Elite Performance Holding (BYLT) 10-Q 2021 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2021

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________ to ___________

Commission file number: 000-55987

Elite Performance Holding Corp.

(Exact name of registrant as specified in its charter)

Nevada	82-5034226
State or other jurisdiction of incorporation or organization	(I.R.S. Employer Identification No.)
3301 NE 1st Ave Suite M704 Miami, FL	33137
(Address of principal executive offices)	(Zip Code)

(844) 426-2958

Registrant’s telephone number, including area code

______________________________________ 

(Former Address and phone of principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes ☐    No ☒ 

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 for Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐    No ☒

Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 to Section 7(a)(2)(B) of the Securities Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐    No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of September 6, 2023, there were 130,001,300 shares of the registrant’s common stock, $.0001 par value, issued and outstanding.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

C O N T E N T S

Elite Performance Holding Corp.

Consolidated Balance Sheets as of September 30, 2021 (unaudited) and December 31, 2020	3
Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020 (unaudited)	4
Consolidated Statement of Stockholders Equity (Deficit) for the three and nine months ended September 30, 2021 and 2020 (unaudited)	5
Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020 (unaudited)	7
Notes to the Consolidated Financial Statements	8

2

Elite Performance Holding Corp.
Consolidated Balance Sheets
	(unaudited) September 30,			December 31,
	2021			2020
ASSETS
CURRENT ASSETS
Cash	$	-		$	252
Inventory		10,128			10,128
Total Current Assets		10,128			10,380
TOTAL ASSETS	$	10,128		$	10,380
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Bank overdraft	$	894		$	-
Accounts payable		754,191			609,505
Accounts payable and accrued expenses related party		330,599			222,738
Accrued expenses		175,910			106,982
Note payable		10,000			-
Convertible note payable (net of debt discount)		541,944			497,951
Total Current Liabilities		1,813,538			1,437,176
Long term Liabilities
PPP loan		95,485			201,352
Total longterm liabilities		95,485			201,352
Total Liabilities		1,909,023			1,638,528
Commitments and Contingencies		-			-
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock; $0.0001 par value, 35,000,000 shares authorized, 10,000,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020 respectively		1,000			1,000
Common stock; $0.0001 par value, 465,000,000 shares authorized, 97,276,300 and 84,738,300 issued and outstanding as of September 30, 2021 and December 31, 2020		9,727			8,472
Shares to be issued		11,803			13,803
Additional paid-in capital		2,445,227			2,069,582
Accumulated deficit		(4,366,652	)		(3,721,005	)
Total Stockholders' Equity (Deficit)		(1,898,895	)		(1,628,148	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	10,128		$	10,380

The accompanying notes are an integral part of these consolidated interim financial statements.

3

Elite Performance Holding Corp.
Consolidated Statements of Operations
for the three and nine months ended September 30,
	Three months ended September 30,						Nine months ended September 30,
	2021			2020			2021			2020
REVENUES	$	-		$	9,798		$	1,605		$	42,153
COST OF GOODS SOLD		36,770			169,587			42,618			309,223
GROSS PROFIT		(36,770	)		(159,789	)		(41,013	)		(267,070	)
OPERATING EXPENSES
Legal and accounting		31,451			36,076			83,202			62,512
Advertising		1,883			30,877			46,925			257,478
Consulting		36,250			44,082			274,680			303,629
General and administrative		69,259			56,970			234,772			182,034
Total Operating Expenses		138,843			168,005			639,579			805,653
OPERATING LOSS		(175,613	)		(327,794	)		(680,592	)		(1,072,723	)
OTHER INCOME (EXPENSE)
Gain on forgiveness of PPP loan		105,867			-			105,867			-
Loss on impairment of assets		-			(10,000	)		-			(10,000	)
Interest expense		(25,187	)		(25,965	)		(70,922	)		(85,058	)
Total Other Income (Expense)		80,680			(35,965	)		34,945			(95,058	)
NET LOSS	$	(94,933	)	$	(363,759	)	$	(645,647	)	$	(1,167,781	)
BASIC AND DILUTED NET LOSS PER COMMON SHARE	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		97,276,300			66,135,170			94,371,831			65,585,249

The accompanying notes are an integral part of these consolidated interim financial statements.

4

Elite Performance Holding Corp.
Consolidated Statement of Stockholders’ Equity (Deficit)
For the nine months ended September 30, 2020
(unaudited)
																	Total
									Shares			Additional					Stockholders’
	Common Stock				Preferred Stock				to be			Paid-in		Accumulated			Equity
	Shares		Amount		Shares		Amount		Issued			Capital		Deficit			(Deficit)
Balance December 31, 2019		64,924,300	$	6,492		10,000,000	$	1,000	$	856,722		$	641,317	$	(2,434,098	)	$	(928,567	)
Subscriptions Received		-		-		-		-		64,000			-		-			64,000
Shares issued for finance fees		400,000		40		-		-		-			19,960		-			20,000
Shares issued for services		100,000		10		-		-		-			4,990		-			5,000
Net loss		-		-		-		-		-			-		(395,701	)		(395,701	)
Balance March 31, 2020		65,424,300		6,542		10,000,000		1,000		920,722			666,267		(2,829,799	)		(1,235,268	)
Subscriptions Received		-		-		-		-		25,000			-		-			25,000
Shares issued for services		50,000		5		-		-		-			2,495		-			2,500
Net loss		-		-		-		-		-			-		(408,321	)		(408,321	)
Balance June 30, 2020		65,474,300	$	6,547		10,000,000	$	1,000	$	945,722		$	668,762	$	(3,238,120	)	$	(1,616,089	)
Shares issued for Subscriptions		6,040,000		604		-		-		(302,000	)		301,396		-			-
Related party debt forgiveness		-		-		-		-		-			439,545		-			439,545
Shares to be issued for services		-		-		-		-		24,428			-		-			24,428
Shares issued for services		10,000		1		-		-		-			499		-			500
Net loss		-		-		-		-		-			-		(363,759	)		(363,759	)
Balance September 30, 2020		71,524,300	$	7,152		10,000,000	$	1,000	$	668,150		$	1,410,202	$	(3,601,879	)	$	(1,515,375	)

The accompanying notes are an integral part of these consolidated interim financial statements.

