S-1/A

File No. 333-262483

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1/A

Amendment No. 2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ELITE PERFORMANCE HOLDINGS CORPORATION

Nevada		82-5034226
(State or jurisdiction of Incorporation or organization)	(Primary Standard Industrial Classification Code)	(I.R.S. Employer Identification No.)

3301 NE 1ST AVE. SUITE M704 

MIAMI FL 33137 

(844) 426-2958

(Address, including zip code, and telephone number, including area code,

of registrant’s principle offices)

Nevada Business Services

Resident Agent

1805 N. Carson Street, Suite X, Carson City, NV 89701

775-624-8494

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☐	(Do not check if a smaller reporting company)	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 7(a)(2)(B) of the Securities Act.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

PRELIMINARY PROSPECTUS

Subject to completion, dated _________________, 2022

ELITE PERFORMANCE HOLDINGS CORPORATION

15,000,000 Shares of Common Stock Offered by the Company

$0.10 per share

This is the initial public offering of our common stock, par value $0.05 per share. We are selling 15,000,000 shares of our common stock at a fixed price of $0.10 for the duration of the Offering.

This offering will terminate on the date which is 180 days from the effective date of this prospectus, although we may close the offering on any date prior if the offering is fully subscribed or upon the vote of our board of directors.

There is no established market for our stock. The offering price of the shares has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price, we took into consideration our capital structure and the amount of money we would need to implement our business plans. Accordingly, the offering price should not be considered an indication of the actual value of our securities.

Investing in our common stock involves a high degree of risk. See “Risk Factors” for certain risks you should consider before purchasing any shares in this offering. 

This prospectus is not an offer to sell these securities and it is not the solicitation of an offer to buy these securities in any state where the offeror sale is not permitted.

The offering is being conducted on a self-underwritten, best efforts basis, which means our management will attempt to sell the shares being offered hereby on behalf of the Company. There is no underwriter for this offering.

Completion of this offering is not subject to us raising a minimum offering amount. We do not have an arrangement to place the proceeds from this offering in an escrow, trust or similar account. Any funds raised from the offering will be immediately available to us for our immediate use.

Any purchaser of common stock in the offering may be the only purchaser, given the lack of a minimum offering amount.

W e 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 were previously 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 company . Going forward, the company plans to maintain a voluntary status regarding the timely filing of unaudited quarterly and a yearly audited financial statement under the S ecurities Act of 1933.

PREFERRED SERIES A WITH SUPER VOTING RIGHTS

Founder and Chief Executive Officer Joseph Firestone and co- Founder Jon McKenzie each own 5 million sha res of Series A Preferred Stock which has  sufficient voting power  with super voting rights at a ratio of 1:20 to control the vote on substantially all corporate matters. Accordingly, Mr. Firestone and Mr. McKenzie 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.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.

The Company does not plan to use this offering prospectus before the effective date.

Proceeds to Company in Offering

	Number of Shares		Offering Price (1)		Underwriting Discounts & Commissions	Gross Proceeds
Per Share
25% of Offering Sold		3,750,000	$	0.10		$	375,000
50% of Offering sold		7,500,000	$	0.10		$	750,000
75% of Offering Sold		11,250,000	$	0.10		$	11,250,000
Maximum Offering sold		15,000,000	$	0.10		$	1,500,000

(1)  Assuming an initial public offering price of $0.10 per share, as set forth on the cover page of this prospectus.

TABLE OF CONTENTS

	Page
SUMMARY	2
THE OFFERING	7
RISK FACTORS	9
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS	15
USE OF PROCEEDS	16
DETERMINATION OF THE OFFERING PRICE	16
DILUTION	17
MARKET FOR COMMON STOCK, DIVIDEND POLICY AND RELATED STOCKHOLDER MATTERS	19
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	20
MANAGEMENT OF ELITE PERFORMANCE HOLDINGS CORPORATION	30
PRINCIPAL AND SELLING STOCKHOLDERS	35
PLAN OF DISTRIBUTION	36
DESCRIPTION OF CAPITAL STOCK	37
EXPERTS	39
LEGAL MATTERS	39
WHERE YOU CAN FIND MORE INFORMATION	39
INDEX TO FINANCIAL STATEMENTS	F-1

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ABOUT THIS PROSPECTUS

In making your investment decision, you should only rely on the information contained in this prospectus. We have not authorized anyone to provide you with any other or different information. If anyone provides you with information that is different from, or inconsistent with, the information in this prospectus, you should not rely on it. We believe the information in this prospectus is materially complete and correct as of the date on the front cover. We cannot, however, guarantee that the information will remain correct after that date. For that reason, you should assume that the information in this prospectus is accurate only as of the date on the front cover and that it may not still be accurate on a later date. This document may only be used where it is legal to sell these securities. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or of any sales of our shares of common stock.

You should not interpret the contents of this prospectus to be legal, business, investment or tax advice. You should consult with your own advisors for that type of advice and consult with them about the legal, tax, business, financial and other issues that you should consider before investing in our common stock.

This prospectus does not offer to sell, or ask for offers to buy, any shares of our common stock in any state or other jurisdiction in which such offer or solicitation would be unlawful or where the person making the offer is not qualified to do so.

No action is being taken in any jurisdictions outside the United States to permit a public offering of our common stock or possession or distribution of this prospectus in those jurisdictions. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about, and to observe, any restrictions that apply in those jurisdictions to this offering or the distribution of this prospectus. In this prospectus, unless the context otherwise denotes, references to “we,” “us,” “our,” “Elite” and the “Company” refer to Elite Performance Holdings Corporation

SUMMARY

The following summary highlights material information in this prospectus. It may not contain all the information that is important to you. For additional information, you should read this entire prospectus carefully, including “Risk Factors” the financial statements and the notes to the financial statements.

