0001185185-19-001004.txt : 20190724 0001185185-19-001004.hdr.sgml : 20190724 20190723181743 ACCESSION NUMBER: 0001185185-19-001004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190717 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20190724 DATE AS OF CHANGE: 20190723 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALTITUDE INTERNATIONAL, INC CENTRAL INDEX KEY: 0001664127 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 133778988 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-55639 FILM NUMBER: 19968737 BUSINESS ADDRESS: STREET 1: 515 E. LAS OLAS BOULEVARD, SUITE 120 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: (954) 256-5120 MAIL ADDRESS: STREET 1: 515 E. LAS OLAS BOULEVARD, SUITE 120 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 FORMER COMPANY: FORMER CONFORMED NAME: Titan Computer Services Inc. DATE OF NAME CHANGE: 20160119 8-K 1 altitude20190723_8k.htm FORM 8-K altitude20190723_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report: July 17, 2019

 

ALTITUDE INTERNATIONAL, INC

 (Exact name of Registrant as specified in its Charter)

 

New York

000-55639

13-3778988

(State or Other Jurisdiction of

(Commission File Number)

(I.R.S. Employer Identification No.)

Incorporation)

 

 

 

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)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see general instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

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. ☐ 

 

 
 

 

Item 3.02 Unregistered Sales of Equity Securities.

 

On July 17, 2019, the Company issued 1,134,144 restricted shares of common stock to Robert Kanuth (“Kanuth”) upon the conversion of $79,390.02 in existing debt owed to Kanuth 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 17, 2019, 2019, the Company issued shares of common stock to its directors, officer, and certain consultants for their service to the Company. J.B. Frost was issued 1,000,000 restricted shares of common stock, Greg Anthony was issued 1,000,000 restricted shares of common stock, Pete Sandore was issued 1,000,000 restricted shares of common stock and its legal counsel was issued 62,500 restricted shares of common stock. 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.

 

 
 

 

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 hereunto duly authorized.

 

 

 

Date:  July 23, 2019

 

 

ALTITUDE INTERNATIONAL, INC.

 

 

 

By: /s/ Robert Kanuth

Name:  Robert Kanuth

Title:   Chief Executive Officer