5

Elite Performance Holding Corp.
Consolidated Statement of Stockholders’ Equity (Deficit)
For the nine months ended September 30, 2021
(unaudited)
																		Total
									Shares			Additional						Stockholders’
	Common Stock				Preferred Stock				to be			Paid-in			Accumulated			Equity
	Shares		Amount		Shares		Amount		Issued			Capital			Deficit			(Deficit)
Balance December 31, 2020		84,738,300		8,472		10,000,000		1,000		13,803			2,069,582			(3,721,005	)		(1,628,148	)
Shares issued for Services		3,042,000		305		-		-		-			151,795			-			152,100
Shares issued for subscriptions		4,176,000		418		-		-		-			208,382			-			208,800
Net loss		-		-		-		-		-			-			(397,775	)		(397,775	)
Balance March 31, 2021		91,956,300		9,195		10,000,000		1,000		13,803			2,429,759			(4,118,780	)		(1,665,023	)
Shares issued for Services from to be issued		200,000		20		-		-		(10,000	)		9,980			-			-
Shares issued for Services		120,000		12		-		-		-			5,988			-			6,000
Shares issued for licensing agreement		5,000,000		500									(500	)					-
Shares to be issued for debt conversion		-		-		-		-		5,000			-			-			5,000
Net loss		-		-		-		-		-			-			(152,939	)		(152,939	)
Balance June 30, 2021		97,276,300		9,727		10,000,000		1,000		8,803			2,445,227			(4,271,719	)		(1,806,962	)
Shares to be issued for commitment fee		-		-		-		-		3,000			-			-			3,000
Net loss		-		-		-		-		-			-			(94,933	)		(94,933	)
Balance September 30, 2021		97,276,300		9,727		10,000,000		1,000		11,803			2,445,227			(4,366,652	)		(1,898,895	)

The accompanying notes are an integral part of these consolidated financial statements.

6

Elite Performance Holding Corp.
Consolidated Statements of Cash Flows
for the nine months ended September 30,
(unaudited)
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(645,647	)	$	(1,167,781	)
Items to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		1,993			45,807
Shares issued for services		158,100			22,428
Gain on forgiveness of PPP Loan		(105,867	)		-
Impairment of licensing agreement		-			10,000
Changes in operating assets and liabilities
(Increase) / decrease in accounts receivable		-			(192	)
(Increase) / decrease in Inventory		-			142,202
(Increase) / decrease in prepaid expenses		-			2,638
Increase in accounts payable - Related party		107,861			119,896
Increase in accounts payable		239,508			369,331
Net Cash Used in Operating Activities		(244,052	)		(455,691	)
CASH FLOWS FROM INVESTING ACTIVITIES
		-			-
Net Cash Used in Investing Activities		-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from PPP loan		-			201,352
Proceed from convertible debt		25,000			-
Proceeds from notes payable		24,000			150,000
Repayments of notes payable		(14,000	)		-
Proceeds from Sale of stock		208,800			89,000
Net Cash Provided by Financing Activities		243,800			440,352
Increase (Decrease) in Cash		(252	)		(15,339	)
CASH AT BEGINNING OF PERIOD		252			16,884
CASH AT END OF PERIOD	$	-		$	1,565
Supplemental Information:
Interest Paid		-			-
Taxes		-			-
Supplemental Non-Cash Information:
Shares issued for commitment fees	$	3,000		$	20,000
Shares issued for license agreement	$	-		$	10,000
Shares issued for stock payable	$	-		$	302,000
Shares to be issued for accounts payable forgiveness	$	5,000		$	-
Convertible note issued for accounts payable	$	20,000		$	-
shares to be issued for stock	$	10,000		$	-
shares issued for licensing contract	$	500		$	-
Forgiveness of RPT debt, interest, and AP		-		$	439,545

The accompanying notes are an integral part of these consolidated interim financial statements.

7

Elite Performance Holding Corp.

Consolidated Notes to the Financial Statements

For the nine months ended September 30, 2021

(unaudited)

NOTE 1 - GENERAL

Business Overview

Elite Performance Holding Corporation (“EPH”) was formed on January 30, 2018 (inception) and is a holding company with anticipated holdings in companies centered on innovative and proprietary nutritional and dietary fitness enhancement products, that are in the sports performance, weight loss, nutritional, functional beverage, and energy markets. The team is composed of highly experienced business, marketing and sales executives in the beverage and nutritional space, who are passionate about health and nutrition.

The mission of Elite Performance Holdings is to aggressively seek and acquire companies with niche products that are first to market and can be exploited in the $35 billion nutritional and sport beverage industries. The goal of EPH is to effectuate its unique business model through strategic branding and marketing, to aggressively scale companies to size, and operate them efficiently to maximize growth, revenue production and eventual net income. On February 2, 2018, a contribution and assignment agreement was executed by Joseph Firestone and Jon McKenzie (collectively, the “Assignors”), and Elite Performance Holding Corp., a Nevada corporation (the “Assignee”). Whereas Firestone and McKenzie were the owners of 50,000,000 shares of common stock, $0.0001 par value, for a total of 100,000,000 shares of common stock (collectively, the “Shares”) of Elite Beverage International Corp., a Nevada corporation (the “Company”), which shares represented all authorized, issued and outstanding shares of the Company.