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. B.Y.L.T.® (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 refined sugars that have serve no function, hydration beverages , and dietary supplements, without the crash from sugars or jitters from caffeine which eventually leads to a decrease in performance for athletes. B.Y.L.T.® is not only designed to enhance performance and support the intense physical demand of athletes but be safe and backed by science.

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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 dollar 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.

Founder and Chief Executive Officer Jo ey Firestone and co- Founder Jon McKenzie ha ve sufficient voting power through their ownership of Series A Preferred Stock with super voting rights equal to 20 votes per share to control the vote on substantially all corporate matters. Accordingly, Mr. Firestone and Mr. McKenzie 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.

Our Products and Services

Elite Beverage International Corp offers a first to market functional beverage that redefines hydration and performance drinks using a patented amino/carbohydrate combination. The SmartCarb® technology blend provides a unique benefit of hydration, endurance and sustained energy without caffeine, the crash of refined sugars, and without artificial flavors or colors making it the ideal sports beverage for health-conscious consumers and serious athletes alike. BYLT introduced two flavors upon launch while strategically introducing an additional 2 flavors to support the launch after six months of distribution. In April 2022, the company completed its fourth production run add ing 3 additional flavors for a total of 7 flavors which include Blue Raspberry, Tropical Punch, Lemon Lime, Watermelon, Grape, Orange and Fruit Punch.

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. However, in September 2021, the company completed the acquisition of its patented SmartCarb® technology making B.Y.L.T. the first sports drink with a patented formulation , thereby separating us from like competitors in the functional beverage space.

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 P erf ormance Beverages Internationa l, ha s completed 4 successful production runs expanding from two to seven flavors. We spent a full year 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 consolidated 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 read y to pick up where they left off and have hired a sales team of seasoned beverage professionals, a consumer educa tion 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 national distribution over time.

Re cently, we also created a new line of B.Y.L.T. gym apparel in order to build, market , and expand the B.Y.L.T. brand . To date, we have received excellent response s to the addition of our apparel section o n our website and intend to expand our apparel inventory over the next several months.

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Sales and Marketing

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

· Healthy living trends and lifestyles are continuing, creating a drive for better-for-you trends, active lifestyles, and a growing demand for industry products from everyday consumers.

· There are currently no other RTD beverages that combine the benefits of B.Y.L.T.® 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 refined sugars, artificial colors, artificial flavors, and high doses of caffeine.

· Sports Drinks accounted for 70% of the entire Fortified/Functional beverage industry and is expected to continue its growth during the next five years to become a $32 Billion global market by 2027.

· B.Y.L.T.® 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.

· According to Statista, 36% of individuals in the U.S. purchase a ready to drink sports drink 1 – 2 times a week, while 15% purchase one over 10 times a week.

· There is high potential for customer loyalty in the industry and brands that deliver on their promised functional and health benefits usually keep loyal core consumers, which the company has begun to experience

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. 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 th e last several months, GBS Growth Partners has introduced the company to several high level executives with stellar resumes specializing in the sales o f 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 3^rd quarter of 2022.

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Figure 2: Map of BYLT Roll Out Strategy

Customers

As of December 31, 2021, accounts receivable, net amounted to only $0 and 0 customers represented 0% of this balance.

Sources and Availability of Raw Materials and Principal Suppliers

Most of the inventory and raw materials we purchase occurs through our manufacturers located in Dade City, FL and in Plano, TX. 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 upcoming styling needs and consider the current pricing in metals and stones 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.

Our product is manufactured by a third-party NSF certi fied and FDA registered facility. This facility has been manufacturing the product for three years and there are currently no contractual agreements or obligations between either parties that holds Elite Beverages to manufacture our product exclusively with this manufacturer.

Research and Development

There were $0 in expenses incurred for research and development in 2021.

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.

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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.

Enhanced Controls a nd Procedures

Over the last several months, the company has made substantial upgrade s its accounting software and hired new outside bookkeepers . The company has also recently hired a new consult ing firm specializ ing in SEC accounting in order to act as a n intermediary by oversee ing the review, preparat ion and formatting of all financial materials before it is received by our SEC auditing firm. The purpose of these changes are to materially affect our ability to become a timely filer with any materials either required or a s a voluntary filer , going forward . These changes are reasonably likely to positively affect the timeliness of our internal control s as it relates to fin ancial reporting without the addition of new employees .

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.

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The Offering

Issuer:	Elite Performance Holdings Corporation
Common stock offered by us:	15,000,000 shares at $0.10 per share
Common stock outstanding before the offering:	111,001,300
Common stock to be outstanding after the offering:	126,001,300 shares.
Use of proceeds:	We expect to receive net proceeds from this offering of approximately $0.10 per share assuming all the shares offered hereby are sold and after deducting estimated offering expenses payable by us.
	We will not receive any proceeds from the sale of shares of common stock in this offering by the selling stockholders.
	We intend to use the net proceeds of the offering for working capital and other general corporate purposes. See “Use of Proceeds.”
Dividend policy:	We have never declared or paid cash dividends on our common stock. We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business. We do not intend to pay cash dividends in respect of our common stock in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors.
No Trading on the OTC Markets Trading System:	Our common stock does not trade anywhere currently. We do not yet trade on the OTC Markets Group quotation system and have not been assigned a ticker symbol.
Risk factors:	Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 5 of this prospectus for a discussion of factors you should carefully consider before deciding to invest in our common stock.

