UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended: December 31, 2023
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File No. 000-55987
Elite Performance Holding Corp. |
(Exact name of Registrant as specified in its charter) |
Nevada | | 82-5034226 |
(State of incorporation) | | (IRS Employer Identification Number) |
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3301 NE 1st Ave Suite M704 Miami, FL | | 33137 |
(Address of principal executive offices) | | (Zip Code) |
Registrant's telephone number, including area code: (844) 426-2958
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
N/A | | N/A | | N/A |
Securities registered pursuant to Section 12(g) of the Act:
Common Stock $0.0001 par value
Indicate by checkmark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act). Yes ☐ No ☒
Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act. Yes ☐ No ☒
Indicate by checkmark 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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such 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 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition 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 pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Act). Yes ☐ No ☒
As of June 30, 2023, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the common stock held by non-affiliates of the registrant was approximately $10,251,130.
As of May 13, 2024, the registrant had 106,397,550 shares of common stock, par value $0.0001 per share, outstanding.
Documents Incorporated By Reference: None.
ELITE PERFORMANCE HOLDING CORP.
TABLE OF CONTENTS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Included in this Annual Report on Form 10-K are “forward-looking” statements, as well as historical information. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that the expectations reflected in these forward-looking statements will prove to be correct. Our actual results could differ materially from those anticipated in forward-looking statements as a result of certain factors, including matters described in the section titled “Risk Factors.” Forward-looking statements include those that use forward-looking terminology, such as the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “project,” “plan,” “will,” “shall,” “should,” and similar expressions, including when used in the negative. Although we believe that the expectations reflected in these forward-looking statements are reasonable and achievable, these statements involve risks and uncertainties, and we cannot assure you that actual results will be consistent with these forward-looking statements. We undertake no obligation to update or revise these forward-looking statements, whether to reflect events or circumstances after the date initially filed or published, to reflect the occurrence of unanticipated events or otherwise.
We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all of those risks, nor can we assess the impact of all of those risks on our business or the extent to which any factor may cause actual results to differ materially from those contained in any forward-looking statement. The COVID-19 pandemic is adversely affecting us, our customers, counterparties, employees, and third-party service providers, and the ultimate extent of the impacts on our business, financial position, results of operations, liquidity and prospects are uncertain. Continued deterioration in general business and economic conditions, including further increases in unemployment rates, or turbulence in domestic or global markets could adversely affect our revenues and the values of our assets and liabilities, reduce the availability of funding, lead to a tightening of credit, and further increase stock price volatility. In addition, changes to statutes, regulations, or regulatory policies or practices as a result of, or in response to COVID-19, could affect us in substantial and unpredictable ways. The forward-looking statements in this Report are based on assumptions management believes are reasonable. However, due to the uncertainties associated with forward-looking statements, you should not place undue reliance on any forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and unless required by law, we expressly disclaim any obligation or undertaking to publicly update any of them in light of new information, future events, or otherwise.
From time to time, forward-looking statements also are included in our other periodic reports on Forms 10-Q and 8-K, in our press releases, in our presentations, on our website and in other materials released to the public. Any or all of the forward-looking statements included in this Report and in any other reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate. These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.
Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.
For discussion of factors that we believe could cause our actual results to differ materially from expected and historical results see “Item 1A - Risk Factors” below.
In this Report, unless otherwise indicated or the context otherwise requires, “Elite”, the “Company”, “we”, “us” or “our” refer to Elite Performance Holding Corp., a Nevada corporation, and its subsidiaries.
PART I
Item 1. Business
Company 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.
On February 2, 2018, the Company closed on a Stock Exchange Agreement (“SEA”) with Elite Beverage International Corp. (“Elite Beverage”). Pursuant to the SEA, we purchased all of Joey Firestone and Jon McKenzie’s 100,000,000 common shares and 10,000,000 preferred shares in Elite Beverage, which gave the Company ownership of all of its assets and liabilities in exchange for 50,000,000 common shares and 10,000,000 preferred shares of the Company. Following the SEA, Elite Beverage is a 100% wholly owned subsidiary of Elite Performance Holding Corp.
Elite Beverage was formed on November 29, 2017 (inception) and is currently producing a first of its kind functional sports beverage. BYLT® (Beyond Your Limit Training) sports drink is the first to combine 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.
This acquisition was accounted for as an acquisition by entities under common control due to the fact that both Elite Performance Holding Corp. and Elite Beverage were commonly held by Joey Firestone and Jon McKenzie. The ownership structure of the Company did not change as a result nor did any of its officer’s change positions.
The mission of Elite Performance Holding Corp. 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 Joey 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.
Our Products and Services
Elite Beverage International Corp will offer a first to market functional beverage called B.Y.L.T.® (acronym for Beyond Your Limit Training). B.Y.L.T.® was created to change the way you supplement your training to help you reach your goals faster and outpower and outlast your competitors during any type of physical activity, especially the most grueling ones. With patented SmartCarb® technology it is designed to boost endurance, maintain proper glucose levels during training, and enhance recovery.
THE BYLT DIFFERENCE
SmartCarb® Technology
This groundbreaking combination of Palatinose™ and Branched-Chain Amino Acids (BCAAs), referred to as SmartCarb® Technology. (US Patent 11,103,522) offers numerous benefits for athletes and fitness enthusiasts. Palatinose™, a slow-release carbohydrate, provides sustained energy during exercise and aids in better recovery. When paired with BCAAs, which support muscle repair and growth, SmartCarb® Technology enhances performance, promotes muscle endurance, and speeds up recovery after intense workouts. This synergistic blend ensures athletes stay fueled, hydrated, and ready to conquer their fitness goals without compromising on energy levels or muscle health.
Palatinose
Palatinose™, a special type of carbohydrate found in BYLT, is unique because it digests slowly, providing a steady supply of energy during exercise. Even though its naturally found in small amounts in honey and sugar cane juice, Palatinose™ is made from sugar beets, where natural enzymes strengthen the bonds between glucose and fructose molecules, resulting in a carbohydrate that's absorbed gradually by the body. This means sustained energy for your workouts and recovery, without causing discomfort like bloating or stomach cramps. It doesn’t spike blood sugar making it an excellent choice for diabetics as well!
BCAA 2:1:1
Branched Chain Amino Acids have been proven to effectively increase strength, power, speed and muscular endurance along with enhancing recovery by providing critical support to Muscle Protein Synthesis. Numerous studies support the effectiveness of the 2:1:1 ratio for training for muscle size, strength, endurance and power. As the most studied BCAA combination, it has become the gold standard.
L-Leucine – Considered the ‘king’ of the amino acids, it has the primary responsibility of activating mTOR which helps initiate protein synthesis and supports the body’s release of insulin from the pancreas; This offers muscle supporting and enhanced recovery benefits.
L-Isoleucine – Primarily responsible for increasing glucose uptake into cells; works synergistically with leucine and has muscle supporting properties as well.
L-Valine – Helps stimulate muscle protein synthesis and supports the body’s natural ability to eliminate excess nitrogen from the liver.
Senactive®
A patented 100% natural compound composed of extracts from Rosa roxburghii (fruit) and Panax notoginseng (root). It increases endurance and helps with recovery by increases lowering muscle inflammation and accelerating muscle regeneration and supports the body’s ability to protect against free radicals. Helps manage temporary inflammatory response from training, translating to improved training and overall health.
Betaine Anhydrous
Betaine Anhydrous stands out as a natural and effective ingredient known offering a multitude of benefits ranging from enhanced hydration and performance to muscle growth and recovery. Derived from the molasses of sugar beets, this premium form of betaine offers extensive health benefits and is naturally present in nutrient-rich foods such as whole grains, spinach, and beets. What sets natural Betaine Anhydrous apart is its patented exercise performance benefits and its track record of no adverse side effects, making it a trusted choice for individuals looking to optimize their fitness and well-being.
HydroMax™
HydroMax™, is a highly concentrated and bioavable form of vegetable glycerol that works to improving hydration and exercise performance. Through scientific studies and research, HydroMax™ is shown to enhance fluid retention in muscle cells, leading to increased hydration levels and improved exercise endurance. Its unique properties make it an effective ingredient for athletes and fitness enthusiasts seeking to optimize hydration status and performance during intense physical activity. By promoting greater fluid uptake in muscle cells, HydroMax™ helps athletes stay hydrated, improve endurance, and maximize their workout potential.
Electrolytes
BYLT's sports drinks feature a unique crafted blend of electrolytes aimed at boosting performance and keeping you hydrated. Electrolytes are vital minerals that play key roles in your body, helping transmit electrical signals that power your nerves and muscles, maintain proper blood pH, and regulate fluid balance. During exercise, we lose electrolytes through sweat, which can impact our performance and overall health. Replenishing these electrolytes is crucial for maintaining peak performance and well-being. Even a small loss of fluids, as little as 2%, can lead to a significant decrease in exercise performance. Many athletes struggle to maintain proper hydration levels, even with access to fluids. Our formula isn't just for elite athletes—it's designed to support everyone, helping replenish essential minerals often lacking in everyday diets.
BYLT introduced 4 flavors in 2020 and 3 additional flavors in 2022 to test the market and consumer feedback. These flavors will include Blue Raspberry, Tropical Punch, Lemon Lime, Watermelon, Grape, Orange and Fruit Punch.
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.
Competition and Market Overview
The functional beverage industry is extremely competitive and has low barriers to entry. We compete with other sports drinks. Several of which have greater experience, brand name recognition and financial resources than Elite Beverage International Corp.
Our management believes that the functional beverage industry competes in the global marketplace and therefore must be adaptable to remain competitive. Consumer spending for discretionary goods such as supplements and functional beverages are sensitive to changes in consumer confidence and ultimately consumer confidence is affected by general business considerations in the U.S. economy. Consumer discretionary spending generally declines during times of falling consumer confidence, which may affect the retail sale of our products. U.S. consumer confidence reflected these slowing conditions throughout the last few years.
We believe that a stronger economy, more spending by young professionals with an overall trend toward health and fitness will lead to future growth. Therefore, we intend to make strong efforts to maintain our brand in the industry through our focus on the innovation and design of our products as well as being able to consolidate and increase cost efficiency when possible, through potential acquisitions.
Marketing and Distribution
It is our intention to position Elite Performance Holding Corp. as a holding company for the purpose of establishing the vertical integration of like companies in the health and fitness industry in order to develop multiple revenue streams while minimizing risks through diversification. Our branded product lines are currently functional beverages and will be the centerpiece of our branding efforts. This is in line with our strategy and belief that a brand name can create an association with innovation, design and quality which helps add value to the individual products as well as facilitate the introduction of new innovative products.
Since our initial offering, our 100% wholly owned subsidiary, Elite Beverage International, has completed several years test marketing our product in the states of California, Florida, Texas and New York in retail stores, various sporting events, and fit expos across the country. During the COVID-19 pandemic, the Company chose to consolidate its operations because the brand had not been built to the level that the product would turn on retail shelves without consistent consumer education and marketing efforts, which were impossible to facilitate during the pandemic. However, the Company is now ready to pick up where they left off and have hired a sales team of seasoned beverage professionals, a consumer education advocate, are utilizing several delivery vans branded with BYLT, and is now back to participating in various sporting events and fitness expos. Our initial target markets are currently Florida and California with a goal to spread into Texas and national distribution over time.
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. |
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✓ | 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. |
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✓ | Sports Drinks accounted for 70% of the entire Fortified/Functional beverage industry and is expected to continue its growth during the next four years to become a $32 Billion global market by 2027. |
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✓ | BYLT® is also positioned in the Nutrition and Performance Drink Industry which generated a total revenue of $27.2 billion. Mintel estimates sales of the category to continue to grow reaching $36.3 billion by 2028. |
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✓ | 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. |
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✓ | 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 has contracted GBS Growth Partners to strategically implement and execute its nationwide sales and distribution of our first to market sports drink. The key executives at GBS Growth Partners are comprised of former seasoned Coca-Cola, PepsiCo and Dr. Pepper executives that have over 120 years of combined experience in the beverage industry and played a key role in the sales strategy in Celsius. Their 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.
Over the last several months, GBS Growth Partners has introduced the Company to several high-level executives with stellar resumes specializing in the sales of new beverages within our space. Currently, the executive sales team works on a consultant basis. However, the Company plans on making several of them full time employees in the future.
Figure 2: Map of BYLT Roll Out Strategy
Customers
As of December 31, 2023, accounts receivable, net amounted to $0 and 6 customers represented 100% of receivables and 1 customer represented 90%.
Sources and Availability of Raw Materials and Principal Suppliers
Most of the inventory and raw materials we purchase occurs through our manufacturers located in Dallas, Tx and Dade City, FL. Our inventory supply is based on the sales and revenues of our products. Inventory supply is ultimately determined at the discretion of Mr. Firestone, and the Company’s COO, David Sandler based on his experience in the industry. Our inventories are commodities that can be incorporated into future products or can be sold on the open market. Additionally, we perform physical inventory inspections on a quarterly basis to assess quality and upcoming styling needs and consider the current pricing in raw materials needed for our products.
We acquire all packaging and other raw materials used for manufacturing our products on the open market. We are not constrained in our purchasing by any contracts with any suppliers and acquire raw material based upon, among other things, availability and price on the open wholesale market.
Intellectual Property
The Company presently owns the intellectual property and SmartCarb® technology patent (US Patent No. 11,103,522) which it acquired on September 29, 2021.
Research and Development
There were $0 in expenses incurred for research and development in 2023.