Elite Beverage International is a 100% wholly owned subsidiary of Elite Performance Holding Corp. Elite Beverage International produces a first of its kind, functional beverage (sports drink) called B.Y.L.T. (Beyond Your Limit Training).  B.Y.L.T. is a sports drink that combines the benefits of hydration, muscle repair, fat oxidation, and recovery all-in-one great tasting beverage. Whether you are looking to achieve optimal performance on the baseball field, basketball court, soccer field, in the gym or any competitive sport, BYLT provides the competitive edge every athlete actively seeks. This unique product is designed with scientifically dosed key ingredients to bridge the gap between the current sports drinks filled with sugars that have serve no function, hydration beverages and dietary supplements, without the crash from sugars and jitters from caffeine which eventually leads to a decrease in performance for athletes. BYLT is not only designed to enhance performance and support the intense physical demand of athletes but be safe and backed by science. BYLT Performance LLC, a wholly owned subsidiary of Elite Beverage International holds the trademarks and intellectual property for the company.

Our Products and Services

Elite Beverages will offer a first to market functional beverage that redefines hydration and performance drinks using a patented amino/carbohydrate combination. The SmartCarb® technology blend provides a unique benefit of hydration, endurance and sustained energy without caffeine, the crash of sugars, and without artificial flavors or colors making it the ideal sports beverage for health-conscious consumers and serious athletes alike. BYLT will introduce two flavors upon launch while planning to strategically introduce additional 5 flavors to support the launch after three to six months of operation. These flavors will include Blue Raspberry, Tropical Punch, Lemon Lime, Watermelon, Grape, Orange and Fruit Punch.

On August 01, 2020, the Company entered into an Exclusivity Agreement between its wholly owned subsidiary Elite Beverage International Corp. and Bruce Kneller for exclusive rights on a patent pending SmartCarb® technology (US Patent Application No. 16/785,498.) This Agreement gives the Company first right of refusal to purchase the technology upon issuance of its patent for 200,000 shares in the Company.

8

On September 29, 2021, the Company entered into an Agreement between its wholly owned subsidiary Elite Beverage International Corp. and Bruce Kneller for the transfer and assignment of the SmartCarb® technology (US Patent No. 11,103,522 issued August 31, 2021.) This Agreement gives the Company the intellectual property and patent ownership for 400,000 shares valued at $20,000 that were issued October 1, 2021.

NOTE 2 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of September 30, 2021, the company had an accumulated deficit of ($4,366,652). The continuation of the Company as a going concern is dependent upon the continued financial support from its management, its ability to generate profits from the Company’ s future operations, identify future investment opportunities and obtain the necessary debt or equity financing. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Accounting Methods

The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a calendar year-end.

Cash and Cash Equivalents

We maintain the majority of our cash accounts at a commercial bank. The total cash balance is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per commercial bank. For purposes of the statement of cash flows we consider all cash and highly liquid investments with initial maturities of one year or less to be cash equivalents.

Accounts Receivable

We grant credit to our customers located within the United States of America; and do not require collateral. Our ability to collect receivables is affected by economic fluctuations in the geographic areas and industries served by us. The allowance for doubtful trade receivables was $0 as of September 30, 2021 and December 31, 2020.

Inventory

Inventories are valued at the lower of weighted average cost or market value. Our industry experiences changes in technology, changes in market value and availability of raw materials, as well as changing customer demand. We make provisions for estimated excess and obsolete inventories based on regular audits and cycle counts of our on-hand inventory levels and forecasted customer demands and at times additional provisions are made. Any inventory write offs are charged to the reserve account. As of September 30, 2021, and December 31, 2020, we had no reserve for potentially obsolete inventory. As of September 30, 2021, and December 31, 2020 we had $10,128 and $10,128 in inventory, respectively.

Basic and Diluted Loss Per Share

The Company presents both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method, and convertible securities, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company had net losses as of September 30, 2020, so the diluted EPS excluded all dilutive potential shares in the diluted EPS because their effect is anti-dilutive. As of September 30, 2021, the company had $545,250 in convertible notes that may be converted into 10,505,000 shares of common stock. We also had 236,060 shares to be issued as of September 30, 2021.

9

Fair Value of Financial Instruments

The carrying amount of accounts payable and accrued expenses are considered to be representative of their respective fair values because of the short-term nature of these financial instruments.

Research and Development

Research and development costs are expensed as incurred. Research and development expenses primarily consist of salaries and benefits for research and development employees, stock-based compensation, consulting fees, lab supplies, and regulatory compliance costs. We had $0 research and development R&D expense during the three months ended September 30, 2021.

Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. The Company recognizes revenues and the related costs when persuasive evidence of an arrangement exists, delivery and acceptance has occurred, or service has been rendered, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured. Amounts invoiced or collected in advance of product delivery or providing services are recorded as deferred revenue. The Company accrues for warranty costs, sales returns, bad debts, and other allowances based on its historical experience. For the nine months ended September 30, 2021 and September 30, 2020 we had $1,605 and $42,153, respectively, in revenue from the sale of our products.

Income Taxes

Federal Income taxes are not currently due since we have had losses since inception.

On December 22, 2017 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018. The Company will compute its income tax expense for the period January 01, 2020 through September 30, 2020 using a Federal Tax Rate of 21%.

Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard required by ASC 740-10-25-5.

Deferred income tax amounts reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes.

10

As of September 30, 2021, we had a net operating loss carry-forward of approximately $(4,366,652) and a deferred tax asset of $916,997 using the statutory rate of 21%. The deferred tax asset may be recognized in future periods, not to exceed 20 years. However, due to the uncertainty of future events we have booked valuation allowance of $(916,997). FASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At September 30, 2021 the Company had not taken any tax positions that would require disclosure under FASB ASC 740.