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Because the worldwide market value of our common stock held by non-affiliates, or public float, is below $75 million, we are a “smaller reporting company” as defined under the Exchange Act. Some of the foregoing reduced disclosure and other requirements are also available to us because we are a smaller reporting company under the Exchange Act. As a smaller reporting company, we are not required to:

· have an auditor report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; and

· present more than two years of audited financial statements in our registration statements and annual reports on Form 10-K and present any selected financial data in such registration statements and annual reports.

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 RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information in this registration statement before investing in our common stock. Our business and results of operations could be seriously harmed by any of the following risks. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition and results of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose all or part of your investment.

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, 2021, the Company had limited cash on hand and $545,250 in convertible debt and loans payable. At December 31, 2021, the Company also had a stockholders’ deficit of $4,589,932. 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.

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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.

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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.

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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 MARKET OR ANY NATIONAL SECURITIES EXCHANGES, WHICH 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 OTC Markets or any national securities exchanges. Eventually, we may seek 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 or a national securities exchange. However, even if we obtain a trading symbol, and our common stock becomes quoted on the OTC Markets or a national securities exchange, the future quotation of our shares on the OTC Markets or national exchange 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.

Currently, the Company does not plan to fil e an application for listing on the OTC Markets or any national securities exchanges . However, we expect to continue to act as a voluntary reporting company by filing unaudited quarterly 10-Q Reports and a yearly 10-K Report containing audited financial statement as a Securities Act 1933 company.

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 OTC Market s , 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 OTC Markets ’ common stock, should the company elect to trade on the OTC Market s , 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.

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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 CURRENTCHIEF EXECUTIVE OFFICER AND DIRECTOR, MR. JOEY FIRESTONE AND CO- FOUNDER JON MCKENZIE HAVE SUFFICIENT VOTING POWER TO CONTROL THE VOTE ON SUBSTANTIALLY ALL CORPORATE MATTERS.

Joey Firestone, our Founder, Chief Executive Officer , and director , and Jon McKenzie each have sufficient voting power through beneficial s ownership of 5,000,000 series A preferred with Super Voting Rights, each, to control the vote on substantially all corporate matters. Accordingly, Mr. Firestone and Mr. McKenzie 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, potential increase s of shares authorized , common and preferred shares, and will continue to have significant influence over our business. As a result of their ownership and more specifically Mr. Firestone ’s position in the Company, they are able to influence all matters requiring shareholder action, including significant corporate transactions.

ANTI - TAK E OVER PROVISION

Through the issuance of the 10,000,000 shares of Series A with super voting rights Joey Firestone and Jon Mc Kenzie possess the equivalent of 20 0,000,000 votes resulting in significant influence in all corporate m atters and shall deter any unwanted attempts f or control of the company by another company or group of investors .

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.

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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 were previously subject to the public reporting requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”), until being subject to an order #93585 on November 16, 2021 revoking registration of our securities pursuant to Section 12(j) of the Securities Exchange Act of 1934 for failure to file timely periodic unaudited and audited financial reports during the COVID-19 lockdowns. Effective internal controls have bee n implemented by the company and are necessary for us to provide reliable and timely financial reports, prevent fraud and to operate successfully as a publicly traded partnership. Going forward, t he company plans to maintain a voluntary status regarding the timely filing of unaudited quarterly and a yearly audited financial stat ement under the Securities Act of 1934.

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, 2021, 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.

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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.

REVOCATION OF THE REGISTRATION OF SECURITIES

Elite Performance Holding Corp. was subject to an order #93585 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 timely periodic unaudited and audited financial reports during the COVID-19 lockdowns . Currently, the company intends to continue fil ing its periodic reports as a voluntary filer on a ti mely basis as a Securities Act of 1933 company . It is imperative that the company files on a timely basis . Failure to do so could negatively impact the company, the price of its stock , and the shareholders of the company.

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

This prospectus contains certain forward- looking statements as defined by federal securities laws. For this purpose, forward- looking statements are any statements contained herein that are not statements of historical fact and include, but are not limited to, those preceded by or that include the words, “estimate”, “could”, “should”, “would”, “likely”, “may”, “will”, “plan”, “intend”, “believes”, “expects”, “anticipates”, “projected”, or similar expressions. Those statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. The forward-looking information is based on various factors and was derived using numerous assumptions. For these statements, we claim the protection of the “bespeaks caution” doctrine. Such forward-looking statements include, but are not limited to:

· statements regarding our anticipated financial and operating results, including anticipated sources of revenues, when we expect to begin to receive revenues with respect to services we provide and anticipated;

· statement regarding anticipated future sources of revenues;

· statement regarding management’s expectation with respect to future acquisitions producing more significant revenues during the in the future;

· statements regarding our goals, intentions, plans and expectations, including the introduction of new products and markets and locations we intend to target in the future;

· statements regarding the anticipated timing and impact of our pending acquisitions;

· statement regarding our expectation with respect to the potential issuance of stock or shares in connection with our acquisitions or in connection with providing services to client companies.; and

· statement with respect to having adequate liquidity. 

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

· changes in the pace of legislation;

· other regulatory developments that could limit the market for our products;

· our ability to successfully integrate acquired entities;

· competitive developments, including the possibility of new entrants into our primary markets;

· the loss of key personnel; and

· other risks discussed in this document.

All forward-looking statements in this document are based on information currently available to us as of the date of this prospectus, and we assume no obligation to update any forward-looking statements other than as required by law.

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USE OF PROCEEDS

Because the offering is a best-efforts offering, we are presenting this information assuming that we sell 10%, 50% and 100% of the shares offered hereby. For purposes of this table, we used $0.10, the per-share offering price.