Environmental Regulation and Compliance
The United States environmental laws do not materially impact our manufacturing as we are using state of the art facilities with equipment that complies with all relevant environmental laws. We adhere to the highest quality control standards to ensure the best possible product, meeting all of our specifications. We only use manufactures that belong to the following trade associations and organizations.
NSF – The Public Health and Safety Organization
NSF is an independent, accredited organization that tests, audits and certifies products and systems as well as provides education and risk management. We have recently received a passing grade in an NSF health food and safety audit.
cGMP – Current Good Manufacturing Practice
Good manufacturing practice guidelines provide guidance for manufacturing, testing and quality assurance in order to ensure that a dietary supplement is safe for human consumption. GMPs are enforced in the United States by the U.S. Food and Drug Administration (FDA.)
FDA Registered Food/Beverage Facility
The FDA is responsible for protecting and promoting public health through the regulation and supervision of food safety, tobacco products, dietary supplements, prescription and over-the-counter pharmaceutical drugs, cosmetics, and veterinary products.
Certifications
Our manufacture’s facility is certified to meet the standards by the following organizations enabling us to manufacture a variety of products including Organic and Kosher.
SQF Level III Certified
Newly acquired SQF certification, which ensures all safety and quality standards are met.
Certified HEPA Filtration
To qualify as HEPA by US government standards, an air filter must remove (from the air that passes through) 99.97% of particles that have a size of 0.3 µm or larger. All filling and blending rooms have HEPA filtration.
Government Regulation
Currently, we are subject to all of the government regulations that regulate businesses generally such as compliance with regulatory requirements of federal, state, and local agencies and authorities, including regulations concerning workplace safety, labor relations, and disadvantaged businesses. In addition, our operations are affected by federal and state laws relating to marketing practices in the functional beverage industry. We are subject to the jurisdiction of federal, various state and other taxing authorities. From time to time, these taxing authorities review or audit our business.
Where You Can Find More Information
Our website address is www.drinkbylt.com We do not intend for our website address to be an active link or to otherwise incorporate by reference the contents of the website into this Report. The public may read and copy any materials the Company files with the U.S. Securities and Exchange Commission (the “SEC”) at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0030. The SEC maintains an Internet website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.
Item 1A. Risk Factors
Risks Related to Our Business and Industry
WE HAVE HAD LIMITED OPERATIONS, HAVE INCURRED LOSSES SINCE INCEPTION, HAVE LIMITED CASH TO SUSTAIN OUR OPERATIONS, AND WE NEED ADDITIONAL CAPITAL TO EXECUTE OUR BUSINESS PLAN AND RECEIVED A GOING CONCERN OPINION IN PRIOR PERIODS.
The Company has suffered recurring losses. As of December 31, 2023, the Company had limited cash on hand and approximately $820,000 in convertible debt and loans payable owed at December 31, 2023. At December 31, 2023, the Company also had a stockholders’ deficit of $2,966,360. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The recoverability of a major portion of the recorded asset amounts shown in the accompanying consolidated balance sheet is dependent upon continued operations of the Company, which in turn, is dependent upon the Company’s ability to raise capital and/or generate positive cash flows from operations.
Management plans to achieve profitability by increasing its business through retail distribution and expanding its online ecommerce presence. There can be no assurance that the Company can raise the required capital to support operations or increase sales to achieve profitable operations. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
A DECLINE IN DISCRETIONARY CONSUMER SPENDING MAY ADVERSELY AFFECT OUR INDUSTRY, OUR OPERATIONS, AND ULTIMATELY OUR PROFITABILITY.
Consumer products, such as sports drinks, are discretionary purchases for consumers. Any reduction in consumer discretionary spending or disposable income may affect the sports beverage or functional beverage industry more significantly than other industries. Many economic factors outside of our control could affect consumer discretionary spending, including the financial markets, consumer credit availability, prevailing interest rates, energy costs, employment levels, salary levels, and tax rates. Any reduction in discretionary consumer spending could materially adversely affect our business and financial condition.
THERE IS A RISK ASSOCIATED WITH COVID-19
The Company’s operations were and may be continued 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. 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 property and equipment.
OUR OPERATING RESULTS MAY BE ADVERSELY IMPACTED BY WORLDWIDE POLITICAL AND ECONOMIC UNCERTAINTIES AND SPECIFIC CONDITIONS IN THE MARKETS WE ADDRESS.
In the recent past, general worldwide economic conditions have experienced a downturn due to slower economic activity, concerns about inflation, increased energy costs, decreased consumer confidence, and reduced corporate profits and capital spending, and adverse business conditions. Any continuation or worsening of the current global economic and financial conditions could materially adversely affect (i) our ability to raise, or the cost of, needed capital, (ii) demand for our current and future products and (iii) our ability to commercialize products. We cannot predict the timing, strength, or duration of any economic slowdown or subsequent economic recovery, worldwide, or in the display industry.
THE LOSS OF THE SERVICES OF OUR KEY EMPLOYEES, PARTICULARLY THE SERVICES RENDERED BY OUR CHIEF EXECUTIVE OFFICER AND DIRECTOR, MR. JOEY FIRESTONE, COULD HARM OUR BUSINESS.
We believe our success will depend, to a significant extent, on the efforts and abilities of Joey Firestone, our Chief Executive Officer. If we lost Mr. Firestone, we would be forced to expend significant time and money in the pursuit of a replacement, which would result in both a delay in the implementation of our business plan and the diversion of limited working capital. We can give you no assurance that we could find a satisfactory replacement for Mr. Firestone at all, or on terms that are not unduly expensive or burdensome.
OUR FUTURE SUCCESS DEPENDS UPON, IN LARGE PART, OUR CONTINUING ABILITY TO ATTRACT AND RETAIN QUALIFIED PERSONNEL.
If we grow and implement our business plan, we will need to add managerial talent to support our business plan. There is no guarantee that we will be successful in adding such managerial talent. These professionals are regularly recruited by other companies and may choose to change companies. Given our relatively small size compared to some of our competitors, the performance of our business may be more adversely affected than our competitors would be if we lose well-performing employees and are unable to attract new ones.
BECAUSE WE INTEND TO GROW BY ACQUISITIONS AND SUCH ACTIVITY INVOLVES A NUMBER OF RISKS, OUR BUSINESS MAY SUFFER.
We may consider acquisitions of assets or other business. Any acquisition or opening of another retail store or other operations involves a number of risks that could fail to meet our expectations and adversely affect our profitability. For example:
· | The acquired assets or business may not achieve expected results; |
· | We may incur substantial, unanticipated costs, delays or other operational or financial problems when integrating the acquired assets; |
· | We may not be able to retain key personnel of an acquired business; |
· | We may not be able to raise the required capital to expand; |
· | Our management’s attention may be diverted; or |
· | Our management may not be able to manage the acquired assets or combined entity effectively or to make acquisitions and grow our business internally at the same time. |
If these problems arise, we may not realize the expected benefits of an acquisition.
BECAUSE WE DEPEND ON OUR ABILITY TO IDENTIFY AND RESPOND TO CONSUMER TRENDS, IF WE MISJUDGE THESE TRENDS, OUR ABILITY TO MAINTAIN AND GAIN MARKET SHARE WILL BE AFFECTED.
The beverage industry is subject to rapidly changing consumer trends and shifting consumer demands. Accordingly, our success may depend on the priority that our target customers place on fashion and our ability to anticipate, identify, and capitalize upon emerging consumer trends. If we misjudge consumer trends or are unable to adjust our products in a timely manner, our net sales may decline or fail to meet expectations and any excess inventory may be sold at lower prices.
OUR ABILITY TO MAINTAIN OR INCREASE OUR REVENUES COULD BE HARMED IF WE ARE UNABLE TO STRENGTHEN AND MAINTAIN OUR BRAND IMAGE.
We have limited revenues and have spent significant amounts of time and money in branding our beverage lines. We believe that primary factors in determining customer buying decisions, especially in the beverage industry, are determined by price, confidence in the merchandise and quality associated with a brand. The ability to differentiate products from competitors of the Company has been a factor in attracting consumers. However, if the Company’s ability to promote its brand fails to garner brand recognition, its ability to generate revenues may suffer. If the Company fails to differentiate its products, its ability to sell its products wholesale will be adversely affected. These factors could result in lower selling prices and sales volumes, which could adversely affect its financial condition and results of operations.
IF WE WERE TO EXPERIENCE SUBSTANTIAL DEFAULTS BY OUR CUSTOMERS ON ACCOUNTS RECEIVABLE, THIS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR LIQUIDITY AND RESULTS OF OPERATIONS.
If customers responsible for a large amount of accounts receivable were to become insolvent or otherwise unable to pay for our products, or to make payments in a timely manner, our liquidity and results of operations could be materially adversely affected. An economic or industry downturn could materially affect the ability to collect these accounts receivable, which could then result in longer payment cycles, increased collections costs and defaults in excess of management’s expectations. A significant deterioration in the ability to collect on accounts receivable could affect our cash flow and working capital position.
WE MAY NOT BE ABLE TO INCREASE SALES OR OTHERWISE SUCCESSFULLY OPERATE OUR BUSINESS, WHICH COULD HAVE A SIGNIFICANT NEGATIVE IMPACT ON OUR FINANCIAL CONDITION.
We believe that the key to our success will be to increase our revenues and available working capital. We may not have the resources required to promote our business and its potential benefits. If we are unable to gain market acceptance of our business, we will not be able to generate enough revenue to achieve and maintain profitability or to continue our operations.
We may not be able to increase our sales or effectively operate our business. To the extent we are unable to achieve sales growth, we may continue to incur losses. We may not be successful or make progress in the growth and operation of our business. Our current and future expense levels are based on operating plans and estimates of future sales and revenues and are subject to increase as strategies are implemented. Even if our sales grow, we may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall.
Further, if we substantially increase our operating expenses to increase sales and marketing, and such expenses are not subsequently followed by increased revenues, our operating performance and results would be adversely affected and, if sustained, could have a material adverse effect on our business. To the extent we implement cost reduction efforts to align our costs with revenue, our sales could be adversely affected.
WE MAY NEED ADDITIONAL FINANCING WHICH WE MAY NOT BE ABLE TO OBTAIN ON ACCEPTABLE TERMS. IF WE ARE UNABLE TO RAISE ADDITIONAL CAPITAL, AS NEEDED, THE FUTURE GROWTH OF OUR BUSINESS AND OPERATIONS COULD BE SEVERELY LIMITED.
A limiting factor on our growth is our limited capitalization, which could impact our ability to execute on our business plan. If we raise additional capital through the issuance of debt, this will result in increased interest expense. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of the Company held by existing shareholders will be reduced and our shareholders may experience significant dilution. In addition, new securities may contain rights, preferences or privileges that are senior to those of our Common Stock. If additional funds are raised by the issuance of debt or other equity instruments, we may become subject to certain operational limitations (for example, negative operating covenants). There can be no assurance that acceptable financing necessary to further implement our business plan can be obtained on suitable terms, if at all. Our ability to develop our business, fund expansion, develop or enhance products or respond to competitive pressures, could suffer if we are unable to raise the additional funds on acceptable terms, which would have the effect of limiting our ability to increase our revenues or possibly attain profitable operations in the future.
WE MAY BE UNABLE TO MANAGE GROWTH, WHICH MAY IMPACT OUR POTENTIAL PROFITABILITY.
Successful implementation of our business strategy requires us to manage our growth. Growth could place an increasing strain on our management and financial resources. To manage growth effectively, we will need to:
· | Establish definitive business strategies, goals and objectives; |
· | Maintain a system of management controls; and |
· | Attract and retain qualified personnel, as well as, develop, train and manage management-level and other employees. |
If we fail to manage our growth effectively, our business, financial condition or operating results could be materially harmed, and our stock price may decline.
Risks Related to Our Common Stock
OUR COMMON STOCK IS NOT CURRENTLY QUOTED ON THE OTC MARKETS (PINK SHEETS), WHICH MAY MEANS THERE IS CURRENTLY NO STOCK PRICE QUOTE, NO TRADING IN OUR STOCK, AND NO LIQUIDITY.
We currently have no listing or trading symbol, and our common stock is not yet quoted on the Pink Sheets, an over-the-counter electronic quotation system maintained by the OTC Markets. We are seeking a market maker’s sponsorship in order to obtain a trading symbol, and then intend for our common stock to be quoted on the OTC Markets. However, even if we obtain a trading symbol, and our common stock becomes quoted on the OTC Markets, the future quotation of our shares on the Pink Sheets may result in a less liquid market available for existing and potential stockholders to trade shares of our common stock, and this illiquidity could depress the future trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.
EVEN IF OUR COMMON STOCK BECOMES QUOTED ON THE OTC MARKETS, THERE IS LIMITED LIQUIDITY ON THE PINK SHEETS, WHICH ENHANCES THE VOLATILE NATURE OF OUR EQUITY.
If our common stock becomes quoted on the Pink Sheets, there will likely be few shares of our common stock initially traded, the volatility of our stock price may increase, and price movement may outpace the ability to deliver accurate quote information. Due to lower trading volumes in shares of a typical Pink Sheet’s common stock, there may be a lower likelihood that orders for shares of our common stock will be executed, and market prices may differ significantly from the price that was quoted at the time of entry of the order.
IF WE OBTAIN A TRADING SYMBOL, AND OUR COMMON STOCK IS QUOTED ON THE OTC MARKETS, OUR COMMON STOCK WILL BE CONSIDERED A “PENNY STOCK,” AND WILL BE SUBJECT TO ADDITIONAL SALE AND TRADING REGULATIONS THAT MAY MAKE IT MORE DIFFICULT TO SELL.