Net deferred tax assets consist of the following components as of September 30, 2021, and December 31, 2020:

	September 30, 2021			December 31, 2020
Deferred tax assets:
Deferred tax assets:	$	916,997		$	756,395
Valuation allowance		(916,997	)		(756,395	)
Net deferred tax asset	$	-		$	-

Stock-Based Compensation

The Company records stock-based compensation using the fair value method. Equity instruments issued to employees and the cost of the services received as consideration are accounted for in accordance with ASC 718 “Stock Compensation” and are measured and recognized based on the fair value of the equity instruments issued. All transactions with non-employees in which goods or services are the consideration received for the issuance of equity instruments are accounted for in accordance with ASC 515 “Equity-Based Payments to Non-Employees”, based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

Long Lived Assets

Periodically the Company assesses potential impairment of its long-lived assets, which include property, equipment and acquired intangible assets, in accordance with the provisions of ASC Topic 360, “Property, Plant and Equipment.” The Company recognizes impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying values. An impairment loss would be recognized in the amount by which the recorded value of the asset exceeds the fair value of the asset, measured by the quoted market price of an asset or an estimate based on the best information available in the circumstances. There were no such losses recognized during the nine months ended in September 30, 2021.

Property, Equipment and Intangible Assets

Property and equipment are carried at cost, less accumulated depreciation. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Intangible assets consist of acquired web site domains and web site content and are carried at cost, less accumulated amortization.

Depreciation and amortization is provided principally on the straight-line basis method over the estimated useful lives of the assets.

Recently Issued Accounting Standards

The Company is reviewing the effects of following recent updates. The Company has no expectation that any of these items will have a material effect upon the financial statements.

11

On January 1, 2020, the Company adopted ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this update modify the disclosure requirements on fair value measurements in Topic 820. Adoption of this ASU did not have a material effect on our consolidated financial statements.

All new accounting pronouncements issued but not yet effective are not expected to have a material impact on our results of operations, cash flows or financial position with the exception of the updated previously disclosed above, there have been no new accounting pronouncements not yet effective that have significance to our consolidated financial statements.

NOTE 3 - RELATED PARTY TRANSACTIONS

Accounts and Notes Payable related party

On November 15, 2017, Elite Beverage International issued an unsecured note payable for $80,300 to Jon McKenzie at a 6% interest rate, due upon demand. An addendum to the note was added in 2018 for an additional $127,637 in funding which was received in various advances throughout the year.

For the Year ended December 31, 2019, Jon McKenzie advanced a total of $2,000 for operating expenses of the company, which was added to the addendum. Interest expense for this note for the year ended December 31, 2019, and the nine months ended September 30, 2020, was $12,294 and $7,897 respectively.

On September 4, 2020, the Company reduced their debt by $439,545 with the retirement of two 6% interest bearing notes for $159,752 and $50,185 collectively and accrued interest of $30,693. These two notes held by the Company’s former CEO, COO and Board Director Jon McKenzie were forgiven after his departure. The company reduced its debt by $198,915 from accounts payable that were forgiven after Jon McKenzie’s departure. There was no subsequent terms or conditions set forth for the debt forgiveness. The total amount forgiven was $439,545 and charged to additional paid in capital.

For the three months and nine months ended September 30, 2021, we had $9,000 and $27,000 respectively in consulting expense to “I Know a Dude, Inc.” owned by Laya Clark. Mr. Clark is a member of our Board of Directors. As of December 31, 2020, and September 30, 2021, we had an outstanding balance due of $65,922 and $89,922 respectively, which is included in accounts payable related party.

For the three and nine months ended September 30, 2021, we had $0 and $0 in accounting expense respectively to “The Mosely Group.” owned by Reesa McKenzie. Ms. McKenzie is the sister of John McKenzie. As of December 31, 2020, and September 30, 2021, we had an outstanding balance due of $4,500 and $4,500 respectively, which is included in accounts payable related party.

As of September 30, 2021, we had outstanding balances due to Joey Firestone of $37,844 for un-reimbursed business expenses. We also had an outstanding balance due to Joey Firestone of $115,000 for consulting services, and $83,333 for salary which is included in accounts payable related party.  

On June 14, 2019, Laya Clark (a member of our board of directors) entered into an advisor service agreement for one year for 1,000,000 shares of restricted 144 stock that was issued on October 3, 2019.

On January 1, 2021, the Company entered into a royalty free trademark licensing agreement between Elite Beverage International Corp. and its subsidiary BYLT Performance LLC in consideration for 5,000,000 (valued at par $.0001 per share) shares to be issued in the amount of $5,000 which were issued April 29, 2021.

One February 1, 2021 the Company renewed the employment agreement with Joey Firestone with milestone performance bonuses in shares of restricted 144 stock. No stock was earned or issued in this period.

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NOTE 4 - COMMON STOCK AND COMMON STOCK WARRANTS

Common Stock

The Company has authorized a total of 400,000,000 Shares of Common Stock par value $0.0001 as of the December 31, 2017 audit for Elite Beverage International. However, Elite Performance Holding Corp. is now the successor company and as of December 31, 2019 now reflects 465,000,000 (Four Hundred Sixty-Five Million) shares authorized par value $0.0001. For the period ended December 31, 2017, the Elite Beverage International Corp. issued 100,000,000 shares of Common Stock for $19,000 to its management.

On February 2, 2018, Elite Performance Holding Corp., owned and controlled by Firestone and McKenzie, acquired Elite Beverage International through a 1:2 common share exchange as follows:

a). 50,000,000 common shares of Elite Performance Holding Corp. in exchange for 100,000,000 common shares of Elite Beverage International Inc.

Shares Registered in the S-1 Registration Statement

As of September 30, 2021, the company has raised $1,250,200 (25,000,000 shares issued and 0 of shares to be issued) through a registered offering for $1,250,000 which was registered with the SEC through an S1 registration statement which went effective on April 23, 2019.

Restricted Shares issued

On January 17, 2020 entered into a convertible promissory note in the amount of $157,000, with an OID of $7,500 which was recorded and debt discount and on February 12, 2020, we issued 400,000 shares of our common stock for a commitment fee valued at $20,000 which was recorded to debt discount. These shares are restricted and subject to SEC Rule 144.