		10%		50%		100%
Gross offering proceeds	$	150,000		750,000		1,500,000
Marketing, Branding and Promotion		18,200		91,000		182,000
Product & Development		3,500		17,500		35,000
Permits Licenses and Applications		1,500		7,500		1,5000
Website Development		1,200		6,000		12,000
Operating Expenses		45,000		225,000		450,000
Personnel Expenses		32,400		162,000		324,000
Inventory Reserves		50,000		250,000		450,000
Estimated expenses of the offering	$	3,200	$	16,000	$	32,000
Net proceeds from the offering,	$	150,000		750,000		1,500,000

The Company will allocate funding towards Marketing, Branding and Promotion, Product and Development, Permits, Licenses and Applications, Website Development, Operating Expenses, Personnel Expenses and Inventory Reserves as detailed in the table above.

General and administrative expenses pertain to operating expenses rather than to expenses that can be directly related to the production of any goods or services, utilities, insurance and managerial salaries which may come at a later date.

The company will not be using the proceeds of this offering for the payment of salaries, or the repayment of de bt owed to its Officers and Directors.

This expected use of the net proceeds from this offering and our existing cash, cash equivalents and short-term investments represents our intentions based upon our current plans and business conditions.

Pending these uses, we intend to invest the net proceeds from this offering in a variety of capital preservation investments, including short-term, interest-bearing investment grade securities, money market accounts, certificates of deposit and direct or guaranteed obligations of the U.S. government.

DETERMINATION OF THE OFFERING PRICE

We currently expect the offering price to be $0.10 per share of our common stock for the shares of stock being offered by us pursuant to this prospectus.

The offering price of the common stock has been arbitrarily determined by our board of directors and bears no relationship to any objective criterion of value. The price does not bear any relationship to the Company’s assets, book value, historical earnings or net worth. In determining the offering price, the board of directors considered such factors as the lack of recent trading prices of the common stock, the board’s perception of our future prospects, past and anticipated operating results, present financial resources and the likelihood of selling the shares of common stock offered hereby. Accordingly, the offering price should not be considered an indication of the actual value of the Company or the common stock.

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As noted above you should not consider the offering price as an indication of value of Elite Performance Holdings Corporation or our common stock. You should not assume or expect that, after the offering, our shares of common stock will trade at or above the offering price in any given time period. Our stock currently does not trade at all and is not quoted on any market. The market price of our common stock may decline during or after the offering, and you may not be able to sell the underlying shares of our common stock purchased during the offering at a price equal to or greater than the offering price. You should obtain advice from your financial advisor before purchasing shares and make your own assessment of our business and financial condition, our prospects for the future, and the terms of the offering.

DILUTION

The offering price of the Shares of Common Stock being offered for sale pursuant to this Offering is substantially higher than the book value per share of the Common Stock. Accordingly, investors purchasing the Shares pursuant to this Offering will experience an immediate and significant dilution in the book value per share of the Shares purchased. We may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders. See “Risk Factors—We may require additional capital to finance our operations in the future, but that capital may not be available when it is needed and could be dilutive to existing stockholders” and “We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which would result in dilution of stockholders’ interests in Elite Performance Holdings Corporation and could depress our stock price.”

DILUTION TABLE

The price of the current offering is fixed at $0.10 per common share. This price is significantly higher than the price paid by our Directors and Officers for common equity since the Company's inception.

Our Officers and Directors invested $0 on January 30, 2018, paying $0 per share for their common shares.

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Assuming completion of the offering, there will be up to 126,361,300 common shares outstanding. The following table illustrates the per common share dilution that may be experienced by investors at various funding levels based on stockholders' equity (deficit) of (1,731,751) excluding deferred offering costs as of March 31, 2022.

Percentage of funding		100	%		75	%		50	%		25	%
Offering price	$	0.100		$	0.100		$	0.100		$	0.100
Offering shares at different percentage		15,000,000			11,250,000			7,500,000			3,750,000
Total Gross Proceeds	$	1,500,000		$	1,125,000		$	750,000		$	375,000
Total Shares outstanding Prior to the Offering		111,001,300			111,001,300			111,001,300			111,001,300
Net Tangible Book value prior to the offering	$	(1,731,751	)	$	(1,731,751	)	$	(1,731,751	)	$	(1,731,751	)
Net Tangible Book value per share prior to the offering	$	(0.016130	)	$	(0.016130	)	$	(0.016130	)	$	(0.016130	)
Proforma outstanding Shares after offering		126,361,300			122,251,300			118,501,300			114,751,300
Offering Expense	$	32,102		$	32,102		$	32,102		$	32,102
Proceed from the offering (net of expenses)	$	1,467,898		$	1,092,898		$	717,898		$	342,898
Proforma Net Tangible book value after offering	$	(263,853	)	$	(638,853	)	$	(1,013,853	)	$	(1,388,853	)
Increase in book value	$	1,467,898		$	1,092,898		$	717,898		$	342,898
Proforma Net tangible book value per share after offering	$	(0.00216	)	$	(0.00539	)	$	(0.00883	)	$	(0.01250	)
Increase in book value per share	$	0.01397		$	0.01074		$	0.00730		$	0.00363
Initial public offering price	$	0.1000		$	0.1000		$	0.1000		$	0.1000
Proforma per share after offering	$	(0.0022	)	$	(0.0054	)	$	(0.0088	)	$	(0.0125	)
Dilution per share to new investors	$	0.1022		$	0.1054		$	0.1088		$	0.1125
Parent dilution		102	%		105	%		109	%		112	%

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MARKET FOR COMMON STOCK, DIVIDEND POLICY AND RELATED STOCKHOLDER MATTERS

Our common stock is not currently quoted anywhere. We currently have no trading symbol or “ticker.” In the future, we anticipate our stock being quoted by the OTC Markets Group. The trading price of our common stock might be extremely volatile. Further, the stock market has from time to time experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These kinds of broad market fluctuations may adversely affect the market price of our common stock. For additional information, see “Risk Factors” above.