If we obtain a trading symbol and our common stock is quoted on the OTC Markets Pink Sheets, our common stock will be considered to be a “penny stock” since it will not qualify for one of the exemptions from the definition of “penny stock” under Section 3a of the Exchange Act. Our common stock is a “penny stock” because it meets one or more of the following conditions (i) the stock trades at a price less than $5.00 per share; (ii) it is not traded on a “recognized” national exchange; (iii) it is not quoted on the Nasdaq Stock Market, or even if so, has a price less than $5.00 per share; or (iv) is issued by a company that has been in business less than three years with net tangible assets less than $5 million.
The principal result or effect of being designated a “penny stock” is that securities broker-dealers participating in sales of our common stock will be subject to the “penny stock” regulations set forth in Rules 15-2 through 15g-9 promulgated under the Exchange Act. For example, Rule 15g-2 requires broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document at least two business days before effecting any transaction in a penny stock for the investor’s account. Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult and time consuming for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.
OUR CURRENT CHIEF EXECUTIVE OFFICER AND DIRECTOR, MR. JOEY FIRESTONE HAS SUFFICIENT VOTING POWER TO CONTROL THE VOTE ON SUBSTANTIALLY ALL CORPORATE MATTERS.
Joey Firestone, our Chief Executive Officer and director has sufficient voting power through his ownership of 10,000,000 series A preferred with Super Voting Rights to control the vote on substantially all corporate matters. Accordingly, Mr. Firestone will be able to determine the composition of our board of directors, will retain the effective voting power to approve all matters requiring shareholder approval, will prevail in matters requiring shareholder approval, including, in particular the election and removal of directors, and will continue to have significant influence over our business. As a result of his ownership and position in the Company, Mr. Firestone is able to influence all matters requiring shareholder action, including significant corporate transactions.
EVEN IF WE OBTAIN A TRADING SYMBOL AND OUR COMMON STOCK IS QUOTED ON THE OTC MARKETS, TRADING OF OUR STOCK MAY BE RESTRICTED BY THE U.S. SECURITIES & EXCHANGE COMMISSION’S PENNY STOCK REGULATIONS, WHICH MAY LIMIT A STOCKHOLDER’S ABILITY TO BUY AND SELL OUR STOCK.
The U.S. Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the U.S. Securities and Exchange Commission, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules will discourage investor interest in and limit the marketability of our common stock.
WE CURRENTLY HAVE A LIMITED ACCOUNTING STAFF, AND IF WE FAIL TO DEVELOP OR MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL CONTROLS, WE MAY NOT BE ABLE TO REPORT OUR FINANCIAL RESULTS TIMELY AND ACCURATELY OR PREVENT FRAUD, WHICH WOULD LIKELY HAVE A NEGATIVE IMPACT ON THE MARKET PRICE OF OUR COMMON UNITS.
We are subject to the public reporting requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”). Effective internal controls are necessary for us to provide reliable and timely financial reports, prevent fraud and to operate successfully as a publicly traded partnership.
We prepare our consolidated financial statements in accordance with accounting and principles generally accepted in the United States, but our internal accounting controls may not meet all standards applicable to companies with publicly traded securities. Our efforts to develop and maintain our internal controls may not be successful, and we may be unable to maintain effective controls over our financial processes and reporting in the future or to comply with our obligations under Section 404 of the Sarbanes-Oxley Act of 2002, which we refer to as Section 404. For example, Section 404 requires us, among other things, to annually review and report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal controls over financial reporting. Based on management’s evaluation, as of December 31, 2023, our management concluded that we had several material weaknesses related to our internal controls over financial reporting (See Item 9A).
EVEN IF WE OBTAIN A TRADING SYMBOL AND OUR COMMON STOCK IS QUOTED ON THE OTC MARKETS, THE MARKET PRICE FOR OUR COMMON SHARES WILL BE PARTICULARLY VOLATILE GIVEN OUR STATUS AS A RELATIVELY UNKNOWN COMPANY WITH WHAT WILL BE A SMALL AND THINLY TRADED PUBLIC FLOAT, LIMITED OPERATING HISTORY AND LACK OF PROFITS WHICH COULD LEAD TO WIDE FLUCTUATIONS IN OUR SHARE PRICE. YOU MAY BE UNABLE TO SELL YOUR COMMON SHARES AT ALL, OR EVEN IF YOU CAN EVENTUALLY SELL YOUR SHARES, THERE IS NO GUARANTEE THAT YOU CAN SELL SUCH SHARES AT OR ABOVE YOUR PURCHASE PRICE, WHICH MAY RESULT IN SUBSTANTIAL LOSSES TO YOU.
There is currently no market for our common shares, as we do not yet have a trading symbol, and our common stock is not quoted anywhere. Even if we obtain a trading symbol and our common stock is quoted on the OTC Markets Pink Sheets, the market for our common shares is expected to be characterized by significant price volatility when compared to the shares of larger, more established companies that trade on a national securities exchange and have large public floats, and we expect that our share price will continue to be more volatile than the shares of such larger, more established companies for the indefinite future. Even after our common stock is quoted, the expected volatility in our future share price is attributable to a number of factors. First, as noted above, our common shares will be, compared to the shares of such larger, more established companies, sporadically and thinly traded. As a consequence of this limited liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand. Secondly, we are a speculative or “risky” investment due to our limited operating history and lack of profits to date, and uncertainty of future market acceptance for our potential products. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a larger, more established company that trades on a national securities exchange and has a large public float. Many of these factors are beyond our control and may decrease the market price of our common shares, regardless of our operating performance. We cannot make any predictions or projections as to when we will obtain a trading symbol, or when our stock will be quoted, or once quoted, what the prevailing market price for our common shares will be at any time, including as to whether our common shares will sustain their initial market prices, or as to what effect that the sale of shares or the availability of common shares for sale at any time will have on the future market price.
WE WILL INCUR INCREASED COSTS AS A RESULT OF BEING A PUBLIC COMPANY, WHICH COULD AFFECT OUR PROFITABILITY AND OPERATING RESULTS.
We voluntarily file annual, quarterly and current reports with the SEC. In addition, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the rules subsequently implemented by the SEC and the Public Company Accounting Oversight Board have imposed various requirements on public companies, including requiring changes in corporate governance practices. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities of ours more time-consuming and costly. We expect to spend between $25,000 and $50,000 in legal and accounting expenses annually to comply with our SEC reporting obligations and Sarbanes-Oxley. These costs could affect profitability and our results of operations.
WE HAVE NOT PAID DIVIDENDS IN THE PAST AND DO NOT EXPECT TO PAY DIVIDENDS FOR THE FORESEEABLE FUTURE. ANY RETURN ON INVESTMENT MAY BE LIMITED TO THE VALUE OF OUR COMMON STOCK, WHICH IS CURRENTLY ILLIQUID, AS OUR COMMON STOCK IS NOT QUOTED, AND THERE IS CURRENTLY NO MARKET FOR OUR COMMON STOCK.
No cash dividends have been paid on the Company’s common stock. We expect that any income received from operations will be devoted to our future operations and growth. The Company does not expect to pay cash dividends in the near future. Payment of dividends would depend upon our profitability at the time, cash available for those dividends, and other factors as the Company’s board of directors may consider relevant. If the Company does not pay dividends, the Company’s common stock may be less valuable because a return on an investor’s investment will only occur if the Company’s stock price appreciates.
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 1C. Cybersecurity
Risk Management and Strategy
The Company has processes for assessing, identifying, and managing material risks from cybersecurity threats. These processes are integrated into the Company’s overall risk management systems, as overseen by the Company’s board of directors. And its audit committee.
Governance
Board of Directors
The audit committee of the Company’s board of directors, with the input of management, oversees the Company’s internal controls, designed to assess, identify, and manage material risks from cybersecurity threats. The audit committee is informed of material risks, when applicable, from cybersecurity threats by the Company’s Chief Executive Officer. Updates on cybersecurity matters, including material risks and threats, are provided to the Company’s management and audit committee, which also provides updates to the Company’s board of directors at regular board meetings.
Management
Under the oversight of the audit committee of the Company’s board of directors, the Company’s Chief Executive Officer is primarily responsible for the assessment and management of material cybersecurity risks and establishing and maintaining adequate and effective internal controls covering cybersecurity matters.
The audit committee of the Company’s board of directors, with the assistance of the Company’s Chief Executive Officer, is responsible for overseeing the establishment and effectiveness of controls and other procedures, including controls and procedures related to the public disclosure of material cybersecurity matters.
As of the date of this report, other than the foregoing, the Company is not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition and that are required to be reported in this report.
Item 2. Properties.
At the current time, the Company’s CEO, Joey Firestone, leases office space monthly for the operations, and tangible assets, other than inventory, consists of general office equipment and computers. On May 6, 2022, the Company entered into a lease agreement with its CEO, Joey Firestone, for three delivery cargo vans to be used in the delivery and distribution of its products. Mr. Firestone is the guarantor of these vehicles, which he acquired for the sole purpose of the operations of Elite Beverage International. Total deposits for all three vehicles were $19,000. Each vehicle has a purchase option upon the completion of the lease agreement. Our expansion plans are in the preliminary stages with negotiations being conducted to lease a larger warehouse space for the operations. Most likely no expansions will take place until additional capital can be raised to help offset the costs associated with any expansion.
Item 3. 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 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
a) Market Information
The Company’s common stock currently has no trading symbol, and our common stock is not quoted on the OTC Markets Pink Sheets or anywhere else.
b) Holders
As of December 31, 2023, the Company had approximately 169 shareholders [NK3] [JF4] of record of its issued and outstanding common stock, and all of our common stock is currently restricted, whether held in certificate form or in book entry.
c) Dividends
We have not declared or paid any dividends on our common stock and intend to retain any future earnings to fund development and growth of our business. Therefore, we do not anticipate paying dividends on our common stock for the foreseeable future. There are no restrictions on our present ability to pay dividends to stockholders of our common stock, other than those prescribed by law.
d) Securities Authorized for Issuance under Equity Compensation Plans
In February of 2021, the Company entered into an employee agreement with the CEO Joey Firestone and shall pay a performance bonus of 5,000,000 (5 million) restricted shares of Elite Performance Holding Corp. common stock for reaching each milestone of the following goals below. Once vested, shares shall carry unlimited piggy-back registration rights and shall be subject to all rules and guidelines set forth under SEC Rule 144.
a.) | reach 5 million dollars in gross annual revenue |
b.) | reach 15 million dollars in gross annual revenue |
c.) | reach 30 million dollars in gross annual revenue |
d.) | reach 50 million dollars in gross annual revenue |
e.) | reach 75 million dollars in grows annual revenue |
f.) | reach 100 million dollars in gross annual revenue |
Recent Sales of Unregistered Securities
During the period from January 1, 2023 through December 31, 2023, we have issued securities which were not registered under the Securities Act and not previously disclosed in the Company’s Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. Unless otherwise indicated, all of the share issuances described below were made in reliance on the exemption from registration provided by Section 4(2) of the Securities Act for transactions not involving a public offering:
As of December 31, 2023 to April 15, 2024, the Company has issued a total of 1,000,000 shares of common stock. Issuances were a combination of shares issued for debt, and restricted shares issued to consultants, endorsing athletes and debt conversion.
Restricted Shares issued and to be 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.
On October 22, 2018, we received $2,000 for a subscription for 40,000 shares of common stock. These shares were issued in 2019 and are reflected in the Company’s current shares outstanding.
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
As of December 31, 2020, we had 276,060 shares to be issued in the amount of $13,803 from licensing fees and services rendered
In 2020, we issued 400,000 of common shares for financing fees in the amount of $20,000
On June 26, 2019, First Fire elected to convert the remaining balance of $124,715 of the note dated December 10, 2018 for restricted shares at .05 cents a share thereby retiring the original note in full, and 2,494,300 shares were issued on July 3, 2019. No gain or loss was recorded on the conversion as the transaction was performed within the terms of the convertible note.
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.
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).
In November of 2021 we issued 1,110,000 shares of our common stock for our Reg D offering valued at $111,000
In the year ended December 31, 2022, we issued 18,160,000 common subscription shares to accredited investors for subscription agreements in the amount of $1,811,001.
In the year ended December 31, 2022, we issued 8,350,000 shares for services in the amount of $835,000 valued at $0.10 per share.
In the year ended December 31, 2022, we recognized $238,000 in shares issued and $40,000 in shares to be issued for settlement of accounts payable valued at $0.10 per share for a total of 2,780,000 shares.
In the year ended December 31, 2022, we issued 20,000 shares in connection with a convertible note in the amount of $2,000 valued at $0.10 per share.
In the year ended December 31, 2023, we issued 1,570,000 shares for services in the amount of $157,000 valued at $0.10 per share.
In the year ended December 31, 2023, we issued 200,000 common shares to accredited investors for notes in the amount of $55,000.
In the year ended December 31, 2023, we issued 730,000 common subscription shares to accredited investors for subscription agreements in the amount of $73,000.
In the year ended December 31, 2023, we issued 16,250 common shares in the amount of $1,625 as debt issuance cost.
As of December 31, 2023, we had 130,397,550 common shares outstanding.
Common Stock Warrants
None.
Preferred Stock
The Company has authorized a total of 35,000,000 Shares of Preferred Stock, $.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 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 through a 1:1 preferred share exchange as follows. 10,000,000 Series A preferred shares of Elite Performance Holding Corp. in exchange for 10,000,000 Series A preferred shares of Elite Beverage International Inc.