In 2020 we issued 19,254,000 common subscription shares to accredited investors for stock payable in the amount of $962,700.

In 2020 we issued 10,000 common shares for services valued at $500 to a consultant.

In 2020 we issued 400,000 of common shares for financing fees in the amount of $20,000.

On February 19, 2020, we issued 100,000 shares of our common stock for services (consulting and advertising) valued at $5,000.

On June 12, 2020, we issued 50,000 shares of our common stock for services (consulting and advertising) valued at $2,500.

On August 01, 2020, the Company entered into an Exclusivity Agreement between its wholly owned subsidiary Elite Beverage International Corp. and Bruce Kneller for exclusive rights on a patented SmartCarb® technology (US Patent Application No. 16/785,498.) This Agreement gives the Company first right of refusal to purchase the technology upon issuance of its patent for 200,000 (valued at $.05 per share) shares to be issued in the amount of $10,000. Which were issued April 20, 2021. As of December 31, 2020 the Company elected to impair the license by $10,000 for a net balance of $0.

As of December 31, 2020, we had consulting agreements that had shares to be issued, for a total of 276,060 shares. The vesting expense for these shares was $13,803 for the year ended December 31, 2020. These shares were not issued as of September 30, 2021, and are reflected as shares to be issued.

On January 1, 2021, the Company entered into a royalty free trademark licensing agreement between Elite Beverage International Corp. and its subsidiary BYLT Performance LLC in consideration for 5,000,000 (valued par at $.0001 per share) shares  in the amount of $500 which were issued April 29, 2021.

For the nine months ended September 30, 2021 we issued 4,176,000 common subscription shares to accredited investors for subscription agreements in the amount of $208,800.

For the nine months ended September 30, 2021, we had 236,000 shares to be issued in the amount of $11,803 from stock subscriptions to accredited individuals.

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Common Stock Warrants

None.

NOTE 5 - PREFERRED STOCK

The Company has authorized a total of 35,000,000 Shares of Preferred Stock, $0.0001 par value, which may be issued from time to time and bearing such rights, privileges and preferences as shall be designated by the Board of Directors. As of December 31, 2017, Elite Beverage International Corp had issued 10,000,000 Shares of Preferred Stock, designated as series A “Cumulative Preference ‘A’”, for $1,000.

10,000,000 Series A preferred which carries super voting rights. Each preferred share carries 20 votes.

On February 2, 2018 Elite Performance Holding Corp., owned and controlled by Firestone and McKenzie, acquired Elite Beverage International through a 1:1 preferred share exchange as follows. 10,000,000 Series A preferred shares of Elite Performance Holdings Corp. in exchange for 10,000,000 Series A preferred shares of Elite Beverage International Inc.

NOTE 6 - GOING CONCERN

The Company’s financial statements are prepared using Generally Accepted Accounting Principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has recently accumulated significant losses and has negative working capital. All of these items raise substantial doubt about its ability to continue as a going concern. Management’s plans with respect to alleviating the adverse financial conditions that caused management to express substantial doubt about the Company’s ability to continue as a going concern are as follows:

The Company is currently trying to raise new debt or equity to set up and market its line sports beverage products. If the Company is not successful in the development and implementation of a concept which produces positive cash flows from operations, the Company may be forced to continue to raise additional equity or debt financing to fund its ongoing obligations or risk ceasing doing business.

There can be no assurance that the Company will be able to achieve its business plans, raise any more required capital or secure the financing necessary to achieve its current operating plan. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

None.

NOTE 8 – CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE

On December 12, 2018, the Company issued 400,000 shares of common stock in consideration for the execution of this note. These shares are restricted and subject to SEC Rule 144. This note had $25,500 in original discount and $20,000 in discount for the 400,000 shares issued. The original debt discount was $45,500; we amortized $40,250 for the year ended December 31, 2020 and $0 for the nine months ended September 30, 2021 and we had a remaining debt discount of $0 as of September 30, 2021.

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On January 7, 2019, we issued a convertible promissory note to David Stoccardo in the amount of $157,500 with an interest rate of 8% per annum and a maturity date of January 8, 2020. The note carries a prepayment feature or is convertible 180 days from the date of the note, at a fixed price of $.05 or if publicly traded at the rate of the lessor of $.05 or the lowest of 65% of the lowest closing bid price for 3 trading days previous to the conversion or based on any subsequent financings with better terms to other investors. On January 17, 2019 the Company issued 400,000   shares of common stock in consideration for the execution of this note. These shares restricted and subject to SEC Rule 144. These shares were valued at $20,000 recorded to debt discount. This note also included an original discount fee of  $7,500 recorded to debt discount, we amortized $798 recorded to interest expense during the year ended December 31, 2020 and $0 for the nine months ended September 30, 2021 and the balance as of September 30, 2021 was $0.  On May 14, 2019 we paid $5,000 of principal on this note and as of September 30, 2021 the outstanding balance was $152,500.

On December 4, 2019, we entered into a convertible promissory note in the amount of $189,000, with an interest rate of 8% per annum and a maturity date of December 4, 2020. The note carries a prepayment feature or is convertible 180 days from the date of the note, at a fixed price of $.05 or if publicly traded at the rate of the lessor of $.05 or the lowest of 65% of the lowest closing bid price for 3 trading days previous to the conversion or based on any subsequent financings with better terms to other investors. This note included an original discount fee of $9,000 recorded to debt discount, We also issued 500,000 commitment shares valued at $25,000 on December 11, 2019 and recorded to debt discount. we amortized $31,672 recorded to interest expense during the year ended December 31, 2020 and $0 for the nine months ended September 30, 2021, with a balance of $0 as of September 30, 2021. The outstanding balance on the note was $189,000 as of September 30, 2021.