Elite Performance Holding Corp. was subject to an order #93585 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 timely periodic unaudited and audited financial reports during the COVID-19 lockdowns. Currently, the company intends to continue filing its periodic reports as a voluntary filer on a timely basis as a Securities Act of 1933 company. It is imperative that the company files on a timely basis. Failure to do so could negatively impact the company, the price of its stock, and the shareholders of the company.

In addition to 111,001,300 outstanding shares of common stock, we have 10,000,000 shares of Series A preferred stock, all of which are outstanding. 5,000,000 shares are beneficially owned by Joey Firestone, our Officer and Director and 5,000,000 shares are beneficially owned by co-Founder Jon McKenzie. Each of these 10,000,000 shares of preferred Series A stock carry 20 votes, meaning that Mr. Firestone and Mr. McKenzie each have voting rights for the equivalent of 100,000,000 shares Currently, there are no outstanding securities convertible into shares of our common stock, warrants or options that are exercisable for shares of our common stock.

As of December 31, 2021, there are approximately 127 shareholders of record of our common stock.

We have never declared or paid cash dividends on our common stock. We anticipate that in the future we will retain any earnings for operation of our business. Accordingly, we do not anticipate declaring or paying any cash dividends in the foreseeable future.

We currently have no equity compensation plans. However, we may have to issue additional shares of common stock in the future in connection with future acquisitions.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement Regarding Forward-Looking Information

The statements in this report that are not reported financial results or other historical information are “forward-looking statements”. These statements appear in a number of different places in this report and can be identified by words such as “estimates”, “projects”, “expects”, “intends”, “believes”, “plans”, or their negatives or other comparable words. Also look for discussions of strategy that involve risks and uncertainties. Forward-looking statements include, among others, statements regarding our business plans and availability of financing for our business.

Our actual results may differ materially from those in the forward-looking statements due to risks facing us or due to actual facts differing from the assumptions underlying our estimates. Some of these risks and assumptions include those set forth in reports and other documents we have filed with or furnished to the United States Securities and Exchange Commission (“SEC”). We advise you that these cautionary remarks expressly qualify in their entirety all forward-looking statements attributable to us or persons acting on our behalf. Unless required by law, we do not assume any obligation to update forward-looking statements based on unanticipated events or changed expectations. However, you should carefully review the reports and other documents we file from time to time with the SEC.

General

Management’s discussion and analysis of results of operations and financial condition is intended to assist the reader in the understanding and assessment of significant changes and trends related to the results of operations and financial position of the Company together with its subsidiary. This discussion and analysis should be read in conjunction with the consolidated financial statements and accompanying financial notes, and with the Critical Accounting Policies noted below.

Plan of Operation

The Company plans to offer a first to market functional beverage that redefines hydration and performance drinks using a patented amino/carbohydrate combination. The SmartCarb® technology blend provides a unique benefit of hydration, endurance and sustained energy without caffeine, the crash of sugars, and without artificial flavors or colors making it the ideal sports beverage for health-conscious consumers and serious athletes alike. BYLT® will introduce two flavors upon launch while planning to strategically introduce additional 6 flavors to support the launch after three to nine months of operation. These flavors will include Blue Raspberry, Tropical Punch, Lemon Lime, Watermelon, Grape, Orange and Fruit Punch.

The Company has instituted various cost saving measures to conserve cash and has worked with its creditors in an attempt to negotiate various debt terms. The Company has been also investigating various strategies to increase sales and expand its business. The Company is in negotiations with some potential partners, but, at this time, there is nothing concrete, but the Company remains positive about its prospects. However, there is no assurance that the Company will be successful in its endeavors or that it will be able to increase its business.

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

The Company’s operations 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. 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.

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Results of Operations - For the Year Ended December 31, 2021 Compared the Year Ended December 31, 2020

Sales

Net sales for year ended December 31, 2021 were $6,938 compared to $26,154 for the year ended December 31, 2020. This decrease is mostly attributed to the covid restrictions and lockdowns.

Gross Profit

Gross profit for the year ended December 31, 2021 was $(61,100) compared to $$(280,978) for the year ended December 31, 2020. This decrease in gross profit is primarily due to more marketing and advertising expenses.

Selling, General and Administrative Expenses

Total selling, general and administrative expenses were $797,665 for the year ended December 31, 2021 as compared to $873,924 for the year ended December 31, 2020. This decrease is attributed to cutting staff during covid restrictions and lockdowns.

Loss from Operations

As a result of the above, the Company had a loss from operations in the amount of (858,765) for the year ended December 31, 2021 as compared to $1,154,902 for the year ended December 31, 2020.

Other Expense

For the year ended December 31, 2021, the Company had other expense of $10,162 as compared to other expense of $132,005 for the year ended December 31, 2020. This decrease was attributable to the decrease in debt discount amortization, financing fees and interest expenses arising from the convertible debt, off set by the impairment of the licensing agreement.

Net Loss

As a result of the above, the Company had a net loss of $868,927 for the year ended December 31, 2021 as compared to $1,286,907 for the year ended December 31, 2020.

Liquidity and Capital Resources

The following table summarizes total current assets, liabilities and working capital at December 31, 2021, compared to December 31, 2020.

	December 31, 2021			December 31, 2020
Current Assets	$	10,220		$	10,380
Current Liabilities	$	1,903,463		$	1,437,176
Working Capital	$	(1,893,243	)	$	(1,426,796	)

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Our working capital deficit was at $(1, 893,243 ) December 31, 2021 as compared to a working capital deficit of $(1,426,796) at December 31, 2020. This increase is primarily attributed to higher accounts payable and accrued liabilities, convertible debt and advances from related parties.

