Item 1.01 Entry into Definitive Material Agreement.

On March 7, 2022, Altitude International Holdings, Inc. ("Altitude" or the "Company") and the Company's wholly owned subsidiary CMA Soccer, LLC ("CMAS") entered into a Consulting, Management and License Agreement (the "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 Materials"), proprietary technologies and platforms (the "RUSH Technologies"), and a database of individuals (the "RUSH Database").

Pursuant to the terms of the Agreement, CMAS agreed to administer, deliver and develop the RUSH Programs for an initial term of ten 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.

CMAS agreed to pay RUSH Soccer a fee of $20,000 per year annually during the term of the Agreement.

CMAS and the Company agreed to engage Timothy Schulz ("Schulz"), RUSH Soccer's president and CEO, and other key personnel from RUSH Soccer to perform work for CMAS.

Additionally, the Company, CMAS and RUSH Soccer agreed to establish a RUSH-branded men's professional soccer team (the "Pro Team") that shall be a wholly owned subsidiary of CMAS and shall be managed by Schulz. The Company, CMAS and RUSH Soccer agree to work together to raise $3,000,000, $2,700,000 of which shall be used for the establishment and operation of the Pro Team and $300,000 of which will be used for the administration of the RUSH Programs. If the amount for the Pro Team is not raised within the first three years of the Agreement, RUSH Soccer may terminate the Agreement within 60 days following the fourth year anniversary of the Agreement.

Item 9.01 Financial Statements and Exhibits.





10.1     Consulting, Management and License Agreement by and among Altitude
       International Holdings, Inc, CMA Soccer, LLC and Soccer Partners America,
       dated March 7, 2022*
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)




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