On January 17, 2020 we issued a convertible promissory note to The Hillyer Group Inc. in the amount of $157,500 with an interest rate of 8% per annum and a maturity date of January 17, 2021. The note carries a prepayment feature or is convertible 180 days from the date of the note, at a fixed price of $.05 or if publicly traded at the rate of the lessor of $.05 or the lowest of 65% of the lowest closing bid price for 3 trading days previous to the conversion or based on any subsequent financings with better terms to other investors. On January 17, 2019 the Company issued 400,000 shares of common stock in consideration for the execution of this note. These shares are restricted and subject to SEC Rule 144. These shares were valued at $20,000 and recorded to debt discount. This note also included an original discount fee of $7,500 recorded to debt discount, we amortized $26,452 recorded to interest expense during the year ended December 31, 2020 and $1,048 for the nine months ended September 30 2021. with a balance of $0 as of September 30, 2021. The outstanding balance on the note was $157,500 as of September 30, 2021.

On July 21, 2021 we issued a convertible promissory note to Hillyer Group LLC. in the amount of $26,250 with an interest rate of 8% per annum and a maturity date of July 21, 2022. The note carries a prepayment feature or is convertible 180 days from the date of the note, at a fixed price of $.05 or if publicly traded at the rate of the lessor of $.05 or the lowest of 65% of the lowest closing bid price for 3 trading days previous to the conversion or based on any subsequent financings with better terms to other investors. On July 21, we agreed to issued 60,000 shares of common stock in consideration for the execution of this note, which were subsequently issued on October 1, 2021. These shares are restricted and subject to SEC Rule 144. These shares were valued at $3,000 and recorded to debt discount. We amortized $708 of the debt discount for the nine months ended September 30, 2021, leaving a balance of $2,292. This note also included an original discount fee of $1,250 recorded to debt discount, we amortized $237 recorded to interest expense during the nine months ended September 30, 2021 with a balance of $1,013 as of September 30, 2021. The outstanding balance on the note was $26,250 as of September 30, 2021.

On September 16, 2021 we issued a convertible promissory note to Stout LLC. in the amount of $20,000 with an interest rate of 12% per annum and a maturity date of September 16, 2022. The note carries a prepayment feature or is convertible 180 days from the date of the note, at a fixed price of $.05 or if publicly traded at the rate of the lessor of $.05 or the lowest of 65% of the lowest closing bid price for 3 trading days previous to the conversion or based on any subsequent financings with better terms to other investors. The outstanding balance on the note was $20,000 as of September 30, 2021.

On April 30, 2020 Elite Beverage International was approved for a loan for $201,352 through the Payment Protection Program with an interest of 0.98% per annum and a maturity date of April 23, 2022. Forgiveness in the amount of $105,868 was given on September 2, 2021, which was recorded as a gain on forgiveness on debt in the statement of operations.

During the nine months ended September 30, 2021 the Company received $24,000 proceeds from a non-convertible, non-interest bearing note from a related party and $14,000 of the proceeds were repaid in July 2021.

Total interest expense on the above notes for the nine months ended September 30, 2021 and 2020 was $70,922 and $85,058, respectively.

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NOTE 9 - SUBSEQUENT EVENTS

In accordance with ASC 855, the Company has analyzed its operations subsequent to September 30, 2021 through the date these financial statements were issued and has reported the following events:

On October 29, 2021 the Company filed a Regulation D 504(B) to raise $1,000,000 at $.10 per share.

As of September 30, 2021, to September 6, 2023, the Company has issued a total of 37,725,000 shares of common stock. Issuances were a combination of registered shares issued for subscription agreements related to the Company’s registered offering and restricted shares issued to consultants, endorsing athletes, and debt which includes the patent exclusivity and assignment mentioned above.

As of February 9, 2022 The SBA has paid off the balance of the PPP loan with the lendor. The company is waiting for formal confirmation from the SBA on the status of the loan balance.

In October of 2022, the Company issued 600,000 shares of common stock to “I Know a Dude, Inc.” owned by Laya Clark for outstanding debt of $60,000.

In April of 2023, the Company issued 400,000 shares of common stock to Erica Stump for outstanding debt of $40,000.

As of September 6, 2023, there were 130,001,300 shares of the registrant’s common stock, $0.0001 par value, issued and outstanding.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements and Associated Risks.

This form 10-Q contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may”, “will”, “expect”, “believe”, “anticipate”, “estimate, or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.

Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. As reflected in the accompanying financial statements, as of September 30, 2021, we had an accumulated deficit totaling ($4,366,652). This raises substantial doubts about our ability to continue as a going concern.

Business

The Company is currently producing a sports beverage like no other available on the market. Beyond Your Limit Training (B.Y.L.T.) is the first ready to drink (RTD) beverage of its kind to combine the benefits of hydration, endurance, mental focus, fat oxidation, and muscle recovery all-in-one great tasting beverage. BYLT (pronounced built) uses a proven proprietary formula that simultaneously hydrates, helps improves performance, promotes fat burning during exercise, and aids in muscle recovery after exertion. Whether you are looking to achieve optimal performance on the baseball field, basketball court, soccer field, in the gym or any competitive sport, BYLT provides the competitive edge every athlete actively seeks. This unique product is designed with scientifically dosed key ingredients to bridge the gap between energy drinks, hydration beverages and dietary supplements, without the sugars and jitters from caffeine which eventually cause athletes to crash. BYLT is not only designed to help enhance performance and support the intense physical demand of athletes but is safe and backed by science.

The Company’s operations have been and continue to be affected by the recent and ongoing outbreak of the coronavirus disease (COVID-19) which in March 2020, was declared a pandemic by the World Health Organization (WHO.) The ultimate disruption which may be caused by the outbreak is uncertain; However, it may result in a material adverse impact on the Company’s financial position, operations, and cash flows. Possible areas that may be affected include, but are not limited to, disruption to the Company’s customers and revenue, labor workforce, unavailability of products and supplies used in operations, and the decline in value of assets held by the Company, including ingredient material, property and equipment.