During the year ended December 31, 2021, the Company had a net increase $1,549 compared to a net decrease in cash of $16,632. The Company’s principal sources and uses of funds were as follows:

Cash used in operating activities. For the year ended December 31, 2021, the Company used 343,251 in cash from operating activities as compared to $(456,984) in cash for the year ended December 31, 2209. This decrease was mainly attributed to in increase the net loss.

Cash used in investing activities. For the year ended December 31, 2021, the Company used $0 in investing activities as compared to cash from investing activities of $0 for the year ended December 31, 2020.

Cash provided financing activities. For the year ended December 31, 2021 the Company provided $344,800 in financing activities as compared to $440,352 in cash for financing activities for the year ended December 31, 2020. This decrease is primarily the result of a decrease in proceeds from convertible debt, loans payable partially and a decrease in proceeds from the sale of stock.

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.

Results for the Three Months Ended March 31, 2022 Compared To The Three Months Ending March 31, 2021.

Operating Revenues

The Company’s revenues were $285 for the three months ended March 31, 2022, compared to $1,599 for the three months ending March 31, 2021.

Gross Profit

For the three months ended March 31, 2022, the Company’s gross profit was ($6,158) compared to ($4,249) for the three months ending March 31, 2021.

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

General and Administrative Expenses

For the three months ended March 31, 2022, general and administrative expenses were $74,341 compared to $38,277 for the three months ending March 31, 2021.

Advertising Expense

For the three months ended March 31, 2022, advertising expenses were $28,774 compared to $178,206 for the three months ending March 31, 2021.

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Legal and Accounting Expense

For the three months ended March 31, 2022, Legal and Accounting expenses were $31,046 compared to $101,903 for the three months ending March 31, 2021.

 Consulting expense

For the three months ended March 31, 2022, Consulting expenses were $416,600 compared to $51,830 for the three months ending March 31, 2021.

Interest Expense

For the three months ended March 31, 2022, Interest expenses were ($25,105) compared to ($23,310) for the three months ending March 31, 2021.

Net Loss

Our net loss for the three months ended March 31, 2022, was ($582,024) compared to ($397,775) for the three months ending March 31, 2021.

Liquidity and Capital Resources

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

At March 31, 2022, the Company had total current assets of $367,950 compared to $18,639 at December 31, 2021.

At March 31, 2022, the Company had total current liabilities of $2,004,216 compared to $1,903,463 at December 31, 2021.

We had working capital deficit of $1,636,266 as of March 31, 2022, compared to $1,893,243 as of December 31, 2021.

Cashflow from Operating Activities

During the three months ended March 31, 2022, cash provided by (used in) operating activities was ($459,978) compared to ($200,263) for the three months ending March 31, 2021.

Cashflow from Investing Activities

During the three months ended March 31, 2022, cash used in investing activities was $0 compared to $0 for the three months ending March 31, 2021.

Cashflow from Financing Activities

During the three months ended March 31, 2022, cash provided by financing activities was $500,000 compared to $208,800 for the three months ending March 31, 2021.

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.

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Going Concern

Our financial statements for the periods ended March 31, 2022, have been prepared on a going concern basis and Note 6 to the financial statements identifies issues that raise substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Results of Operations - For the Year Ended December 31, 2021 Compared the Year Ended December 31, 2020

Sales

Net sales for year ended December 31, 2021 were $6,938 compared to $26,154 for the year ended December 31, 2020. This decrease is mostly attributed to the covid restrictions and lockdowns.

Gross Profit

Gross profit for the year ended December 31, 2021 was $(61,100) compared to $(280,978) for the year ended December 31, 2020. This decrease in gross profit is primarily due to supply chain issues to secure goods for production.

Selling, General and Administrative Expenses

Total selling, general and administrative expenses were $797,665 for the year ended December 31, 2021 as compared to $873,924 for the year ended December 31, 2020. This decrease is attributed to cutting staff.

Loss from Operations

As a result of the above, the Company had a loss from operations in the amount of $858,765 for the year ended December 31, 2021 as compared to $1,154,902 for the year ended December 31, 2020.

Net Loss

As a result of the above, the Company had a net loss of $868,927 for the year ended December 31, 2021 as compared to $1,286,907 for the year ended December 31, 2020.

Liquidity and Capital Resources

The following table summarizes total current assets, liabilities and working capital at December 31, 2021, compared to December 31, 2020.

	December 31, 2021			December 31, 2020
Current Assets	$	10,220		$	10,380
Current Liabilities	$	1,903,463		$	1,437,176
Working Capital	$	(1,893,243	)	$	(1,426,796	)

Our working capital deficit was $(1,893,243) at December 31, 2021 as compared to a working capital deficit of ($1,426,796) at December 31, 2020. This increase is primarily attributed to higher accounts payable and accrued liabilities, convertible debt and advances from related parties.

During the year ended December 31, 2020, the Company had a net decrease in cash of $1,549. The Company’s principal sources and uses of funds were as follows:

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Cash used in operating activities. For the year ended December 31, 2021, the Company used $(343,251) in cash from operating activities as compared to $(456,984) in cash for the year ended December 31, 2020. This decrease was mainly attributed to in increase the net loss.

Cash used in investing activities. For the year ended December 31, 2021, the Company used $0 in investing activities as compared to cash from investing activities of $0 for the year ended December 31, 2020.