Rule 10B-18 Transactions
During the year ended December 31, 2023, there were no repurchases of the Company’s common stock by the Company.
Item 6. Selected Financial Data.
The Company is a smaller reporting company as defined in Item 10 (f) of Regulation S-K and therefore is not required to provide the information under this item.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward Looking Statements
This report and other reports filed by the Company from time to time with the SEC (collectively the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof.
When used in the filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to us or our management identify forward-looking statements. Such statements reflect our current view with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including those set forth in the Risk Factors on page 8. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except, as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this report.
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 consolidated financial statements, as of December 31, 2023, we had an accumulated deficit totaling ($8,789,563). 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.
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. |
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| ✓ | 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. |
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| ✓ | 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 $15 billon market by 2027. |
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| ✓ | BYLT is also positioned in the Nutrition and Performance Drink Industry which generated a total revenue of $9 billion. Mintel estimates sales of the category to continue to grow reaching $15 billion by 2027. |
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| ✓ | 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. |
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| ✓ | 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 1: Map of BYLT Roll Out Strategy |
Corporate Information
Elite Performance Holding Corp
3301 NE 1st 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.
Results of Operations - For the Year Ended December 31, 2023 Compared the Year Ended December 31, 2022
Revenues
The Company’s revenues for the year ended December 31, 2023 were $42,569 compared to $90,588 for the year ended December 31, 2022. This decrease of approximately $48,000 is mostly attributed to production delays to manufacture more product.
Cost of Goods Sold
The Company’s cost of goods sold for the year ended December 31, 2023 were $155,804 compared to $126,586 for the year ended December 31, 2022. This increase of approximately $29,000 is mostly attributed to the inventory write-down totaling approximately $111,000 due to expired product in addition to not being able to run production run in 2023.
Gross Loss
Gross loss for the year ended December 31, 2023 was $113,235 compared to $35,998 for the year ended December 31, 2022. This increase in gross loss is primarily due to less revenues.
Our gross loss 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.
Legal and Accounting Expense
For the year ended December 31, 2023, legal and accounting expenses were $228,886 compared to $283,805 for the year ended December 31, 2022, a decrease of $54,919. This decrease was due to a decrease in operations, accounting and legal filings.
Advertising Expense
For the year ended December 31, 2023, advertising expenses were $65,169 compared to $310,767 for the year ended December 31, 2022, a decrease of $245,598. This decrease was due to a decrease in product marketing expense.
General and Administrative Expenses
For the year ended December 31, 2023, general and administrative expenses were $472,265 compared to $645,468 for the year ended December 31, 2022, a decrease of approximately $173,000. This decrease was due to a less operations.
Consulting expense
For the year ended December 31, 2023, consulting expenses were $432,224 compared to $1,367,794 for the year ended December 31, 2022, a decrease of $935,570. This decrease was due to less consultants working.
Interest Expense
For the year ended December 31, 2023, interest expenses were $148,662 compared to $114,655 for the year ended December 31, 2022, an increase of $34,007. This increase was due to an increase in notes payable totaling $275,000.
Our net loss for the year ended December 31, 2023, was $1,447,769 compared to $2,752,487 for the year ended December 31, 2022, a decrease of $1,304,718. This decrease was due primarily from the sales and operations.
Liquidity and Capital Resources
The following table summarizes total current assets, liabilities and working capital at December 31, 2023, compared to December 31, 2022.
| | December 31, 2023 | | | December 31, 2022 | |
Current Assets | | $ | 30,854 | | | $ | 214,149 | |
| | | | | | | | |
Current Liabilities | | $ | 2,964,683 | | | $ | 2,007,751 | |
| | | | | | | | |
Working Capital | | $ | (2,933,829 | ) | | $ | (1,793,602 | ) |
Our working capital deficit was $(2,933,829) at December 31, 2023 as compared to a working capital deficit of ($1,793,602) at December 31, 2022. This increase is primarily attributed to decreased inventory and increased convertible notes payable and accounts payable and accrued expenses – related party at December 31, 2023 as compared to December 31, 2022.
During the year ended December 31, 2023, the Company had a net decrease in cash of $8,941. The Company’s principal sources and uses of funds were as follows:
Cash used in operating activities. For the year ended December 31, 2023, the Company used $(473,641) in cash used in operating activities as compared to $(1,835,288) in cash used in operating activities for the year ended December 31, 2022. This decrease was mainly attributed to a decrease in the net loss, a decrease in inventory, offset by an increase in accounts payable and accrued expenses – related party.
Cash used in investing activities. For the year ended December 31, 2023, the Company used $0 in investing activities as compared to cash used in investing activities of $55,000 for the year ended December 31, 2022. In the year ended December 31, 2022, the Company purchased a vehicle for $55,000.
Cash provided financing activities. For the year ended December 31, 2023 the Company provided $464,700 in financing activities as compared to $1,897,480 in financing activities for the year ended December 31, 2022. This decrease is primarily the result of a decrease from the sale of stock of $0 in 2023 compared to $1,821,001 in 2022.
Our indebtedness is comprised of various convertible debt and advances from a stockholder/officer intended to provide capital for the ongoing manufacturing of our beverage line, in advance of receipt of the payment from our retail distributors.
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 year ended December 31, 2023, have been prepared on a going concern basis and Note 8 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.
Recently Issued Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our consolidated financial position or results of operations upon adoption.
Convertible Debt
The Company enters into certain financing agreements for convertible debt. For the most part, the Company settles these obligations with the Company’s common stock. As of December 31, 2023, the Company had outstanding convertible debt in the amount of $820,250. See note 10 in the notes to the financial statements for the terms and conversion features.
Satisfaction of Our Cash Obligations for the Next 12 Months
A critical component of our operating plan impacting our continued existence is to increase sales and efficiently manage the production of our beverage lines and successfully develop new lines through our Company or through possible acquisitions and/or mergers. Our ability to obtain capital through additional equity and/or debt financing, and joint venture partnerships will also be important to our expansion plans. In the event we experience any significant problems assimilating acquired assets into our operations or cannot obtain the necessary capital to pursue our strategic plan, we may have to reduce the growth of our operations. This may materially impact our ability to increase revenue and continue our growth.
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern.
The Company has suffered recurring losses, and at December 31, 2023, the Company had a stockholders’ deficit of $2,966,360. As of December 31, 2023, the Company had $52 cash on hand and $1,035,250 in convertible debt and advances. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The recoverability of a major portion of the recorded asset amounts shown in the accompanying consolidated balance sheet is dependent upon continued operations of the Company, which in turn, is dependent upon the Company’s ability to raise capital and/or generate positive cash flows from operations.
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. For the year ended December 31, 2023 and for the year ended December 31, 2022 we had $0 and $0 respectively in R&D expense.
Expected Purchase or Sale of Plant and Significant Equipment
We do not anticipate the purchase or sale of any plant or significant equipment; as such items are not required by us at this time.
Critical Accounting Policies
These consolidated 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. 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 doubt regarding the Company’s ability to continue as a going concern. These consolidated 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.
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. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. 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 years ended December 31, 2023 and 2022 we had $42,569 and $90,588 respectively in revenue from the sale of our products.
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. In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718). This update is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to non-employees (for example, service providers, external legal counsel, suppliers, etc.). The ASU expands the scope of Topic 718, Compensation-Stock Compensation, which currently only included share-based payments issued to employees, to also include share-based payments issued to non-employees for goods and services. Consequently, the accounting for share-based payments to non-employees and employees will be substantially aligned. This standard will be effective for financial statements issued by public companies for the annual and interim periods beginning after December 15, 2018. Early adoption of the standard is permitted. The standard will be applied in a retrospective approach for each period presented.
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 for the years ended December 31, 2023 and 2022.
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
We adopted the following ASUs during 2022, none of which had a material impact to our consolidated financial statements or financial statement disclosures:
ASU | | | | Effective Date | |
2021-04 | | Issuer’s Accounting for Certain Modifications or Exchanges of Warrants | | January 1, 2022 | |
2021-05 | | Lessors - Certain Leases with Variable Lease Payments | | January 1, 2022 | |
2021-08 | | Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers | | January 1, 2022 | |
2022-06 | | Reference Rate Reform: Deferral of the Sunset Date of Topic 848 | | December 21, 2022 | |
2022-02 | | Financial Instruments – Credit Losses, Troubled Debt Restructurings and Vintage Disclosures | | January 1, 2023 | |
Accounting Standards Issued but Not Yet Adopted
All other ASUs issued but not yet adopted were assessed and determined to be either not applicable or are not expected to have a material impact on our consolidated financial statements or financial statement disclosures.
Off Balance Sheet Arrangements
The Company is not party to any off-balance sheet arrangements that may affect its financial position or its results of operations.
No other recently issued accounting pronouncements had or are expected to have a material impact on the Company’s condensed consolidated financial statements.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
We do not hold any derivative instruments and do not engage in any hedging activities.
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.
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
In the year ended December 31, 2022, we issued 18,160,000 common subscription shares to accredited investors for subscription agreements in the amount of $1,811,001. In the year ended December 31, 2022, we have also received $10,000 for shares to be issued to accredited investors for subscription agreements.
In the year ended December 31, 2022, we issued 8,350,000 shares for services in the amount of $835,000 valued at $0.10 per share.
In the year ended December 31, 2022, we recognized $238,000 in shares issued and $40,000 in shares to be issued for settlement of accounts payable valued at $0.10 per share for a total of 2,780,000 shares.
In the year ended December 31, 2022, we issued 20,000 shares in connection with a convertible note in the amount of $2,000 valued at $0.10 per share. The $2,000 was expensed in the year ended December 31, 2022.
For the year ended December 31, 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 issued in connection with our Regulation D offering in the amount of $4,000 valued at $0.10 per share.
For the year ended December 31, 2023, we issued (to be issued) shares for services:
250,000 shares issued in the amount of $25,000 valued at $0.10 per share for consulting services.
100,000 shares issued in the amount of $10,000 valued at $0.10 per share for consulting services.
30,000 shares issued in the amount of $3,000 valued at $0.10 per share for consulting services.
30,000 shares issued in the amount of $3,000 valued at $0.10 per share for consulting services.
500,000 shares issued in the amount of $50,000 valued at $0.10 per share were issued for consulting services.
100,000 shares issued in the amount of $10,000 valued at $0.10 per share were issued for consulting services.
10,000 shares issued in the amount of $1,000 valued at $0.10 per share were issued for consulting services.
500,000 shares issued in the amount of $50,000 valued at $0.10 per share were issued for consulting services.
50,000 shares issued in the amount of $5,000 valued at $0.10 per share were issued for consulting services.
For the year ended December 31, 2023, we issued (to be issued) shares for the conversion of convertible notes payable.
40,000 shares issued in the amount of $10,000 valued at $0.25 per share were issued for the conversion of $10,000 principal of a convertible note payable made within the terms of the agreement and no gain or loss results from it. In addition, the Company issued 10,000 shares valued at $0.10 per share as consideration upon the execution of this agreement.
20,000 shares issued in the amount of $10,000 valued at $0.50 per share were issued for the conversion of $10,000 principal of a convertible note payable made within the terms of the agreement and no gain or loss results from it.
100,000 shares issued in the amount of $25,000 valued at $0.25 per share were issued for the conversion of $25,000 principal of a convertible note payable made within the terms of the agreement and no gain or loss results from it. In addition, the Company issued 6,250 shares valued at $0.10 per share as consideration upon the execution of this agreement.
40,000 shares issued in the amount of $10,000 valued at $0.25 per share were issued for the conversion of $10,000 principal of a convertible note payable made within the terms of the agreement and no gain or loss results from it.
As of December 31, 2023 we had 130,397,550 common shares outstanding.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
C O N T E N T S
Elite Performance Holding Corp.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Elite Performance Holdings, Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Elite Performance Holdings, Corp. (the Company) as of December 31, 2023 and 2022, and the related consolidated statements of operations, shareholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has an accumulated deficit and has a net working capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Going Concern
As discussed in Note 2 to the financial statements, the Company had a going concern due to a working capital deficiency, and stockholders’ deficiency. Auditing management’s evaluation of a going concern can be a significant judgement given the fact that the Company uses manage estimates on future revenues and expenses, which are not able to be substantiated. To evaluate the appropriateness of the going concern, we examined and evaluated the financial information that was the initial cause along with management’s plans to mitigate the going concern and management’s disclosure of going concern.
/s/ M&K CPAS, PLLC
We have served as the Company’s auditor since 2018.
