United States securities and exchange commission logo
July 25, 2022
Joey Firestone
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 June 27, 2022
File No. 333-262483
Dear Mr. Firestone:
We have reviewed your amended 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 Registration Statement on Form S-1 filed June 27,
2022
Cover Page
1. Please revise the cover
page and the summary to disclose that your chief executive officer
has sufficient voting
power through his ownership of Series A Preferred Stock with super
voting rights to
control the vote on substantially all corporate matters. In this regard, we
note the risk factor on
page 13.
2. Please indicate whether
or not you will apply for listing on any national securities
exchange or the Nasdaq
Stock Market. Also, if you do not intend to register a class of
your securities under
Exchange Act Section 12, please disclose the risks related to the
automatic suspension of
your reporting obligations pursuant to Section 15(d) and the
inapplicability of
Sections 13, 14 and 16 of the Exchange Act.
Joey Firestone
FirstName LastNameJoey
Elite Performance HoldingFirestone
Corp.
Comapany
July NameElite Performance Holding Corp.
25, 2022
July 25,
Page 2 2022 Page 2
FirstName LastName
Summary, page 2
3. We note that Elite Performance Holding Corp. was subject to an order
on November 16,
2021 revoking registration of its securities pursuant to Section 12(j)
of the Securities
Exchange Act of 1934 for failure to file periodic reports. Please
revise the disclosure to
discuss the revocation of the registration of the securities under
Section 12, including the
release number, the date of revocation and the reason the registration
of securities was
revoked. Add any appropriate risk factors.
4. Please explain whether you are seeking to re-register under Section 12
to become a
reporting company again and why you are seeking to do so in light of
the prior revocation
of your registration.
5. Please revise the summary to disclose the measures you have taken to
address the failure
to highlight the failure to comply with Exchange Act Section 13(a) and
Rules 13a-1 and
13a-13. In this regard, we note the disclosure on page 29 that you
currently do not have
any additional employees beside management, the disclosure on page 30
about Mr.
Firestone has served as your chief financial officer since May 2019
and your disclosure on
page 31 that you do not have a separately designated standing audit
committee.
6. Please ensure that you have updated the disclosure in this section and
throughout your
document to the extent appropriate. For example, we note the
following:
the disclosure in the bullet points on page 4 about growth "by
2021" is identical to the
disclosure in the bullet points about growth "by 2021" in your amended
registration
statement filed on April 10, 2019;
the map of the "Roll Out Strategy" on page 5 appears to be
identical to the map of the
"Roll Out Strategy" in your amended registration statement filed on
April 10, 2019;
the disclosure on page 14 about management's evaluation "as of
December 31, 2020"
concerning internal controls over financial reporting;
the information in the table in the Use of Proceeds section on
page 16 is identical to the
information in the table in the Use of Proceeds section in your
amended registration
statement filed on April 10, 2019; and
the disclosure on page 34 about amounts owed to related parties is
only through
December 31, 2020.
7. Please revise to clarify the "science" you say supports the benefits
of your products. Also
tell us what consideration you have given to seeking FDA approval to
market and sell
your products.
8. Please revise to clarify whether you or a third-party manufactures
your product. If you
rely on a third-party, revise to explain the nature of your
arrangement with them.
Joey Firestone
FirstName LastNameJoey
Elite Performance HoldingFirestone
Corp.
Comapany
July NameElite Performance Holding Corp.
25, 2022
July 25,
Page 3 2022 Page 3
FirstName LastName
The Offering, page 7
9. We note your disclosure that common stock outstanding before the
offering is
107,361,300 shares. Although this amount agrees to the outstanding
shares as of March
31, 2022 within your interim financial statements, you disclose on
page F-28 that an
additional 3,640,000 shares of common stock have been issued
subsequent to March 31,
2022. Accordingly, it appears that the number of common shares
outstanding before the
offering should be revised to reflect all issuances made subsequent to
March 31, 2022.
We also note that the Description of Capital Stock disclosure on page
37 indicates that
87,738,300 shares are issued and outstanding as of the date hereof
and should be revised
to reflect all issuances through the date of this filing.
Emerging Growth Company Status, page 8
10. Although you disclose on page 8 that you have elected to use the
extended transition
period for complying with new or revised accounting standards under
The JOBS Act, you
checked the box on the cover of the filing indicating that you elected
not to use the
extended transition period. Please advise and revise the disclosures
for consistency.
11. Please update the disclosure in this section. We note the reference to
$1 billion in
revenue. Please also provide us your analysis of how you determined
you are an
emerging growth company, in light of your prior offering of
securities.
Risk Factors, page 10
12. Please include a risk factor to highlight the risk in terms of the
potential effect on your
business and your stock price in the event you are delinquent in your
filing requirement.
The risk factor should reflect risks to investors of your being
delinquent in your filings, in
addition to the potential effect on your business and your stock
price. Further, explain how
a potential delinquency could impact your business and your stock
price, to help investors
better evaluate this risk.