Cash provided financing activities. For the year ended December 31, 2021 the Company provided $344,800 in financing activities as compared to $440,352 in cash for financing activities for the year ended December 31, 2020. This decrease is primarily the result of an decrease in proceeds from convertible debt, loans payable partially and a decrease in proceeds from the sale of stock.

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.

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, 2021, the Company had outstanding convertible debt in the amount of $543,004. See note 9 in the notes to the financial statements for the terms and conversion features.

Loans Payable

The Company has loans payable related party of $0 and related accrued interest of $0, at December 31, 2021.

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, 2021, the Company had a stockholders’ deficit of $1,966,719. As of December 31, 2021, the Company had $1,801 cash on hand and $543,004 in convertible debt and loans payable. 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, 2021 and for the year ended December 31, 2020 we had $0 and $0 respectively in R&D expense.

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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 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, 2021, the company had an accumulated deficit of ($4,589,932). 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 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 year ended December 31, 2021 and for the year ended December 31, 2020 we had $6,938 and $26,154 respectively in revenue from the sale of our products.

Income Taxes

Federal Income taxes are not currently due since we have had losses since inception. On December 22, 2017 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018. The Company will compute its income tax expense for the period January 30, 2018 (inception) through December 31, 2021 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.

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As of December 31, 2021, we had a net operating loss carry-forward of approximately $(4,589,932) and a deferred tax asset of $963,886 using the statutory rate of 21%. The deferred tax asset may be recognized in future periods, not to exceed 20 years. However, due to the uncertainty of future events we have booked valuation allowance of $(963,886). FASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At December 31, 2021 the Company had not taken any tax positions that would require disclosure under FASB ASC 740.

Stock-Based Compensation

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

Long Lived Assets

Periodically the Company assesses potential impairment of its long-lived assets, which include property, equipment and acquired intangible assets, in accordance with the provisions of ASC Topic 360, “Property, Plant and Equipment.” The Company recognizes impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying values. An impairment loss would be recognized in the amount by which the recorded value of the asset exceeds the fair value of the asset, measured by the quoted market price of an asset or an estimate based on the best information available in the circumstances. For the year ended December 31, 2020, an impairment loss of $10,000 was recognized on a licensing agreement and recorded to other income (expense). For the year ended December 31, 2021, an impairment loss of $20,000 was recognized on a Patent acquisition and recorded to other income (expense). There were no other such losses recognized for the year ended December 31, 2021.

Property, Equipment and Intangible Assets

Property and equipment are carried at cost, less accumulated depreciation. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Intangible assets consist of acquired web site domains and web site content and are carried at cost, less accumulated amortization. Depreciation and amortization is provided principally on the straight-line basis method over the estimated useful lives of the assets.

Recently Issued Accounting Standards

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

FASB ASU 2016-02 “Leases (Topic 842)” – In February 2016, the FASB issued ASU 2016-02, which requires lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. Lessor accounting is similar to the current model but has been updated to align with certain changes to the lessee model and the new revenue recognition standard. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We have adopted the above ASU as of December 31, 2019.

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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.

Selected Financial Data

Not applicable.

Item 3. Quantitative and Qualitative Disclosures of Market Risk

Not applicable.

Item 4. Controls and Procedures

We carried out an evaluation required by the Securities Exchange Act of 1934 (the “1934 Act”), under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the 1934 Act, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were ineffective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

During the most recent fiscal quarter, the company has made substantial upgrades its accounting software and hired new outside bookkeepers. The company has also recently hired a new consulting firm specializing in SEC accounting in order to act as an intermediary by overseeing the review, preparation and formatting of all financial materials before it is received by our SEC auditing firm. The purpose of these changes are to materially affect our ability to become a timely filer with any materials either required or as a voluntary filer, going forward. These changes are reasonably likely to positively affect the timeliness of our internal controls as it relates to financial reporting without the addition of new employees.

Our new disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives as specified above. Management does not expect, however, that our disclosure controls and procedures will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

Competition

Our future success depends, in part, upon our ability to develop products and achieve market share at the expense of existing and more established and future products in the relevant target markets. Existing and future products will compete directly with our products. Competing products may provide greater benefits or may offer comparable performance at a lower cost in the future.

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Management recognizes that competition in the development of performance beverages is intense. Most competitors have significantly longer operating histories, more advanced technology and greater financial resources.

Additionally, most of our competitors have significantly greater experience in

· Developing beverages;

· Formulating and manufacturing beverages; and

· Launching, marketing, distributing and selling beverages.

Companies that we are in competition with include, but are not limited to Gatorade, Powerade, Body Armor, CytoMax and others. We believe that we could possibly compete with these companies because we have a proprietary formulation, several unique methods and novel technological approaches that could potentially allow us to reach proposed targets and develop additional formulations with improved properties.

Employees

Currently, we do not have any 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. The company anticipates co n verting several sales consultants into full time employees in the third quarter of 2022. We may continue to 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.

Research and Development

The Company spent $0 on research and development activities in 2021 and 2020.

Properties

At the time of this filing, the Company’s CEO, Joey Firestone, leases office space on a monthly bases for the operations, and tangible assets, other than inventory, consists of general office equipment and computers. Our expansion plans are in the preliminary stages with no formal negotiations being conducted. Most likely no expansions will take place until additional revenues can be achieved, or additional capital can be raised to help offset the costs associated with any expansion.

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 litigation may be in order for trademark infringement.

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MANAGEMENT OF ELITE PERFORMANCE HOLDINGS CORPORATION

Directors and Executive Officers

The following table and text sets forth the names and ages of all our directors and executive officers and our key management personnel as of March 31, 2022. 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	39	Chief Executive Officer and Chairman	2018
David Sandler	53	Chief Operating Officer
Laya Clark	47	Director	2018

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 12 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.