Our future operations are contingent upon increasing revenues and raising capital for on-going operations and the anticipated expansion of our product lines. Because we have a limited operating history, you may experience difficulty in evaluating our business and future prospects.

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Sales and Marketing

With its all-encompassing benefits and better-for-you ingredients, BYLT is positioned to succeed in a highly lucrative market due to being first to market, its superior product offering and an ideal market opportunity. The breakdown of favorable market trends that will help fuel the initial growth and long-term success of the Company include:

✓	Healthy living trends and lifestyles are continuing, creating a drive for better-for-you trends, active lifestyles, and a growing demand for industry products from everyday consumers.
✓	There are currently no other RTD beverages that combine the benefits of BYLT that athletes seek out. In order to achieve optimal nutrients, an athlete must take 3-4 supplements that are often packed with unhealthy additives such as sugars and caffeine.
✓	Sports Drinks accounted for 70% of the entire Fortified/Functional beverage industry and is expected to continue its growth during the next five years to become a $10.5 B market by 2023.
✓	BYLT is also positioned in the Nutrition and Performance Drink Industry which generated a total revenue of $14.2 billion. Mintel estimates sales of the category to continue to grow reaching $20.3 billion by 2023.
✓	According to Statista, 36% of individuals in the U.S. purchase a ready to drink sports drink 1 – 2 times a week, while 15% purchase one over 10 times a week.
✓	There is high potential for customer loyalty in the industry and brands that deliver on their promised functional and health benefits usually keep loyal core consumers.

The Company retained key executives for nationwide sales and distribution of their first to market sports drink. The executive team is comprised of former seasoned Coca-Cola, PepsiCo and Dr. Pepper executives that have over 120 years of combined experience in the beverage industry. Previous clients include: Coca-Cola, Bolthouse Farms, Cinnabon, Nestle Waters, Honest, Celsius and others. The Company will launch its products in a series of region expansions, as shown in the figure below.

Figure 2: Map of BYLT Roll Out Strategy

Corporate Information

Elite Performance Holding Corp

3301 NE 1^st Ave Suite M704

Miami, FL 33137

Corporate History

Elite Performance Holding Corp. (the “Company”) was originally incorporated on January 30, 2018 in the State of Nevada. On February 2, 2018, Joey Firestone and Jon McKenzie each assigned 50,000,000 shares of Elite Beverage International Corp. to the Company, via a Contribution and Assignment Agreement, making Elite Beverage International Corp. our wholly owned operating subsidiary.

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Results for the Three and Nine Months Ended September 30, 2021 Compared To The Three and Nine Months Ending September 30, 2020.

Operating Revenues

The Company’s revenues were $2,885 for the three months ended September 30, 2021, compared to $9.798 for the three months ending September 30, 2020.

The Company’s revenues were $1,605 for the nine months ended September 30, 2021, compared to $42,153 for the nine months ending September 30, 2020.

Gross Profit

For the three months ended September 30, 2021, the Company’s gross profit was ($33,885) compared to ($159,789) for the three months ending September 30, 2020.

For the nine months ended September 30, 2021, the Company’s gross profit was ($41,013) compared to ($267,070) for the nine months ending September 30, 2020.

Our gross profits could vary from period to period and is affected by a number of factors, including product mix, production efficiencies, component availability and costs, pricing, competition, customer requirements and unanticipated restructuring or inventory charges and potential scrap of materials.

General and Administrative Expenses

For the three months ended September 30, 2021, general and administrative expenses were $72,144 compared to $56,970 for the three months ending September 30, 2020.

For the nine months ended September 30, 2021, general and administrative expenses were $234,772 compared to $182,034 for the nine months ending September 30, 2020.

Advertising Expense

For the three months ended September 30, 2021, advertising expenses were $1,883 compared to $30,877 for the three months ending September 30, 2020.

For the nine months ended September 30, 2021, advertising expenses were $46,925 compared to $257,478 for the nine months ending September 30, 2020.

Legal and Accounting Expense

For the three months ended September 30, 2021, legal and accounting expenses were $31,451 compared to $36,076 for the three months ending September 30, 2020.

For the nine months ended September 30, 2021, legal and accounting expenses were $83,202 compared to $62,512 for the nine months ending September 30, 2020.

Consulting expense

For the three months ended September 30, 2021, consulting expenses were $36,250 compared to $44,082 for the three months ending September 30, 2020.

For the nine months ended September 30, 2021, consulting expenses were $274,680 compared to $303,629 for the nine months ending September 30, 2020.

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Interest Expense

For the three months ended September 30, 2021, Interest expenses were ($25,187) compared to ($25,965) for the three months ending September 30, 2020.

For the nine months ended September 30, 2021, Interest expenses were ($70,922) compared to ($85,058) for the nine months ending September 30, 2020.

Net Loss

Our net loss for the three months ended September 30, 2021, was ($94,933) compared to ($363,759) for the three months ending September 30, 2020.

Our net loss for the nine months ended September 30, 2021, was ($645,647) compared to ($1,167,781) for the nine months ending September 30, 2020.

Liquidity and Capital Resources

The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. Since its inception, the Company has been funded by related parties through capital investment and borrowing of funds.

At September 30, 2021, the Company had total current assets of $10,128 compared to $10,380 at December 31, 2020.

At September 30, 2021, the Company had total current liabilities of $1,813,538 compared to $1,437,176 at December 31, 2020.

We had working capital deficit of $1,803,410 as of September 30, 2021, compared to $1,426,796 as of December 31, 2020.

Cashflow from Operating Activities

During the nine months ended September 30, 2021, cash provided by (used in) operating activities was ($244,052) compared to ($455,691) for the nine months ending September 30, 2020.

