December 13, 2018
Jon McKenzie
Chief Executive Officer
Elite Performance Holding Corp.
7687 Charleston Way
Port St. Lucie, FL 34986
Re: Elite Performance Holding Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed November 29, 2018
File No. 333-227650
Dear Mr. McKenzie :
We have reviewed your registration statement and have the following
comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Form S-1 Filed November 29, 2018
Cover Page
1. We note your response to comment 3, but do not see the requested
disclosure revisions.
Here and in the Risk Factors section, you indicate you have opted out
of the extended
transition period for complying with new or revised accounting
standards. However,
under the Offering section, you indicate you have elected to use the
extended transition
period. Please revise your disclosures throughout the filing to
consistently indicate
whether or not you have opted out of the extended transition period for
complying with
new or revised accounting standards.
Summary, page 1
2. We note your response to comment 7. Revise to disclose whether you or
E.T. Horn
Jon McKenzie
FirstName LastNameJon McKenzie
Elite Performance Holding Corp.
Comapany13, 2018 Performance Holding Corp.
December NameElite
December 13, 2018 Page 2
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FirstName LastName
commissioned any of the cited studies.
3. We note your response to comments 11 and 12 and revised disclosure
regarding
arrangements with beverage distributors and "influencers" or
spokespersons. Please
disclose the material terms and file the agreements or arrangements
under Item 601(b)(10)
of Regulation S-K.
Use of Proceeds, page 58
4. We note your response to comment 20. We also note that your use of
proceeds in the
column assuming 50% of the offering shares are sold does not add up to
the total amount
reflected in the net proceeds from the offering. Please revise your
disclosure as
appropriate.
Related Party Transactions, page 70
5. We note your response to comments 30 and 33. Please revise to explain
the basis on
which Mr. Vazquez is a related person and indicate the amount of the
monthly cash
retainer fee paid to Mr. Vazquez. It is unclear if he is a promoter.
Additionally, please
clarify the services provided by Gifted Nutrition.
6. Please reconcile the revised disclosure that $19,000 was paid for the
founders shares with
the statement on page II-40 that the shares were issued "for no
monetary consideration."
7. We note your response to comment 31. Please revise to indicate the
amount of principal
paid and the amount of interest paid during the period. See Item
404(a)(5) of Regulation
S-K.
Financial Statements, page II-1
8. Please amend to include September 30, 2018 financial statements
pursuant to Rule 8-08
of Regulation S-X. Similarly revise your disclosures throughout the
filing.
Exhibit 23.2 - Consent of M&K, CPAs, page II-41
9. We note your response to comment 41, but do not see the requested
consent. Please make
arrangements with your auditors to include a current consent that
covers each audit report
and the reference to the firm under the caption "Experts". Also, tell
them to refer to the
same date of inception in both their consent and the applicable audit
report.
General
10. You state in response to comments that you "revised the registration
statement
accordingly." However, we are unable to locate revisions or clarifying
language for
comments 1, 2, 4, 6, 10, 14, 21, 34, 35, 39, 40, 42 and 44. Please
revise accordingly. We
may have further comment.
Jon McKenzie
Elite Performance Holding Corp.
December 13, 2018
Page 3
11. We note your response to comment 46. We specifically note that your
Balance sheet as of
June 30, 2018 indicates that you have a loan receivable from Gifted
Nutrition
International which is owned and operated by Joey Firestone and Jon
McKenzie. Please
advise us if your executive officers have outstanding loans, whether
direct or
indirect, from the registrant as described in Section 13(k) of the
Exchange Act.
12. Please provide disclosure responsive to sub-paragraphs (ii), (iii),
(v),(vii), (viii), (ix) and
(x) of Item 101(h)(4) of Regulation S-K. In this regard, please disclose
(1) the terms of
the supply agreement with E.T. Horn referenced in Section 6.1 of the
exclusivity
agreement and (2) the terms and entities involved in the manufacturing
and supply of
your RTD product. With respect to Item 101(h)(4)(iii), we note statements
on
drinkbylt.com that you have two flavors available and expect to have two
more flavors in
January 2019.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Blaise Rhodes at 202-551-3774 or Rufus Decker at
202-551-3769 if
you have questions regarding comments on the financial statements and related
matters. Please
contact David Link at 202-551-3356 or James Lopez at 202-551-3536 with any
other questions.
Sincerely,
FirstName LastNameJon McKenzie Division of
Corporation Finance
Office of
Beverages, Apparel and
Comapany NameElite Performance Holding Corp.
Mining
December 13, 2018 Page 3
cc: Matheau J. W. Stout
FirstName LastName