The Woodlands, Texas
May 13, 2024
Elite Performance Holding Corp. |
Consolidated Balance Sheets |
| | | | | | |
| | December 31, | | | December 31, | |
| | 2023 | | | 2022 | |
ASSETS | | | | | | |
CURRENT ASSETS | | | | | | |
Cash | | $ | 52 | | | $ | 8,993 | |
Accounts receivable | | | - | | | | 25,202 | |
Inventory | | | 30,802 | | | | 178,003 | |
Prepaid expenses | | | - | | | | 1,951 | |
Total Current Assets | | | 30,854 | | | | 214,149 | |
| | | | | | | | |
Property and equipment, net | | | 38,484 | | | | 49,485 | |
Right of use asset | | | 101,400 | | | | 130,381 | |
TOTAL ASSETS | | $ | 170,738 | | | $ | 394,015 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | | | | |
| | | | | | | | |
CURRENT LIABILITIES | | | | | | | | |
Accounts payable | | $ | 879,943 | | | $ | 629,079 | |
Accounts payable and accrued expenses related party | | | 633,314 | | | | 409,423 | |
Accrued expenses | | | 397,112 | | | | 293,589 | |
Lease liability - current | | | 19,064 | | | | 17,282 | |
Notes payable, net of OID of $0 and $6,188, respectively | | | - | | | | 23,128 | |
Advances | | | 215,000 | | | | 90,000 | |
Convertible notes payable | | | 820,250 | | | | 545,250 | |
Total Current Liabilities | | | 2,964,683 | | | | 2,007,751 | |
| | | | | | | | |
Lease liability - long-term | | | 76,930 | | | | 95,993 | |
PPP Loan | | | 95,485 | | | | 95,485 | |
Total Long-Term Liabilities | | | 172,415 | | | | 191,478 | |
Total Liabilities | | | 3,137,098 | | | | 2,199,229 | |
| | | | | | | | |
Commitments and Contingencies | | | - | | | | - | |
| | | | | | | | |
STOCKHOLDERS' DEFICIT | | | | | | | | |
Preferred stock; $0.0001 par value, 35,000,000 shares authorized, 10,000,000 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | | | 1,000 | | | | 1,000 | |
Common stock; $0.0001 par value, 465,000,000 shares authorized, 130,397,500 and 127,881,300 issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | | | 13,040 | | | | 12,788 | |
Shares to be issued | | | 50,000 | | | | 50,000 | |
Additional paid-in capital | | | 5,759,788 | | | | 5,473,417 | |
Accumulated deficit | | | (8,790,188 | ) | | | (7,342,419 | ) |
Total Stockholders' Deficit | | | (2,966,360 | ) | | | (1,805,214 | ) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | | $ | 170,738 | | | $ | 394,015 | |
The accompanying notes are an integral part of these consolidated financial statements
Elite Performance Holding Corp. |
Consolidated Statements of Operations |
| | | | | | |
| | Years ended December 31, | |
| | 2023 | | | 2022 | |
| | | | | | |
REVENUES | | $ | 40,210 | | | $ | 90,588 | |
REVENUES – RELATED PARTIES | | | 2,359 | | | | - | |
COST OF GOODS SOLD | | | 155,804 | | | | 126,586 | |
GROSS LOSS | | | (113,235 | ) | | | (35,998 | ) |
| | | | | | | | |
OPERATING EXPENSES | | | | | | | | |
Legal and accounting | | | 228,886 | | | | 283,805 | |
Advertising | | | 65,169 | | | | 310,767 | |
Consulting | | | 432,224 | | | | 1,367,794 | |
General and administrative | | | 472,266 | | | | 645,468 | |
Total Operating Expenses | | | 1,198,545 | | | | 2,607,834 | |
| | | | | | | | |
OPERATING LOSS | | | (1,311,780 | ) | | | (2,643,832 | ) |
| | | | | | | | |
OTHER INCOME (EXPENSE) | | | | | | | | |
Gain on debt forgiveness | | | - | | | | 6,000 | |
Other income | | | 12,673 | | | | - | |
Interest expense | | | (148,662 | ) | | | (114,655 | ) |
| | | | | | | | |
Total Other Expense | | | (161,334 | ) | | | (108,655 | ) |
| | | | | | | | |
NET LOSS | | $ | (1,447,769 | ) | | $ | (2,752,487 | ) |
| | | | | | | | |
BASIC AND DILUTED NET LOSS PER COMMON SHARE | | $ | (0.01 | ) | | $ | (0.02 | ) |
| | | | | | | | |
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | | | 129,334,725 | | | | 112,815,779 | |
The accompanying notes are an integral part of these consolidated financial statements
Elite Performance Holding Corp. |
Consolidated Statements of Stockholders’ Deficit |
For the year ended December 31, 2023 and 2022 |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | Shares | | | Additional | | | | | | Total | |
| | Common Stock | | | Preferred Stock | | | to be | | | Paid-in | | | Accumulated | | | Stockholders’ | |
| | Shares | | | Amount | | | Shares | | | Amount | | | Issued | | | Capital | | | Deficit | | | (Deficit) | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance December 31, 2021 | | | 98,971,300 | | | | 9,896 | | | | 10,000,000 | | | | 1,000 | | | | 5,000 | | | | 2,585,308 | | | | (4,589,932 | ) | | | (1,988,728 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Reg D subscriptions | | | 18,160,000 | | | | 1,817 | | | | - | | | | - | | | | (5,000 | ) | | | 1,814,184 | | | | - | | | | 1,811,001 | |
Shares issued for settlement of accounts payable | | | 2,380,000 | | | | 238 | | | | - | | | | - | | | | 40,000 | | | | 237,762 | | | | - | | | | 278,000 | |
Shares issued for services | | | 8,350,000 | | | | 835 | | | | - | | | | - | | | | - | | | | 834,165 | | | | - | | | | 835,000 | |
Shares issued in connection with convertible debt | | | 20,000 | | | | 2 | | | | - | | | | - | | | | - | | | | 1,998 | | | | - | | | | 2,000 | |
Shares to be issued for Reg D subscriptions | | | - | | | | - | | | | - | | | | - | | | | 10,000 | | | | - | | | | - | | | | 10,000 | |
Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (2,752,487 | ) | | | (2,752,487 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance December 31, 2022 | | | 127,881,300 | | | $ | 12,788 | | | | 10,000,000 | | | $ | 1,000 | | | $ | 50,000 | | | $ | 5,473,417 | | | $ | (7,342,419 | ) | | $ | (1,805,214 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares to be issued for Reg D subscriptions | | | 730,000 | | | | 73 | | | | - | | | | - | | | | - | | | | 72,927 | | | | - | | | | 73,000 | |
Shares issued for services | | | 1,570,000 | | | | 157 | | | | - | | | | - | | | | - | | | | 156,843 | | | | - | | | | 157,000 | |
Shares issued in connection with convertible debt | | | 200,000 | | | | 20 | | | | - | | | | - | | | | - | | | | 54,980 | | | | - | | | | 55,000 | |
Shares issued as consideration for execution of promissory notes | | | 16,250 | | | | 2 | | | | - | | | | - | | | | - | | | | 1,621 | | | | - | | | | 1,623 | |
Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (1,447,769 | ) | | | (1,447,769 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance December 31, 2023 | | | 130,397,550 | | | $ | 13,040 | | | | 10,000,000 | | | $ | 1,000 | | | $ | 50,000 | | | $ | 5,759,788 | | | $ | (8,790,188 | ) | | $ | (2,966,360 | ) |
The accompanying notes are an integral part of these consolidated financial statements
Elite Performance Holding Corp. |
Consolidated Statements of Cash Flows |
|
| | Year ended December 31, | |
| | 2023 | | | 2022 | |
| | | | | | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | |
Net loss | | | (1,447,769 | ) | | $ | (2,752,487 | ) |
Items to reconcile net loss to net cash used in operating activities: | | | | | | | | |
Amortization of debt discount | | | 25,513 | | | | 9,559 | |
Shares issued and to be issued for services | | | 157,000 | | | | 835,000 | |
Shares issued in connection with convertible debt | | | - | | | | 2,000 | |
Loss on inventory Write-down | | | (111,368 | ) | | | - | |
Gain on debt forgiveness | | | - | | | | (6,000 | ) |
Depreciation expense | | | 11,001 | | | | 5,515 | |
Changes in operating assets and liabilities | | | | | | | | |
(Increase) / decrease in accounts receivable | | | 25,202 | | | | (25,202 | ) |
(Increase) / decrease in inventory | | | 258,569 | | | | (169,584 | ) |
(Increase) / decrease in prepaid expenses | | | 1,951 | | | | (1,951 | ) |
(Increase) / decrease in right of use assets | | | 28,981 | | | | 12,230 | |
Increase in accounts payable - related party | | | 443,391 | | | | 95,574 | |
Increase in accounts payable and accrued expenses | | | 133,888 | | | | 160,058 | |
Net Cash Used in Operating Activities | | | (473,641 | ) | | | (1,835,288 | ) |
| | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | |
Purchase of property and equipment | | | - | | | | (55,000 | ) |
Net Cash Used in Investing Activities | | | - | | | | (55,000 | ) |
| | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | |
Proceeds from convertible debt | | | 330,000 | | | | - | |
Proceeds from notes payable | | | 98,500 | | | | 50,460 | |
Repayments of notes payable | | | (145,516 | ) | | | (34,645 | ) |
Bank overdraft | | | 998 | | | | | |
Proceeds from sale of common stock | | | 73,000 | | | | - | |
Payments on financing leases | | | (17,282 | ) | | | (29,336 | ) |
Proceeds from advances | | | 125,000 | | | | 90,000 | |
Proceeds from sale of stock | | | - | | | | 1,821,001 | |
Net Cash Provided by Financing Activities | | | 464,700 | | | | 1,897,480 | |
| | | | | | | | |
(Decrease) Increase in Cash | | | (8,941 | ) | | | 7,192 | |
| | | | | | | | |
CASH AT BEGINNING OF YEAR | | | 8,993 | | | | 1,801 | |
| | | | | | | | |
CASH AT END OF YEAR | | | 52 | | | $ | 8,993 | |
| | | | | | | | |
Supplemental Information: | | | | | | | | |
Interest Paid | | $ | 27,707 | | | $ | 12,842 | |
Taxes | | $ | - | | | $ | - | |
| | | | | | | | |
Shares issued in conversion with convertible notes | | $ | 55,000 | | | $ | - | |
Shares issued as debt issuance cost | | $ | 1,623 | | | $ | - | |
Shares issued and to be issued for payment of accounts payable | | $ | - | | | $ | 140,000 | |
Recognition of lease asset and lease liability | | $ | - | | | $ | 121,301 | |
The accompanying notes are an integral part of these consolidated financial statements
Elite Performance Holding Corp.
Consolidated Notes to the Financial Statements
For the years ended December 31, 2023 and 2022
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.
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.
BYLT Performance, LLC is a wholly owned subsidiary of Elite Beverage International Corp. and currently holds all of the trademarks and intellectual property for the Company.
Our Products and Services
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.
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. For the year ended December 31, 2021, an impairment loss of $20,000 was recognized on the Patent acquisition and recorded to other income (expense).
Note 2 -Organization and Significant Accounting Policies
These consolidated 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 December 31, 2023 the Company had an accumulated deficit of $8,790,188. 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 consolidated 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.
Principles of Consolidation and Basis of Presentation
The consolidated financial statements include the operations of the Company and its wholly-owned subsidiary, Elite Beverage International Corp.
All significant intercompany accounts and transactions have been eliminated in consolidation.
The Company’s consolidated financial statements are prepared using the accrual method of accounting and are presented in accordance with U.S. Generally Accepted Accounting Principles (GAAP). The Company has elected a calendar year-end.
Going concern
The Company’s consolidated 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 of sports drinks. 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.
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. As of December 31, 2023 and 2022, we had $0 and $25,202 in accounts receivable respectively. The allowance for doubtful trade receivables was $0 as of December 31, 2023 and 2022, respectively.
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. During 2023, the Company wrote off approximately $111,000 of expired inventory. As of December 31, 2023 and 2022, the Company had $30,802 and $178,003 in inventory respectively. We had no reserve for potentially obsolete inventory as of December 31, 2023 and 2022, respectively.
Prepaid Expenses
Prepaid expenses are expenditures that have not yet been consumed, and so are capitalized for a short period of time. They are initially recorded on the balance sheet as current assets, and are later charged to expense. As of December 31, 2023 and 2022, we had $0 and $1,951 in prepaid expenses, respectively.
Basic and Diluted Loss Per Share
The Company presents both basic and diluted earnings per share (EPS) on the face of the statement of operations. 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 December 31, 2023 and 2022, so then diluted EPS excluded all dilutive potential shares in the diluted EPS because their effect is anti-dilutive. As of December 31, 2023, the Company had $820,250 in convertible notes plus accrued interest of $368,881 that may be converted into 19,154,465 shares of common stock. As of December 31, 2022, the Company had $545,250 in convertible notes plus accrued interest of $259,971 that may be converted into 16,104,420 shares of common stock.
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.
Advertising
Advertising costs are expensed as incurred. For the years ended December 31, 2023 and 2022, we had $65,169 and $310,767 advertising expense, respectively.
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. For the years ended December 31, 2023 and 2022, we had $0 research and development (R&D) expense, respectively.
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 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 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’s performance obligation is to deliver the product(s) per the contract and the obligation is met upon receipt of the product by the purchaser. Prices are predetermined plus applicable taxes and shipping costs. The Company’s main source of revenue comes from distributors, retail stores and gyms, and online sales primarily coming from the company website and Amazon. 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 year ended December 31, 2023 and 2022, we had $42,569 and $90,588, 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 computes its income tax expense 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.
As of December 31, 2023 and 2022, we had a net operating loss carry-forward of approximately $8,789,000 and $7,342,000 and a deferred tax asset of approximately $1,846,000 and $1,542,000 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 recorded a valuation allowance of approximately $1,846,000 and $1,542,000. 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. As of December 31, 2023 and 2022, 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 December 31, 2023, and 2022:
| | December 31, 2023 | | | December 31, 2022 | |
Deferred tax assets: | | | | | | |
Deferred tax assets | | $ | 1,846,000 | | | $ | 1,542,000 | |
Valuation allowance | | | (1,846,000 | ) | | | (1,542,000 | ) |
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.
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. For the years ended December 31, 2023 and 2022, we did not record any impairment on our previously announced Patent acquisition, resulting in no other income (expense) being recognized.
Property and Equipment
Property and equipment are carried at cost, less accumulated depreciation. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Depreciation is recorded on the straight-line basis method over the estimated useful lives of the assets.
