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 2021 Form 10-K, and our financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q.





Plan of Operation


The 2022 operational plan consists of:





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




  a. Altitude Chamber Technology Division

  b. Tennis, Golf, Basketball, Volleyball 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




  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).



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.





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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 three months ended March 31, 2022, compared to the three months ended March 31, 2021





Revenue


The Company had revenue of $2,121,736 for the three months ended March 31, 2022, compared to $1,905,339 for the comparable period in 2021. The increase in 2022 compared to 2021 is due to 2021 being impacted by COVID-19 restrictions whereas 2022 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 $696,005 for the three months ended March 31, 2022, compared to $801,511 for the comparable period in 2021. In 2021, direct costs of revenue were at a higher percentage of sales, compared to the same period in 2022. In 2022 the Company was able to reduce the expenses related to sales due to a renegotiated contract.





Operating Expenses


The Company had operating expenses of $2,410,046 for the three months ended March 31, 2022, compared to $1,877,241 for the three months ended March 31, 2021. The increase was primarily due to stock-based compensation ($85,900 for the three months ended March 31, 2022, compared to $0 for the same period in 2021), professional fees ($316,148 for the three months ended March 31, 2022, compared to $53,366 for the same period in 2021), and rent expense ($166,490 for the three months ended March 31, 2022, compared to $33,876 for the same period in 2021). The operating expenses for the three months ended March 31, 2022 are comprised of the following: professional fees, $316,148, salary expenses, $718,095, stock-based compensation, $85,900, marketing expense, $48,314, rent expense, $166,490, and other general and administrative, $379,094.





Net Income (Loss)


The Company had a net loss of $304,282 for the three months ended March 31, 2022, compared to net income of $18,630 for the three months ended March 31, 2021.

Liquidity and Capital Resources

As of March 31, 2022, the Company had cash and cash equivalents of $916,589. 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 $805,577 for the three months ended March 31, 2022 compared to $654,107 for the same period in 2021.





22






We provided cash from investing for financing activities of $1,199,001 for the three months ended March 31, 2022 compared to $137,204 for the same period in 2021.

We had cash provided by financing activities for the three months ended March 31, 2022, of $100,000 compared to $1,303,155 for the same period in 2021.

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.

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