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 2020 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, 2021, compared to the three months ended September 30, 2020





Revenue


The Company had revenue of $1,472,194 for the three months ended September 30, 2021, compared to $828,107 for the comparable period in 2020. The increase in 2021 compared to 2020 is due to 2020 being impacted by COVID-19 restrictions whereas 2021 reflects the rebound in the tuition business as the Company works its way out of the impact of COVID-19.





Direct Costs of Revenue


The Company had direct costs of revenue of $215,714 for the three months ended September 30, 2021, compared to $235,459 for the comparable period in 2020. In 2020, direct costs of revenue were at a higher percentage of sales, compared to the same period in 2021. In 2021 the Company was able to reduce the expenses related to sales due to a renegotiated contract.





Operating Expenses


The Company had operating expenses of $1,696,732 for the three months ended September 30, 2021, compared to $1,413,504 for the three months ended September 30, 2020. The increase was primarily due to stock-based compensation of $85,077 for the three months ended September 30, 2021 compared to $2,367 for the same period in 2020. The operating expenses for the three months ended September 30, 2021 are comprised of the following: direct costs of revenue, $215,714, professional fees, $133,358, salary expenses, $662,906, stock-based compensation, $85,077, marketing expense, $86,013, and other general and administrative, $513,665.





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Net Loss


The Company had a net loss of $226,319 for the three months ended September 30, 2021, compared to $663,755 for the three months ended September 30, 2020.

For the nine months ended September 30, 2021, compared to the nine months ended September 30, 2020





Revenue


The Company had revenue of $5,522,499 for the nine months ended September 30, 2021, compared to $4,091,315 for the comparable period in 2020. The increase in 2021 compared to 2020 is due to 2020 being impacted by COVID-19 restrictions whereas 2021 reflects the rebound in the tuition business as the Company works its way out of the impact of COVID-19.





Direct Costs of Revenue


The Company had direct costs of revenue of $924,110 for the nine months ended September 30, 2021, compared to $622,654 for the comparable period in 2020. As a percentage of revenue, the expenses were relatively the same between 2021 and 2020.





Operating Expenses



The Company had operating expenses of $8,860,978 for the nine months ended September 30, 2021, compared to $4,483,438 for the nine months ended September 30, 2020. The increase was primarily due to stock-based compensation of $3,063,185 for the nine months ended September 30, 2021 compared to $9,701 for the same period in 2020 and the increase in salaries from $1,904,495 for the nine months ended September 30, 2020 compared to $2,642,602 for the nine months ended September 30, 2021 due to increased services as the Company is coming out of the impact of COVID-19. The operating expenses for the nine months ended September 30, 2021 are comprised of the following: direct costs of revenue, $924,110, professional fees, $475,910, salary expenses, $2,642,602, stock-based compensation, $3,063,185, marketing expense, $183,169, and other general and administrative, $1,572,003.





Net Loss


The Company had a net loss of $4,281,791 for the nine months ended September 30, 2021, compared to $493,294 for the nine months ended September 30, 2020.

Liquidity and Capital Resources

As of September 30, 2021, the Company had cash and cash equivalents of $324,764. We do not have sufficient resources to effectuate our business. We expect to incur expenses offset by revenues 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. To maintain our plan of growth, we need to raise a minimum of an additional $750,000. These factors raise substantial doubts about the Company's ability to continue as a going concern.

Operations used cash of $716,572 for the nine months ended September 30, 2021.

We used cash in investing for financing activities of $0 for the nine months ended September 30, 2021.

We had cash provided by financing activities for the nine months ended September 30, 2021, of $907,333.

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


Altitude International Holdings, Inc. is a multi-faceted organization focused on integrating advanced training and hydration technology with specialized sports training. Commercial operations are centered in Florida.





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Since 2017, Altitude has specialized in creating properly engineered, membrane-based designs for simulated altitude training equipment. The product line ranges from personal at home use machines to fully integrated environmental rooms and chambers. The Company has access to facilities that have been sold in the US to demonstrate system design and function. The Company has sold chambers to a college, an NBA team and an NFL team.

Since the Share Exchange Agreement with Breunich Holdings, Inc. ("BHI") closed in July 2021, the Company has expanded its operations through its acquisition of BHI and its several operating subsidiaries: Altitude Academies (formerly "ITA-USA Enterprise, LLC D.B.A. Club Med Academies"), Altitude Soccer (formerly "CMA Soccer, LLC"), Altitude Volleyball (formerly "NVL Academy LLC"), North Miami Beach Academy LLC, Altitude Water (formerly "Trident Water, LLC"), Six Log Cleaning & Sanitizing LLC, and Altitude Wellness.

Altitude now operates in various business divisions through its subsidiaries, mainly within performance training and specialized academic environments. It also manages and operates a subsidiary that manufactures Pure Water Generators utilizing a patented ozonated water treatment technology. This technology produces pure, oxygenated drinking water from the humidity in the air.

It's "business as usual" with the Academy tuition operations. The Company is seeing signs of its full-time enrollment momentum heading back toward pre-COVID levels. The short-time weekly tuition volume and revenue this past August was another indication that customers are actively getting back on track with travel and boarding options for their children. The capture rates are up across the board on less volume with the exception of Altitude Soccer which went through a transition losing two of its top-tier coaches during the height of our annual re-enrollment period. Despite this temporary obstacle, the Company rebounded making replacements of equal talent quickly while at the same time increasing enrollment.

Altitude Academies' new recruiting relationship has proven positive. Already, the group has sent ten full-time student athletes from Brazil, Ecquador, Boliva, and the Philippines. The majority of the customers recruited are soccer players, although there were two golfers and plan to send ten full-time athletes that will start this Spring semester. All of these new students will likely attend on multi-year stays. The group activity as well as the professional soccer pre-season team activity has re-engaged.

Altitude recently established a relationship with the team that will be managing Altitude Wellness, allowing a recurring revenue strategy for the altitude chamber business and moving beyond Altitude's previous one-time sales model. The Altitude Wellness program format will be a blend of membership, private pay and insurance reimbursable rehab services

Altitude Water has 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. RussKapp has also made purchases of Altitude machines that are going in regional government facilities. This segment has experienced supply change challenges but has been innovative in securing promising alternate sources to deal with the global situation. Our water business is expanding into new market segments.

Altitude Online Learning LLC was recently established to support and address the global demand in distance learning. This is an 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.

In summary, after completing the acquisition of BHI, Altitude's marketing team has spent the past months integrating the re-branding and revamping process of the Altitude and all of the subsidiaries. This initiative consisted of the updating or new creation of all websites, social media platforms, ad campaigns, collateral material, apparel, and gear, all of which, now reflect the Altitude name and new initiatives of the company. From this point forward, our energies will be focused on synergistic acquisitions and partnerships, as evidenced with the addition of Altitude Wellness and Altitude Online Learning. We are currently evaluating other opportunities in the Academy, learning, and wellness sectors.





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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.

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