Recently Issued Accounting Standards
We adopted the following ASUs during 2022, none of which had a material impact to our consolidated financial statements or financial statement disclosures:
ASU | | | | Effective Date |
2021-04 | | Issuer’s Accounting for Certain Modifications or Exchanges of Warrants | | January 1, 2022 |
2021-05 | | Lessors - Certain Leases with Variable Lease Payments | | January 1, 2022 |
2021-08 | | Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers | | January 1, 2022 |
2022-06 | | Reference Rate Reform: Deferral of the Sunset Date of Topic 848 | | December 21, 2022 |
2022-02 | | Financial Instruments – Credit Losses, Troubled Debt Restructurings and Vintage Disclosures | | January 1, 2023 |
Accounting Standards Issued but Not Yet Adopted
All other ASUs issued but not yet adopted were assessed and determined to be either not applicable or are not expected to have a material impact on our consolidated financial statements or financial statement disclosures.
NOTE 3 - RELATED PARTY TRANSACTIONS
Accounts and Notes Payable related party
For the years ended December 31, 2023 and 2022, we had $36,000 and $36,000, 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, 2023 and 2022, we had an outstanding balance due of $113,922 and $101,922, which is included in accounts payable related party.
For the years ended December 31, 2023 and 2022, we incurred $0 and $26,689, respectively, for un-reimbursed business expenses. As of December 31, 2023 and 2022, we had outstanding balances due to Joey Firestone of $26,689, respectively, for un-reimbursed business expenses. As of December 31, 2023 and 2022, we also had an outstanding balance due to Joey Firestone of $40,000 and $55,000, respectively, for consulting services, and $448,203 and $245,312 for salary, respectively, which is included in accounts payable related party.
For the years ended December 31, 2023 and 2022, we had $0 in accounting expense respectively to “The Mosely Group.” owned by Reesa McKenzie. Ms. McKenzie is the sister of Jon McKenzie. As of December 31, 2023 and 2022, we had an outstanding balance due of $4,500, respectively, which is included in accounts payable related party.
One February 1, 2021 the Company renewed the employment agreement with Joey Firestone with milestone performance bonuses in shares of restricted 144 stock.
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 $0.0001 per share) shares to be issued in the amount of $500 which were issued April 29, 2021.
On May 6, 2022, the Company entered into a lease agreement with its CEO, Joey Firestone, for three cargo vans to be used for delivery and distribution of its products. Mr. Firestone is the guarantor of these vehicles, which he acquired for the sole purpose of the operations of Elite Beverage International. Total initial payments for all three vehicles were $19,000. Each vehicle has a purchase option upon the completion of the lease agreement. See Note 4 for additional details.
For the years ended December 31, 2023 and 2022, the Company had $2,359 and $0, respectively, in revenue from related parties. In 2023, Joey Firestone’s mother purchased $2016.00 of products and Jon McKenzie’s wife purchased $343.00 of the Company’s product.
NOTE 4 - LEASES
Our adoption of ASU 2016-02, Leases (Topic 842), and subsequent ASUs related to Topic 842, requires us to recognize substantially all leases on the balance sheet as an ROU asset and a corresponding lease liability. The new guidance also requires additional disclosures as detailed below. We adopted this standard on the effective date of January 1, 2019 and used this effective date as the date of initial application. Under this application method, we were not required to restate prior period financial information or provide Topic 842 disclosures for prior periods. We elected the ‘package of practical expedients,’ which permitted us to not reassess our prior conclusions related to lease identification, lease classification, and initial direct costs, and we did not elect the use of hindsight.
Lease ROU assets and liabilities are recognized at commencement date of the lease, based on the present value of lease payments over the lease term. The lease ROU asset also includes any lease payments made and excludes any lease incentives. When readily determinable, we use the implicit rate in determining the present value of lease payments. When leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date, including the lease term.
We recognized a $142,613 right-of-use asset and $142,613 in a related party lease liability for our finance leases. For our finance leases, the asset is included in other long-term assets on the balance sheet and is amortized within operating income over the lease term. The long-term component of the lease liability is included in other long-term liabilities, net, and the current component is included in other current liabilities.
On May 6, 2022, the Company entered into a lease agreement with its CEO, Joey Firestone, for three cargo vans to be used for delivery and distribution of its products. Mr. Firestone is the guarantor of these vehicles, which he acquired for the sole purpose of the operations of Elite Beverage International. The monthly payment for each vehicle is 66 months of $706 (APR 8.99%) (2019 Mercedes Sprinter Van), 72 months of $807 (APR9.95%) (2019 Ford Transit Van), and 72 months of $797. (APR 10.59%) (2020 Ford Transit Van) Each vehicle has a purchase option upon the completion of the lease agreement. Total initial payments were $19,000 for all three vehicles which was $9,000. $5,000, and $5,000 for each one, respectively.
The Company incurred amortization expense, which is included as part of selling, general and administrative expenses, of $23,410 and $12,232 plus interest expense of $10,007 and $5,832 during the years ended December 31, 2023 and 2022, respectively.
The tables below present financial information associated with our leases.
| | Balance Sheet | | December 31, | | | December 31, | |
| | Classification | | 2023 | | | 2022 | |
| | | | | | | | |
Right-of-use assets | | Other long-term assets | | $ | 101,400 | | | $ | 130,381 | |
Current lease liabilities | | Other current liabilities | | | 19,064 | | | | 17,282 | |
Non-current lease liabilities | | Other long-term liabilities | | | 76,930 | | | | 95,993 | |
As of December 31, 2023, our maturities of our lease liabilities are as follows:
| | December 31, 2023 | |
Maturity of lease liabilities | | Financing Leases | |
2024 | | | 27,717 | |
2025 | | | 27,717 | |
2026 | | | 27,717 | |
2027 | | | 27,012 | |
Thereafter | | | 8,021 | |
Total lease payments | | $ | 118,184 | |
Less: Imputed interest | | | (22,190 | ) |
Present value of lease liabilities | | $ | 95,994 | |
NOTE 5 - PROPERTY AND EQUIPMENT
The following is a summary of property and equipment—at cost, less accumulated depreciation:
| | December 31, 2023 | |
Trucks | | | 55,000 | |
| | | | |
Total cost | | | 55,000 | |
| | | | |
Less accumulated depreciation | | | (16,516 | ) |
| | | | |
Net, property and equipment | | $ | 38,484 | |
Depreciation expense for the nine months ended December 31 2023 and 2022 was $11,001 and $5,515, respectively. The trucks are being depreciated over a useful life of 5 years.
NOTE 6 - COMMON STOCK AND COMMON STOCK WARRANTS
Common Stock
The Company had authorized a total of 400,000,000 shares of Common Stock, par value of $0.0001 as of December 31, 2017 for Elite Beverage International. However, Elite Performance Holding Corp. is now the successor company and as of December 31, 2022 there are 465,000,000 (Four Hundred Sixty-Five Million) shares authorized, par value of $0.0001, respectively.
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: 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 December 31, 2022, the Company has raised $1,250,000 (25,000,000 shares 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
In the year ended December 31, 2022, we issued 18,160,000 common subscription shares to accredited investors for subscription agreements in the amount of $1,811,001. In the year ended December 31, 2022, we have also received $10,000 for shares to be issued to accredited investors for subscription agreements.
In the year ended December 31, 2022, we issued 8,350,000 shares for services in the amount of $835,000 valued at $0.10 per share.
In the year ended December 31, 2022, we recognized $238,000 in shares issued and $40,000 in shares to be issued for settlement of accounts payable valued at $0.10 per share for a total of 2,780,000 shares.
In the year ended December 31, 2022, we issued 20,000 shares in connection with a convertible note in the amount of $2,000 valued at $0.10 per share. The $2,000 was expensed in the year ended December 31, 2022.
For the year ended December 31, 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 issued in connection with our Regulation D offering in the amount of $4,000 valued at $0.10 per share.
For the year ended December 31, 2023, we issued (to be issued) shares for services:
250,000 shares issued in the amount of $25,000 valued at $0.10 per share for consulting services.
100,000 shares issued in the amount of $10,000 valued at $0.10 per share for consulting services.
30,000 shares issued in the amount of $3,000 valued at $0.10 per share for consulting services.
30,000 shares issued in the amount of $3,000 valued at $0.10 per share for consulting services.
500,000 shares issued in the amount of $50,000 valued at $0.10 per share were issued for consulting services.
100,000 shares issued in the amount of $10,000 valued at $0.10 per share were issued for consulting services.
10,000 shares issued in the amount of $1,000 valued at $0.10 per share were issued for consulting services.
500,000 shares issued in the amount of $50,000 valued at $0.10 per share were issued for consulting services.
50,000 shares issued in the amount of $5,000 valued at $0.10 per share were issued for consulting services.
For the year ended December 31, 2023, we issued (to be issued) shares for the conversion of convertible notes payable.
40,000 shares issued in the amount of $10,000 valued at $0.25 per share were issued for the conversion of $10,000 principal of a convertible note payable made within the terms of the agreement and no gain or loss results from it. In addition, the Company issued 10,000 shares valued at $0.10 per share as consideration upon the execution of this agreement.
20,000 shares issued in the amount of $10,000 valued at $0.50 per share were issued for the conversion of $10,000 principal of a convertible note payable made within the terms of the agreement and no gain or loss results from it.
100,000 shares issued in the amount of $25,000 valued at $0.25 per share were issued for the conversion of $25,000 principal of a convertible note payable made within the terms of the agreement and no gain or loss results from it. In addition, the Company issued 6,250 shares valued at $0.10 per share as consideration upon the execution of this agreement.
40,000 shares issued in the amount of $10,000 valued at $0.25 per share were issued for the conversion of $10,000 principal of a convertible note payable made within the terms of the agreement and no gain or loss results from it.
As of December 31, 2023 we had 130,397,550 common shares outstanding.
Common Stock Warrants
None.
NOTE 7 - 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.
On March 3, 2023, Jon McKenzie transferred his ownership of 5,000,000 Series A Preferred shares with super voting rights to Chairman and CEO Joey Firestone.
NOTE 8 - NOTE PAYABLE
On April 30, 2020 Elite Beverage International was approved for a loan for $201,352 through the Payment Protection Program (PPP) with an interest of 0.98% per annum and a maturity date of April 23, 2022. Forgiveness in the amount of $105,867 was given on September 2, 2021, which was recorded as a gain on forgiveness on debt in the statement of operations. As of February 9, 2022, The SBA has paid off the balance of the PPP loan with the lender. The Company is waiting for formal confirmation from the SBA on the status of the loan balance and once received will record the forgiveness of the debt. On the PPP loan, interest expense was $3,826 for the year ended December 31, 2023 and $2,871 for the year ended December 31, 2022, respectively. The balance of this PPP loan is $95,485 as of December 31, 2023 and 2022, respectively.
During the years ended December 31, 2023 and 2022, the Company entered into non-convertible, non-interest bearing advances for $90,000, $50,000 and $75,000, respectively from a third party and the monies will be paid back over the course of the next 12 months. As of December 31, 2023 and 2022, the balance of this advance is $215,000 and $140,000, respectively.
In January of 2023, the Company entered into a refinance agreement with a third party that held the original agreement on July of 2022. In July of 2022, the Company entered into a receivables and sale note payable agreement with a third party. The funded amount by the third party was $50,460, this amount is the purchase price less fees and is the net amount funded to the Company. This note will be paid back with 48 weekly installments of $1,332, for a total amount of $63,960 to be paid back. The note contains Original Issue Discount (OID) of $13,500 at issuance. As of December 31, 2022, the Company owed $29,316 on this note payable and the OID balance is $6,188, leaving a net balance of $23,128. The Company has recorded $7,313 as interest expense for the year ended December 31, 2022 related to this OID. For the refinance terms in January of 2023 agreement, the Company funded amount by the third party was $98,500, this amount is the purchase price less fees and is the net amount funded to the Company. This note will be paid back with 60 weekly installments of $2,133, for a total amount of $128,000 to be paid back. This note contains Original Issue Discount (OID) of $29,500 at issuance. As of December 31, 2023, the Company paid this in full and owes $0 on this note payable and the OID balance.
NOTE 9 - CONVERTIBLE NOTES PAYABLE
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 are restricted and subject to SEC Rule 144. These shares were valued at $20,000. This note also included an original discount fee of $7,500 and had an outstanding balance of $0 as of December 31, 2022. On May 14, 2019 we paid $5,000 of principal on this note and as of December 31, 2023 and 2022, the outstanding balance was $152,500, respectively. On March 28, 2019 the Company issued David Stoccardo an additional convertible promissory note in the amount of $7,875, with the same terms as his convertible note issued on January 7, 2019 and it was fully satisfied as of December 31, 2022. On July 5, 2022, the Company issued 20,000 shares to this note holder and recorded $2,000 as additional interest expense for these shares, valued at $0.10 per share. The $2,000 of additional interest expense was expensed in the year ended December 31, 2022. The balance of this note as of December 31, 2023 and 2022 is $0, respectively.
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. At December 31, 2023 and 2022, balance on this debt discount was $0, respectively. We also issued 500,000 commitment shares valued at $25,000 on December 11, 2019 and recorded to debt discount. We amortized $1,712 for the year ended December 31, 2019, and $23,288 and $0 for the years ended December 31, 2020 and 2021 respectively. The outstanding balance on this note as of December 31, 2023 and 2022 was $189,000, respectively. This note is in default and is accruing interest at the default rate of 18%.