We currently have a limited accounting staff, page 14
13. Please reconcile the disclosure on page 14 that you "are subject to to
the public reporting
requirements of the Securities Exchange Act of 1934" with the
disclosure in the last
paragraph on page 39 and disclosure on page 14 that you "voluntarily
file" reports under
the Exchange Act.
Cautionary Note on Forward-Looking Statements, page 15
14. Please delete the fifth sentence in this section.
Use of Proceeds, page 16
15. If proceeds are to be used to repay amounts owed to related parties,
such as the amounts
mentioned in Note 3 on page F-25, please state so directly. Please
also clarify whether
Joey Firestone
FirstName LastNameJoey
Elite Performance HoldingFirestone
Corp.
Comapany
July NameElite Performance Holding Corp.
25, 2022
July 25,
Page 4 2022 Page 4
FirstName LastName
any of the proceeds can be used for salaries or other payments to your
officers and
directors. For example, we note the disclosure on page 33 that your
CEO "continues to
defer salary until such time as the Company has improved its financial
position."
Market for Common Stock, Dividend Policy and Related Stockholder Matters, page
19
16. Please revise the disclosure to describe the current status of the
securities. In this regard,
we note that registration of the securities was revoked pursuant to
Section 12(j) of the
Securities Exchange Act of 1934.
Directors and Executive Officers, page 30
17. Please tell us why you have not provided the disclosure required by
Item 401 of
Regulation S-K concerning David Sandler. In this regard, we note the
disclosure on page
5 that David Sandler is the COO of the company.
Section 16(a) Beneficial Ownersip Reporing Compliance, page 32
18. Please tell us why you have included this section in your document.
Principal and Selling Stockholders, page 35
19. We note that your common stock and Series A Preferred Stock have
different voting
rights. Please add a column to the table showing total voting control
by each person listed
in the table in this section. Also, delete the phrase "selling
stockholders" mentioned in
this section and elsewhere in your document.
20. Please reconcile the disclosure in this section and in the risk factor
on page 13 that Mr.
Firestone owns five million shares of the company's Series A Preferred
Stock with the
disclosure on pages 19 and 37 that Mr. Firestone is the owner of ten
million shares of
Series A Preferred Stock.
21. Please update the date referenced in the first sentence.
Experts, page 39
22. Please update your disclosures in this section to reference the
audited financial statements
for the year ended December 31, 2021 and 2020.
Recent Sales of Unregistered Securities, page 41
23. Please expand the information in this section to more completely
address the requirements
of Item 701 of Regulation S-K, including a brief statement of the
facts relied upon to
make the exemption from registration available and the nature and
aggregate amount of
consideration received by the registrant. Also, revise this section to
provide the
information required by Item 701 of Regulation S-K with respect to
your issuance of
securities mentioned in Note 9 on page F-28.
Joey Firestone
FirstName LastNameJoey
Elite Performance HoldingFirestone
Corp.
Comapany
July NameElite Performance Holding Corp.
25, 2022
July 25,
Page 5 2022 Page 5
FirstName LastName
Exhibits
24. Please file as an exhibit the subscription agreement to be used in
connection with this
offering. In this regard, it is unclear whether the agreement filed as
exhibit 10.14 is to be
used in connection with this offering. For example, we note the
references throughout the
agreement to the registration statement declared effective in 2019. If
that exhibit is to be
used with this offering, revise to disclose Section 4.9 of that
agreement and whether it
applies to claims arising under the Securities Act and the Exchange
Act and the related
risks to investors.
25. Please file as exhibits the certificate of designation for your
preferred stock and the
employment agreement mentioned on page 38 and in Note 3 on page F-11,
respectively.
Also, tell us why you have filed the certifications of the officers as
exhibits 31.1 and 31.2.
General
26. Please add a risk factor describing the risks from antitakeover
mechanisms you possess,
such as the ability to issue preferred stock.
27. Exhibit 5.1 and the cover page indicates there is no resale component,
but the filing fee
table indicates you are also registering a resale offering. Please
reconcile.
28. Please revise throughout to clearly describe the steps involved in
your business plan to
launch your product, what you have accomplished to date and what
remains to be
achieved, including any material obstacles. Please also revise to
discuss how you used the
proceeds from the prior offering of securities registered under the
Securities Act.
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 Claire Erlanger, Staff Accountant, at 202-551-3301 or
Andrew Blume,
Senior Accountant, at 202-551-3254 if you have questions regarding comments on
the financial
statements and related matters. Please contact Thomas Jones, Staff Attorney, at
202-551-3602 or
Geoff Kruczek, Senior Attorney, at 202-551-3641 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
Joey Firestone
Elite Performance Holding Corp.
FirstName
July 25, 2022 LastNameJoey Firestone
Comapany
Page 6 NameElite Performance Holding Corp.
July 25, 2022 Page 6
cc: Matheau J. W. Stout
FirstName LastName