United States securities and exchange commission logo
October 5, 2022
Joey Firestone
Chief Executive Officer
Elite Performance Holding Corporation
3301 NE 1st Ave. Suite M704
Miami, FL 33137
Re: Elite Performance
Holding Corporation
Amendment No. 3 to
Registration Statement on Form S-1
Filed September 22,
2022
File No. 333-262483
Dear Joey 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.
Unless we note
otherwise, our references to prior comments are to comments in our
August 26, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-1 filed September
22, 2022
General
1. Please file a response
letter that addresses the comments issued to you on August 26,
2022. Also, when you
respond to these comments, please file a response letter.
2. As requested in prior
comment 11, please tell us whether the information accessible
through the hyperlink
on page F-21 was audited. Also revise your disclosure to explain
the studies to which
you refer to on page F-21 and how they support your claims, as
previously requested.
3. Please tell us with
specificity where you revised the disclosure in response to prior
comment 13.
Joey Firestone
FirstName LastNameJoey
Elite Performance HoldingFirestone
Corporation
Comapany
October NameElite Performance Holding Corporation
5, 2022
October
Page 2 5, 2022 Page 2
FirstName LastName
4. Please delete the references throughout your document to the "selling
stockholders," such
as the reference on page 7.
We wii incur increased costs, page 14
5. Please note that upon effectiveness of this registration statement,
you will be required to
file reports pursuant to Exchange Act Section 15(d), unless and until
that obligation is
suspended. Therefore, please revise to eliminate the disclosure that
you will merely be
filing reports on a "voluntary" basis.
Principal Stockholders, page 35
6. It appears that in response to prior comment 7, the company revised
the disclosure in the
table on page 35. Please tell us how you determined the reference on
page 35 to
ownership percentage of 21% given the disclosure in this section about
ownership of
25,000,000 shares and the disclosure on page 7 about 111,001,300
shares of common
stock currently outstanding. Also, expand the disclosure on page 35 to
disclose the total
beneficial ownership and voting power considering all outstanding
equity securities as
requested in prior comment 7.
Recent Sales of Unregistered Securities, page 41
7. It appears that in response to prior comment 8, the company included
the information
about the Regulation D offering in the last paragraph on page 43. As
previously requested,
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.
Unaudited Interim Financial Statements , page F-16
8. We note your amended Form S-1 continues to include the unaudited
interim financial
statements for the three months ended March 31, 2022. Please revise to
include updated
interim financial statements in accordance with Rule 8-08 of
Regulation S-X.
Exhibits
9. It appears that in response to prior comment 9, the company filed a
revised subscription
agreement as an exhibit to this amendment. We note the reference in
section 1.7 of the
agreement to "The Subscriber acknowledges receipt and full and careful
review and
understanding of this Subscription Agreement and of the S-1 (as
amended)." While we
would not object to having an investor acknowledge receipt of the
documents, it appears
inappropriate to have an investor acknowledge that they have
"reviewed" those
documents. Please revise.
10. We note that the subscription agreement contains an exclusive forum
provision in section
4.9. Please provide disclosure regarding this provision in the
prospectus, including a risk
Joey Firestone
Elite Performance Holding Corporation
October 5, 2022
Page 3
factor. Disclose whether this provision applies to actions arising under
the Securities Act
or Exchange Act. If so, please also state that there is uncertainty as to
whether a court
would enforce such provision. If this provision does not apply to actions
arising under the
Securities Act or Exchange Act, please also ensure that the exclusive
forum provision in
the subscription agreement and your disclosure in the prospectus states
this clearly.
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,
FirstName LastNameJoey Firestone
Division of
Corporation Finance
Comapany NameElite Performance Holding Corporation
Office of
Manufacturing
October 5, 2022 Page 3
cc: Matheau J. W. Stout
FirstName LastName