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 included an original discount fee of $7,500, which was recorded to debt discount. The Company recorded $0 and $1,503 as interest expense related to this OID for the years ended December 31, 2023 and 2022, respectively. The convertible note had an outstanding balance of $157,500 as of December 31, 2023 and December 31, 2022, respectively. This note is in default and is accruing interest at the default rate of 18%.
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 issue 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. This note also included an original discount fee of $1,250 recorded to debt discount, we amortized $703 for the year ended December 31, 2022 leaving a balance of $0. The Company recorded $0 and $620 as interest expense related to this OID for the years ended December 31, 2023 and 2022, respectively. The outstanding balance on the note was $26,250 as of December 31, 2023 and 2022, respectively. This note is in default and is accruing interest at the default rate of 18%.
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 per share of common stock 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 December 31, 2023 and December 31, 2022, respectively. This note is in default and is accruing interest at the default rate of 18%.
On March 1, 2023 we entered into a convertible promissory note in the amount of $10,000 with an interest rate of 8% per annum and a maturity date of March 1, 2024. The note carries a prepayment feature or is convertible 14 days from the date of the note, at a fixed price of $0.50 per share of common stock. The debt holder exercised the convertible option on the $10,000 note and converted the entire amount into 20,000 shares of the Company’s common stock. This conversion was carried out per the terms of the agreement, as such no gain or loss was recorded on the transaction The outstanding balance on the note was $0 as of December 31, 2023 as a result common stock conversion occurred.
On May 3, 2023 we entered into a convertible promissory note in the amount of $25,000 with an interest rate of 10% per annum and a maturity date of May 3, 2024. The note carries a prepayment feature or is convertible 14 days from the date of the note, at a fixed price of $0.25 per share of common stock. The debt holder exercised the convertible option on the $25,000 note and converted the entire amount into 100,000 shares of the Company’s common stock. This conversion was carried out per the terms of the agreement, as such no gain or loss was recorded on the transaction The outstanding balance on the note was $0 as of December 31, 2023 as a result common stock conversion occurred.
On May 15, 2023 we entered into a convertible promissory note in the amount of $50,000 with an interest rate of 10% per annum and a maturity date of May 15, 2024. The note carries a prepayment feature or is convertible 14 days from the date of the note, at a fixed price of $0.25 per share of common stock, which debt holder did not opt in. The outstanding balance on the note was $50,000 as of December 31, 2023.
On May 16, 2023 we entered into a convertible promissory note in the amount of $50,000 with an interest rate of 10% per annum and a maturity date of May 16, 2024. The note carries a prepayment feature or is convertible 14 days from the date of the note, at a fixed price of $0.25 per share of common stock. The outstanding balance on the note was $50,000 as of December 31, 2023.
On June 23, 2023 we entered into a convertible promissory note in the amount of $150,000 with an interest rate of 10% per annum and a maturity date of June 23, 2024. The note carries a prepayment feature or is convertible 14 days from the date of the note, at a fixed price of $0.25 per share of common stock. The outstanding balance on the note was $150,000 as of December 31, 2023.
On September 12, 2023, we entered into a convertible promissory note in the amount of $10,000 with an interest rate of 10% per annum and a maturity date of September 11, 2024. The note carried a prepayment feature or is convertible 14 days from the date of the note, at a fixed price of $0.25 per share of common stock. This note was converted to 40,000 shares on September 25, 2023. The outstanding balance on the note was $0 as of December 31, 2023.
On November 1, 2023 we entered into a convertible promissory note in the amount of $25,000 with an interest rate of 10% per annum and a maturity date of January 2, 2024. The note carries a prepayment feature or is convertible 14 days from the date of the note, at a fixed price of $0.25 per share of common stock. The outstanding balance on the note was $25,000 as of December 31, 2023. On January 23, 2024, the Company modified and aggregated this loan, along with other loans, advances and accrued interest totaling approximately $790,000 and extended the maturity to December 31, 2024.
On November 30, 2023, we entered into a convertible promissory note in the amount of $10,000 with an interest rate of 10% per annum and a maturity date of November 30, 2024. The note carried a prepayment feature or is convertible 14 days from the date of the note, at a fixed price of $0.25 per share of common stock. This note was converted to 40,000 shares on December 15, 2023. The outstanding balance on the note was $0 as of December 31, 2023.
Total interest expense including discount amortization on the above notes for the years ended December 31, 2023 and 2022 was $148,037 (including the finance lease interest on automobiles as referenced in Note 4) and $114,655, respectively.
NOTE 10 - COMMITMENTS AND CONTINGENCIES
From time to time we are a party to various claims, lawsuits and other legal proceedings that arise in the ordinary course of business. As of the date of this filing, we are not aware of any other material legal proceedings to which we or any of our subsidiaries is a party or to which any of our property is subject, other than as disclosed above.
NOTE 11 - CONCENTRATIONS
Concentration of Major Customers
For the year ended December 31, 2023, the Company received approximately 32% of its revenue from online sales.
As of December 31, 2023, the Company’s trade accounts receivables were $0. For the year ended December 31, 2023, the Company received approximately 32% of its revenue from online sales and 1 customer accounted for 60% of total revenue.
As of December 31, 2022, the Company’s trade accounts receivables were $25,202 and 1 customer accounted for 90% of the trade accounts receivable balance. For the year ended December 31, 2022, the Company received approximately 23% of its revenue from online sales and 1 customer accounted for 15% of total revenue.
NOTE 12 - INVENTORY
As of December 31, 2023, the Company’s inventory was $30,802, which consisted of $30,802 in raw material and $0 in finished goods.
As of December 31, 2022, the Company’s inventory was $178,003, which consisted of $46,740 in raw material and $131,263 in finished goods.
NOTE 13 – OTHER INCOME
On January 10, 2022 (the “effective date”), the Company entered into a settlement agreement with a third party related to patent infringement. The term of this settlement agreement is from the effective date and terminates on December 31, 2023 (the “termination date”). The third party will pay a 7% royalty fee to the Company on the sale of its products through the termination date. For the year ended December 31, 2023 and since the effective date of this agreement, the Company recorded $11,735 in other income related to the royalty fees.
NOTE 14 - SUBSEQUENT EVENTS
In accordance with ASC 855, the Company has analyzed its operations subsequent to December 31, 2023 through the date these consolidated financial statements were issued and has reported the following events:
On January 23, 2024, the Company modified and aggregated multiple loans, advances and accrued interest totaling approximately $790,000.
From January 1, 2024 to May 10, 2024, the Company has issued a total of 860,000 shares of common stock. Issuances were a combination of restricted shares issued to consultants, endorsing athletes and commitment shares.
From January 1, 2024 to May 10, 2024, the Company issued 140,000 shares of common stock to for convertible notes that were converted to shares for outstanding debt of $35,000.
On March 1, 2024, it was determined that in the best interests of the Company to reduce the total outstanding shares of common stock and Jon Mckenzie retired fifteen million shares of common stock back to the company at no fee and Joey Firestone retired ten million shares of common stock back to the Company at no fee.
As of May 10, 2024, there were 106,397,550 shares of the registrant’s common stock, $0.0001 par value, issued and outstanding.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There are no reportable events under this item for the year ended December 31, 2023.
Item 9A. Controls and Procedures
a) Evaluation of disclosure controls and procedures
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in the reports we file pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide a reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Management designed the disclosure controls and procedures to provide reasonable assurance of achieving the desired control objectives.
We carried out an evaluation, under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report. Based upon that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were not effective.
b) Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Exchange Act Rules 13a-15(f). A system of internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Under the supervision and with the participation of management, including the principal executive officer and the principal financial officer, the Company’s management has evaluated the effectiveness of its internal control over financial reporting as of December 31, 2023, based on the criteria established in a report entitled “Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission” and the interpretive guidance issued by the Commission in Release No. 34-55929. Based on this evaluation, the Company’s management has evaluated and concluded that the Company’s internal control over financial reporting was ineffective as of December 31, 2023, and identified the following material weaknesses:
· | there is a lack of accounting personnel with the requisite knowledge of GAAP and the financial reporting requirements of the SEC. |
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· | there are insufficient written policies and procedures to insure the correct application of accounting and financial reporting with respect to the current requirements of GAAP and SEC disclosure requirements. |
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· | there is a lack of segregation of duties, in that we only had one person performing all accounting-related duties. |
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· | There is no formal written policy established for the approval, identification and authorization of related party transactions. |
Notwithstanding the existence of these material weaknesses in our internal control over financial reporting, our management believes that the financial statements included in its reports fairly present in all material respects the Company’s financial condition, results of operations and cash flows for the periods presented.
The Company will continue its assessment on a quarterly basis. We plan to hire personnel and resources to address these material weaknesses. We believe these issues can be solved with hiring accounting support and plan to do so as soon as we have funds available for this.
This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. The Company’s registered public accounting firm was not required to issue an attestation on its internal controls over financial reporting pursuant to temporary rules of the Securities and Exchange Commission. The Company will continue to evaluate the effectiveness of internal controls and procedures on an on-going basis.
c) Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act) during the year ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant and Corporate Governance
Directors and Executive Officers
The following table and text sets forth the names and positions of all our directors and executive officers and our key management personnel as of May 10, 2024. All of our directors serve until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. Executive officers serve at the discretion of the Board and are elected or appointed to serve until the next meeting of the Board following the annual meeting of stockholders. Also provided is a brief description of the business experience of each director and executive officer and the key management personnel during the past five years and an indication of directorships held by each director in other companies subject to the reporting requirements under the Federal securities laws.
Name (age) | | Position | | Year First Elected a Director | |
Joey Firestone | | Chief Executive Officer and Chairman | | 2018 | |
| | | | | |
David Sandler | | Chief Operating Officer | | 2023 | |
Background of Directors and Officers
Joey Firestone, Chief Executive Officer, Chief Financial Officer and Chairman of the Board
Joey Firestone has served as our Chief Executive Officer, Chief Financial Officer and Chairman of the Board since May 2019. Previously, Mr. Firestone served as our Director and Secretary beginning on February of 2018. A graduate of University of Miami with a B.B.A, Mr. Firestone has over 14 years of experience in operating and growing successful businesses. He was the founder and CEO of the sports nutrition company Gifted Nutrition from 2014 to 2016, which grew into over 40 countries in less than 3 years. Founder and managing member of luxury concierge company 305 Degrees from 2007 to 2018, which was named to Inc. 500’s fastest growing private companies and top 5 travel and hospitality companies on the Inc. 5000 list in 2013. His experience in operating companies, ingredient formulations, knowledge of international markets, and marketing of sport nutrition make him a great candidate for the Company.
David Sandler, Chief Operating Officer
David Sandler has over 28 year of experience in the fitness and nutrition industry as a product scientist, strength and conditioning coach, and sports and fitness consultant. His was the former COO of ProSupps Nutrition and the creator of Hyde Power Potion energy drink. Mr Sandler was a doctoral candidate at the University of Miami and the former Assistant Strength and Conditioning Coach and head of Baseball during their 1999 National Championship season. He was also an Assistant Professor of Kinesiology and Sports Science for 6 years at Florida International University. With over three hundred international, national and regional lectures to his credit he comes in high demand and is regarded as a top expert in his field.
Term of Office
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board, except to the extent governed by an employment agreement.
Involvement in Certain Legal Proceedings
To the best of our knowledge, during the past ten years, none of the following occurred with respect to our present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
Meetings of Our Board of Directors
Our Board did not hold any meetings during the most recently completed fiscal year end. Various matters were approved by written consent, which in each case was executed by the Board.
Committees of the Board
We do not currently have a compensation committee, nominating committee, or stock plan committee.
Audit Committee
We do not have a separately designated standing audit committee. The entire Board performs the functions of an audit committee, but no written charter governs the actions of the Board when performing the functions of what would generally be performed by an audit committee. The Board approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the Board reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor.
Nominating Committee
Our Board does not maintain a nominating committee. As a result, no written charter governs the director nomination process. Our size and the size of our Board, at this time, do not require a separate nominating committee.
When evaluating director nominees, our directors consider the following factors:
· | the appropriate size of our Board of Directors; |
· | our needs with respect to the particular talents and experience of our Directors; |
· | the knowledge, skills and experience of nominees, including experience in finance, administration or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board; |
· | experience in political affairs; |
· | experience with accounting rules and practices; and |
· | the desire to balance the benefit of continuity with the periodic injection of the fresh perspective provided by new Board members. |
Our goal is to assemble a Board that brings together a variety of perspectives and skills derived from high quality business and professional experience.
Other than the foregoing, there are no stated minimum criteria for director nominees, although the Board may also consider such other factors as it may deem are in our best interests as well as our stockholders. In addition, the Board identifies nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination. If any member of the Board does not wish to continue in service or if the Board decides not to re-nominate a member for re-election, the Board then identifies the desired skills and experience of a new nominee in light of the criteria above. Current members of the Board are polled for suggestions as to individuals meeting the criteria described above. The Board may also engage in research to identify qualified individuals. To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees, although we reserve the right in the future to retain a third-party search firm, if necessary.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).
Based solely on our review of certain reports filed with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, the reports required to be filed with respect to transactions in our common stock during the fiscal year ended December 31, 2023, were timely.
Code of Ethics
We do not currently have a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer or Controller, or persons performing similar functions. Because we have only limited business operations and officers and directors, we believe a code of ethics would have limited utility. We intend to adopt such a code of ethics as our business operations expand and we have more directors, officers and employees.
Item 11. Executive Compensation.
Overview
The following is a discussion of our program for compensating our named executive officers and directors. Currently, we do not have a compensation committee, and as such, our board of directors is responsible for determining the compensation of our named executive officers.
