Altitude International (ALTD) Risk Analysis

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.

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.

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.

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 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.

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.

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.

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.

Historically, we have incurred debt for acquisitions and to fund our renovation, redevelopment, and rebranding programs. Limitations upon our access to additional debt could adversely affect our ability to fund these programs or grow our businesses in the future. Our financial leverage could negatively affect our business and financial results, including the following: - require us to dedicate a substantial portion of our 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 other 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.

Our loan agreements contain various financial covenants. They 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 the Company's wholly owned subsidiaries have agreed to guarantee the obligations under the loan and have pledged their equity and granted a security interest in all their assets to the lender.

Under the Loan Agreement with FVP Servicing, LLC, we are obligated to pay the $750,000 note by June 30, 2025. 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 may be subject to business foreclosure proceedings and enforcement of the security agreement.

Due to the restrictions placed on the Company as a result of the Loan Agreement with FVP Servicing, LLC, as long as there are any outstanding amounts owed to the lender, lender may have to effectively consent to any transaction involving the Company, including transaction involving indebtedness, liens, a new line of business, transactions with affiliates, changing its principal place of business or chief executive office, amending or modifying its certificate of formation or incorporation, operating agreement, by-laws or other organizational documents, cancel or otherwise forgive or release any claim or debt, and sell, lease, assign, transfer or otherwise dispose of any property, consolidate with or merge into another entity, or acquire all or substantially all the assets of any other business, liquidate, dissolve or suspend its business operations, or acquire or permit an affiliate to acquire any loans or other debt securities, among other things. In the event lender does not consent to any such transaction, we may be prohibited (either effectively or otherwise) from completing a such transaction in the future, including, but not limited to a combination or acquisition which may be accretive to stockholders. Furthermore, lender may condition the approval of a future transaction, which conditions may not be favorable to stockholders.

Mr. Breunich has provided personal guarantees in certain acts of default under various finance agreements. Should the Company default and Mr. Breunich is unable to personally rectify the default, the default could jeopardize the Company's operations thereby potentially reducing the value of the Company. Further, Mr. Breunich is still a guarantor on the Lease Agreement with STORE Capital Acquisitions, LLC, despite no longer being a party to that Lease following the Settlement Agreement.

As part of the 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.

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.

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.