Cashflow from Investing Activities

During the nine months ended September 30, 2021, cash used in investing activities was $0 compared to $0 for the nine months ending September 30, 2020.

Cashflow from Financing Activities

During the nine months ended September 30, 2021, cash provided by financing activities was $243,800 compared to $440,352 for the nine months ending September 30, 2020.

Off-Balance Sheet Arrangements

We have no significant 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 stockholders.

Going Concern

Our consolidated financial statements for the periods ended September 30, 2021, have been prepared on a going concern basis and Note 6 to the financial statements identifies issues that raise substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer/principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

Management has carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. Due to the lack of personnel and outside directors, management acknowledges that there are deficiencies in these controls and procedures. The Company anticipates that with further resources, the Company will expand both management and the board of directors with additional officers and independent directors in order to provide sufficient disclosure controls and procedures.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended September 30, 2021, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations.  There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

The company discovered in September of 2021 that BYLT Basics, LLC, a party that it settled a previous trademark litigation case with, is in breach of its settlement agreement and sent a notice of breach to said party. The underlying matter is a trademark dispute for the mark B.Y.L.T. (Reg 6548069) of which the company also filed two oppositions of the party’s trademarks at the Trademark Trial and Appeal Board. Attorneys are in contact and being reviewed by TTAB which will determine if litigation is in order.

ITEM 1A. RISK FACTORS

There were no material changes during the period covered by this report to the risk factors previously disclosed in our S-1 Registration filed on October 2, 2018 (as amended) and declared Effective on April 23, 2019. Additional risks not presently known, or that we currently deem immaterial, also may have a material adverse effect on our business, financial condition and results of operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On January 7, 2019 we issued a convertible promissory note to David Stoccardo in the amount of $157,500 with an interest rate of 8% per annum and a maturity date of January 8, 2020. The note carries a prepayment feature or is convertible 180 days from the date of the note, at a fixed price of $.05 or if publicly traded at the rate of the lessor of $.05 or the lowest of 65% of the lowest closing bid price for 3 trading days previous to the conversion or based on any subsequent financings with better terms to other investors. On January 17, 2019 the Company issued 400,000 shares of common stock in consideration for the execution of this note. These shares restricted and subject to SEC Rule 144.

On January 17, 2019 the Company issued 400,000 shares of common stock in consideration for the execution of a convertible note payable. These shares restricted and subject to SEC Rule 144.

On February 19, 2020, we issued 100,000 shares of our common stock for services (consulting and advertising) valued at $5,000.

On January 17, 2020 entered into a convertible promissory note in the amount of $157,000, with an OID of 7,500 and of February 12, 2020, we issued 400,000 shares of our common stock for a commitment fee valued at $20,000.

 On January 1, 2021, the Company entered into a royalty free trademark licensing agreement between Elite Beverage International Corp. and its subsidiary BYLT Performance LLC in consideration for 5,000,000 (valued par at $.0001 per share) shares in the amount of $500 which were issued April 29, 2021.

On January 21, 2021 we issued 4,176,000 common subscription shares to accredited investors in the amount of $208,800.

In 2021, we issued 3,287,000 shares of our common stock for services (consulting and advertising) valued at $160,547.

On October 1, 2021, we issued 60,000 shares of our common stock for a commitment fee valued at $3,000.

On October 1, 2021, we issued 400,000 shares of our common stock for patent acquisition valued at $20,000. For the year ended December 31, 2021, an impairment loss of $20,000 was recognized on this patent acquisition and recorded to other income (expense).

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In November of 2021 we issued 1,110,000 shares of our common stock for our Reg D offering valued at $111,000 at a per share price of $0.10.

For the six months ended as of June 30, 2023, we issued (to be issued) shares for subscriptions:

100,000 shares in connection with our Regulation D offering in the amount of $10,000 valued at $0.10 per share.

500,000 shares in connection with our Regulation D offering in the amount of $50,000 valued at $0.10 per share.

90,000 shares issued in connection with our Regulation D offering in the amount of $9,000 valued at $0.10 per share.

40,000 shares in connection with our Regulation D offering in the amount of $4,000 valued at $0.10 per share

For the six months ended as of June 30, 2023, we issued (to be issued) shares for services:

100,000 shares issued in the amount of $10,000 valued at $0.10 per share.

30,000 shares issued in the amount of $3,000 valued at $0.10 per share.

30,000 shares issued in the amount of $3,000 valued at $0.10 per share.

500,000 shares issued in the amount of $50,000 valued at $0.10 per share.

For the six months ended as of June 30, 2023, we issued (to be issued) shares for convertible debt:

20,000 shares issued in the amount of $10,000 valued at $0.50 per share.

100,000 shares issued in the amount of $25,000 valued at $0.25 per share.

As of June 30, 2023 we had 129,391,300 common shares outstanding

From July 1, 2023 to August 31, 2023, the Company has issued a total of 610,000 shares of common stock for consulting services provided.

As of August 31, 2023, there were 130,001,300 shares of the registrant’s common stock, $.0001 par value, issued and outstanding.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURE

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Exhibits. The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.

31.1	Certification of Chief Executive Officer Pursuant to Rule 13a–14(a) or 15d-14(a) of the Securities Exchange Act of 1934
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
32.1	Certification of Chief Executive Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document (1)
101.SCH	XBRL Taxonomy Extension Schema Document (1)
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document (1)
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document (1)
101.LAB	XBRL Taxonomy Extension Label Linkbase Document (1)
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document (1)

__________ 

(1) Pursuant to Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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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 thereunto duly authorized.

	ELITE PERFORMANCE HOLDING CORP.
	(Registrant)
Dated: September 6, 2023	By:	/s/ Joey Firestone
		Joey Firestone
		(Chief Executive Officer, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer)

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