Compensation Program Objectives and Philosophy
The primary goals of our policy of executive compensation are to attract and retain the most talented and dedicated executives possible, to assure that our executives are compensated effectively in a manner consistent with our strategy and competitive practice and to align executive compensation with the achievement of our short- and long-term business objectives.
The Board considers a variety of factors in determining compensation of executives, including their particular background and circumstances, such as their training and prior relevant work experience, their success in attracting and retaining savvy and technically proficient managers and employees, increasing our revenues, broadening our product line offerings, managing our costs and otherwise helping to lead our Company through a period of rapid growth.
In the near future, we expect that our Board will form a compensation committee charged with the oversight of executive compensation plans, policies and programs of our Company and with the full authority to determine and approve the compensation of our chief executive officer and make recommendations with respect to the compensation of our other executive officers. We expect that our compensation committee will continue to follow the general approach to executive compensation that we have followed to date, rewarding superior individual and company performance with commensurate compensation.
Employees
Currently, we only have no additional employees besides management. Employee agreements are only in place for Joey Firestone. Officers are devoting their time to the Company in developing our products. Management is presently reviewing the near-term possibility of engaging qualified, full-time personnel to assist in developing and marketing our products. We may use non-employee consultants to assist us in formulating a research and development strategy, for designing, equipping and staffing future manufacturing facilities and for business development. We may find it necessary to periodically hire part-time clerical help on an as-needed basis.
Consultants and advisors usually have the right to terminate their relationships on short notice. Loss of some of these key consultants or advisors could interrupt or delay development of one or more of our products or otherwise adversely affect our business plans.
We expect to continue to need qualified personnel with experience in performance beverages. We may have difficulty in obtaining qualified technical personnel as there is strong competition for such personnel from other companies, as well as universities and research institutions. Our business could be materially harmed if we are unable to recruit and retain qualified administrative and executive personnel to support our expanding activities, or if one or more members of our management staff were unable or unwilling to continue their association with us.
Retirement Benefits
Currently, we do not provide any Company sponsored retirement benefits to any employee, including the named executive officers.
Perquisites
We have historically provided only modest perquisites to our named executive officers. We do not view perquisites as a significant element of our compensation structure, but do believe that perquisites can be useful in attracting, motivating and retaining the executive talent for which we compete. It is expected that our historical practices regarding perquisites will continue and will be subject to periodic review by our board of directors.
Summary Compensation Table
The following table presents information regarding compensation of our principal executive officer, for services rendered during years ended 2023 and 2022, respectively.
Name and Principal Position | | Fiscal Year | | Salary ($)(1)(2) | | | Incentive ($)(3) | | | Option Awards ($)(4) | | | All Other Compensation $(5) | | Total ($) | |
Joey Firestone | | 2023 | | $ | 125,000 | | | | - | | | | - | | | | | $ | 125,000 | |
CEO, CFO & Chairman | | 2022 | | $ | 125,000 | | | | - | | | | - | | | | | $ | 125,000 | |
(1) | The amounts shown in this column represent the dollar value of base salary earned by each named executive officer (“NEO”). |
(2) | Our CEO continues to defer salary until such time as the Company has improved its financial position |
(3) | No incentive compensation was made to our officer and director in 2023 and therefore no amounts are shown. |
(4) | Amounts in this column represent the fair value required by ASC Topic 718 to be included in our financial statements for all options granted during that year. |
(5) | Other compensation was made up of Mr. Firestone’s expense and health insurance expenses. |
Incentive Stock and Award Plan
In February of 2021, The Company entered into an employee agreement with the CEO Joey Firestone and shall pay a performance bonus of 5,000,000 (5 million) restricted shares of Elite Performance Holding Corp. common stock for reaching each milestone of the following goals below. Once vested, shares shall carry unlimited piggy-back registration rights and shall be subject to all rules and guidelines set forth under SEC Rule 144.
a.) | reach 5 million dollars in gross annual revenue |
c.) | reach 30 million dollars in gross annual revenue |
d.) | reach 50 million dollars in gross annual revenue |
e.) | reach 75 million dollars in grows annual revenue |
f.) | reach 100 million dollars in gross annual revenue |
Stock Option Grants
We have not granted any stock options to the executive officers or directors.
Director Compensation
We do not currently pay any cash fees or expenses to our directors for serving on the Board.
Compensation Policy
The Company does not believe that its compensation policies are reasonably likely to increase corporate risk or have a material adverse effect on the Company.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth certain information known to the Company with respect to the beneficial ownership as of April 15, 2024, by (i) all persons who are beneficial owners of five percent (5%) or more of the Company’s common stock, (ii) each director and nominee, (iii) the executive officers, and (iv) all current directors and executive officers as a group.
Name of Officer/Director and Control Person | | Affiliation with Company (e.g. Officer/Director/ Owner of more than 5%) | | Residential Address (City / State Only)(2) | | Number of Common shares owned(1) | | | Ownership Percentage of Common Stock Outstanding(1) | | | Number of Preferred shares owned(1) | | | Ownership Percentage of Preferred Stock Outstanding(1) | |
Joey Firestone | | Owner, Officer, Director | | Miami, FL | | | 15,000,000 | | | | 14.1 | % | | | 10,000,000 | | | | 100 | % |
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David Sandler | | Officer, Director | | Denver, CO | | | 1,880,000 | | | | 1.7 | % | | | 0 | | | | 0 | % |
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Jon McKenzie | | Owner | | Pahrump, NV | | | 10,000,000 | | | | 9.4 | % | | | 0 | | | | 0 | % |
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Officers and Directors As a Group | | | | | | | 26,880,000 | | | | 25.2 | % | | | 10,000,000 | | | | 100 | % |
Footnote:
Joey Firestone owns 15,000,000 shares of Common Stock and Jon McKenzie owns 10,000,000 shares of Common Stock, representing a total of 23.5% of the issued and outstanding shares of the Company’s Common Stock Mr. Firestone owns 10,000,000 shares of Series A Preferred Stock, representing 100% of the total issued and outstanding shares of Preferred Stock, as each share of Series A Preferred Stock votes the equivalent of 20 shares of Common Stock on all matters coming before a vote of the Company’s shareholders, and thus have sufficient voting power through their ownership of Series A Preferred Stock with super voting rights equal to 20 votes per share of common stock, to control the vote on substantially all corporate matters. Accordingly, Mr. Firestone will be able to determine the composition of our board of directors, will retain the effective voting power to approve all matters requiring shareholder approval, will prevail in matters requiring shareholder approval, including, in particular the election and removal of directors, and will continue to have significant influence over our business.
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.
10,000,000 Series A preferred which carries super voting rights. Each preferred share carries 20 votes.
25,000,000 Series X convertible preferred which convert at a ratio of 1:10 preferred to common stock.
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. The 25,000,000 designated as series X have not been issued.
(1) | Unless otherwise indicated, the address of each beneficial owner listed above is c/o Elite Performance Holding Corp., 3301 NE 1st Ave Suite M704 Miami, FL 33137. |
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(2) | Based on a total of 106,397,550 shares of common stock outstanding on April 15, 2024. |
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(3) | Mr. Firestone also owns 10,000,000 shares of the Company’s Super Voting Series A Preferred Stock, which gives him majority voting control of the Company. |
Changes in Control
We are not aware of any arrangements that may result in “changes in control” as that term is defined by the provisions of Item 403(c) of Regulation S-K.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Loan Receivable-Related Party
In 2018, the Company advanced $30,000 to Gifted Nutrition International, with a maturity date of August 2019. Gifted Nutrition International is a company that is owned and operated by Joey Firestone and Jon McKenzie. In October 2018 the Company elected to write this off to compensation expense in exchange for utilization of the rights of BYLT logo and trademark.
Accounts and Notes Payable related party
For the year ended December 31, 2023, and 2022, we had $36,000 and $36,000, respectively in consulting expense to “I Know a Dude, Inc.” owned by Laya Clark. Mr. Clark was a member of our Board of Directors as of October 2, 2023. As of December 31, 2023 and 2022, we had an outstanding balance due of $113,922 and $77,922, respectively, which is included in accounts payable related party on the consolidated balance sheet.
As of December 31, 2023 and 2022, we had outstanding balances due to Joey Firestone of $26,689 and $26,689, respectively, for un-reimbursed business expenses. We also had an outstanding balance due to Joey Firestone of $40,000 and $55,000, respectively, for consulting services, and $448,203 and $245,312 for salary, respectively, which is included in accounts payable related party.
For the year ended December 31, 2019, we had $4,500 in accounting expense respectively to “The Mosely Group.” owned by Reesa McKenzie. Ms. McKenzie is the sister of John McKenzie. As of December 31, 2023, we had an outstanding balance due of $4,500, which is included in accounts payable related party.
One February 1, 2021 the Company renewed the employment agreement with Joey Firestone with milestone performance bonuses in shares of restricted 144 stock.
On January 1, 2022, 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 $500 which were issued April 29, 2022.
Director Independence
The common stock of the Company is not currently quoted on the OTC Markets. However, if we obtain a trading symbol, our intention is to have our common stock quoted on the OTC Markets Pink Sheets, which is a quotation system that currently does not have director independence requirements. On an annual basis, each director and executive officer will be obligated to disclose any transactions with the Company in which a director or executive officer, or any member of his or her immediate family, have a direct or indirect material interest in accordance with Item 407(a) of Regulation S-K. Following completion of these disclosures, the Board will make an annual determination as to the independence of each director using the current standards for “independence” that satisfy the criteria for the NASDAQ.
At this time, the Company does not have any independent directors.
Item 14. Principal Accountant Fees and Services
The following table presents the aggregate fees for professional audit services and other services rendered our independent registered public accountants, M&K CPAS, PLLC for audits and reviews performed for the years ended December 31, 2023 and December 31, 2022. Fees for the years ended December 31, 2023 and 2022 were as follows:
| | 2023 | | | 2022 | |
Audit Fees | | $ | 18,000 | | | | 12,000 | |
Audit-Related Fees | | | 7,500 | | | | 8,000 | |
Total Audit and Audit-Related Fees | | | 25,500 | | | | 20,000 | |
Tax Fees | | | - | | | | - | |
All Other Fees | | | - | | | | - | |
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Total | | $ | 25,500 | | | $ | 20,000 | |
Audit Fees. This category includes the audit of the Company’s consolidated financial statements, and reviews of the financial statements included in the Company’s Quarterly Reports on Form 10-Q. It also includes advice on accounting matters that arose during, or as a result of, the audit or the review of interim financial statements, and services which are normally provided in connection with regulatory filings, or in an auditing engagement.
Audit Related Fees, tax and other fees. No other fees under these categories were paid in 2023 and 2023.
Item 15. Exhibits and Financial Statement Schedules.
a.) The following documents are filed as a part of this report:
Exhibit No. | | Description |
3.1 | | Articles of Incorporation of Elite Beverage International Corp., as amended, (previously filed as an exhibit to the S-1/A filed on October 2, 2018) |
3.2 | | Articles of Incorporation of Registrant, as amended, (previously filed as an exhibit to the S-1/A filed on October 2, 2018) |
3.3 | | Bylaws of Registrant, (previously filed as an exhibit to the S-1/A filed on October 2, 2018) |
10.1 | | Contribution and Assignment Agreement dated February 2, 2018, (previously filed as an exhibit to the S-1/A filed on October 2, 2018) |
10.2 | | Ingredient Studies (previously filed as an exhibit to the S-1/A filed on January 30, 2019) |
10.3 | | GBS Growth Partners Documentation (previously filed as an exhibit to the S-1/A filed on January 30, 2019) |
10.4 | | Limited Exclusivity Agreement dated September 1, 2018 (previously filed as an exhibit to the S-1/A filed on October 2, 2018) |
10.6 | | Employment Agreement between the Registrant and Joey Firestone (previously filed as an exhibit to the S-1/A filed on January 30, 2019) |
10.7 | | Term Sheet dated January 9,2019 (previously filed as an exhibit to the S-1/A filed on February 13, 2019) |
10.8 | | Convertible Note dated January 9, 2019 (previously filed as an exhibit to the S-1/A filed on February 13, 2019) |
10.9 | | Board minutes dated January 3, 2019 (previously filed as an exhibit to the S-1/A filed on February 13, 2019) |
10.10 | | SPA dated December 10, 2019 (previously filed as an exhibit to the S-1/A filed on February 13, 2019) |
10.11 | | Convertible Note dated December 10, 2018 (previously filed as an exhibit to the S-1/A filed on February 13, 2019) |
10.12 | | Board minutes dated December 9, 2018 (previously filed as an exhibit to the S-1/A filed on February 13, 2019) |
10.13 | | Advisory Service Agreement (previously filed as an exhibit to the S-1/A filed on February 13, 2019) |
31.1 | | Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)). |
31.2 | | Certification by the Principal Accounting Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)). |
101.INS | | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
101.SCH | | Inline XBRL Taxonomy Extension Schema Document |
101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | | Inline XBRL Taxonomy Extension Labels Linkbase Document |
101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
Signatures
Pursuant to the requirements of Section 13 or 15(d) 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) | |
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Dated: May 13, 2024 | By: | /s/ Joey Firestone | |
| | Joey Firestone | |
| | CEO, CFO and Chairman | |
| | (Principal Executive Officer) | |
| | (Principal Accounting Officer) | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated and by signature hereto.
Signature | | Title | | Date |
| | | | |
/s/ Joey Firestone | | Chief Executive Officer and Chairman | | May 13, 2024 |
Joey Firestone | | | | |
