chief Executive Officer and Chief Financial Officer have determined that the Company continues to have the following deficiencies which represent a material weakness:

 

	●	The Company does not have a majority of independent directors;
	●	Lack of in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough understanding of these transactions;
	●	Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting; and
	●	Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes.
	●	To remediate our internal control weaknesses, management intends to implement the following measures: as funding permits, the Company will add sufficient accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements; the Company will hire staff technically proficient at applying U.S. GAAP to financial transactions and reporting; and upon the hiring of additional accounting personnel, the Company will develop and maintain adequate written accounting policies and procedures.

 

The additional hiring is contingent upon The Company’s efforts to obtain additional funding through equity or debt and the results of its operations. Management hopes to secure funds in the coming fiscal year but provides no assurances that it will be able to do so.

 

Limitations on the Effectiveness of Controls

 

The Company’s officers do 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

 

During the fiscal quarter covered by this Quarterly Report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

From time to time, we 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. Except as set forth below, we are currently not aware of any such pending or threatened legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

 

 

Item 1A. Risk Factors

 

As a smaller reporting company, we are not required to include disclosure under this item. We refer readers to our Form 10-K for additional risk factor disclosures.

 

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.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

On July 8, 2020, the Company issued 7,946,625 restricted shares of common stock to Joseph Frost (“Frost”) upon the conversion of $158,932 in existing debt owed to Frost that has been accrued by 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 each shareholder, 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. The holders provided legal opinions pursuant to Rule 144 promulgated under Section 4(a)(1) of the Securities Act.

 

On July 1, 2020, the Company issued 12,500 restricted shares of common stock its legal counsel. 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.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information

 

None.

 

 

Item 6. Exhibits

 

Exhibit
Number		Description
3.1		Articles of Incorporation (incorporated by reference from the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on January 19, 2016).
3.1.1		Amended Articles of Incorporation (incorporated by reference from the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on January 19, 2016).
3.1.2		Articles of Incorporation of Altitude International (incorporated by reference to the form 8-K filed by the Company on July 3, 2017).
3.2		Amended Articles of Incorporation filed on June 4, 2018 (incorporated by reference to the form 8-K filed on August 8, 2018).
10.1		Share Exchange Agreement (incorporated by reference to exhibit 3.2 to the form 8-K filed by the Company on July 3, 2017).
10.2		Licensing Agreement (incorporated by reference to exhibit 10.1 to the form 8-K filed by the Company on July 3, 2017).
10.3		Sole Distribution Agreement (incorporated by reference to exhibit 10.2 to the form 8-K filed by the Company on July 3, 2017).
31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 INS		XBRL Instance Document *
101 SCH		XBRL Taxonomy Extension Schema Document *
101 CAL		XBRL Taxonomy Calculation Linkbase Document *
101 DEF		XBRL Taxonomy Extension Definition Linkbase Document *
101 LAB		XBRL Taxonomy Labels Linkbase Document *
101 PRE		XBRL Taxonomy Presentation Linkbase Document *

 

*Filed Herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

SIGNATURE		TITLE		DATE
/s/ Robert Kanuth		Principal Executive Officer and Principal Financial		November 12, 2020
Robert Kanuth		and Accounting Officer