Da vid 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 an top expert in his field.

Laya Clark, Director

Laya Clark has served as a Director since February of 2018 and works with some of the largest ingredient suppliers in the industry, including IMCD (formerly ET Horn), Compound Solutions, and DuPont Danisco. Mr. Clark’s experience includes product knowledge of an array of bioactive ingredients that can add clinically documented health enhancing effects. Works with some of the largest ingredient suppliers in the industry and has over 21 years of marketing and sales experience in sports nutrition. Mr. Clark also has valuable manufacturing knowledge and maintains key industry contacts. He plays a key role in identifying key ingredients that provide differentiating value to products by supporting immune, digestive, cardiovascular, and/or bone health. Mr. Clark is a graduate of Amherst College with a B.B.A. and a Masters in Sport Management from the University of Massachusetts.

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.

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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.

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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.

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.

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We have not had a bonus, profit sharing, or deferred compensation plan for the benefit of employees, officers or directors. We have not paid full salaries or other compensation to officers, directors or employees for the year 2018. We expect that directors will defer any compensation until such time as the company is in a better financial position and will strive to have the business opportunity provide their remuneration.

There are no family relationships between any of our executive officers and Directors.

Executive Compensation

The following table presents information regarding compensation of our principal executive officer, for services rendered during years ended 2020 and 2021, respectively.

Name and Principal Position	Fiscal Year	Salary ($)(1)(2)		Incentive ($)(3)		Option Awards ($)(4)		All Other Compensation $(5)	Total ($)
Joey Firestone	2020	$	125,000		-		-	$	$	125,000
CEO, CFO & Chairman	2021	$	100,000		-		-	$	$	100,000

_________ 

(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 2020 and 2019 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

None. We have not entered into any incentive stock and award plans.

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.

Compensation of Directors

We currently limit the compensation of our directors for their service. In the future, we may compensate our directors with cash compensation and for reasonable out-of-pocket expenses in attending board of directors’ meetings and for operating/promoting our business.

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Related Party Transactions

Accounts and Notes Payable related party

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

For the Year ended December 31, 2019, Jon McKenzie advanced a total of $2,000 for operating expenses of the company, which was added to the addendum. Interest expense for this note for the year ended December 31, 2020, and the year ended December 31, 2021, was $12,294 and $7,897 respectively.

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

For the year ended December 31, 2019, and 2020, 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, 2020, and 2021, we had an outstanding balance due of $65,922 and $101,922 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, 2020, and 2021, we had an outstanding balance due of $4,500 and $4,500 respectively, which is included in accounts payable related party.

As of December 31, 2021, we had outstanding balances due to Joey Firestone of $37,316 for un-reimbursed business expenses. We also had an outstanding balance due to Joey Firestone of $115,000 for consulting services, which is included in accounts payable related party.

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

34

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information known to the Company with respect to the beneficial ownership as of December 31, 2021, 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)	Number of shares owned		Share type/class	Ownership Percentage of Class Outstanding(1)			Note
Joey Firestone	Owner , Officer, Director	Miami, FL		5,000,000	Preferred		50	%		1
Laya Clark	Director	Simi Valley , CA		0			0	%
David Sandler	Officer	Denver, CO		0			0	%
Jon McKenzie	Owner	Pahrump, NV		5,000,000	Preferred		50	%		1
Officers and Directors As a Group				10,000,000	Preferred		100	%

1.) Joey Firestone and Jon McKenzie each own 5,000,000 shares of Series A Preferred Stock , 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 and Mr. McKenzie 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 1^st Ave Suite M704 Miami, FL 33137.

(2)Based on a total of 111,001,300 shares of common stock outstanding as of the dat e of this filing.

(3) Joey Firestone and Jon McKenzie each own 5,000,000 shares of the Company’s Super Voting Series A Preferred Stock, which gives him majority voting control of the Company.

35

PLAN OF DISTRIBUTION

Plan of Distribution for Elite Performance Holdings Corporation’s

Public Offering of 15,000,000 Shares of Common Stock

This is a self-underwritten (“best-efforts”) offering. This prospectus is part of a registration statement that permits our officers and directors to sell the shares being offered by the Company directly to the public, with no commission or other remuneration payable to them for any shares they may sell. Presently, we expect that our officers and directors will personally contact existing shareholders, friends, family members and business acquaintances and inform them about the offering. In addition, we may market the offering to institutional investors through our officers and directors. We may also offer our shares of common stock through brokers, dealers or agents, although we have no current plans or arrangements to do so. The company has been contacted by multiple financial institutions, as well as fielded interest from existing shareholders that give the company assurance as to the marketability of its shares to these identified parties.

This offering (for both the Company and the selling stockholders) will terminate on the date which is 180 days from the effective date of this prospectus, although we may close the offering on any date prior if the offering is fully subscribed or upon the vote of our board of directors.

In offering the securities on our behalf, our officers and directors will rely on the safe harbor from broker dealer registration set forth in Rule 3a4-1 under the Exchange Act. The officers and directors will not register as broker-dealers pursuant to Section 15 of the Exchange Act, in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an issuer may participate in the offering of the Issuer’s securities and not be deemed to be a broker-dealer. In that regard, we confirm that:

a. None of our officers or directors are subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act;

b. None of our officers or directors will be compensated in connection with their participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in the common stock;

c. None of our officers or directors is or will be, at the time of his participation in the offering, an associated person of a broker-dealer; and

d. Our officers and directors meet the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that each (A) primarily perform substantial duties for or on our behalf, other than in connection with transactions in securities, and (B) is not a broker or dealer, or has been an associated person of a broker or dealer, within the preceding 12 months, and (C) has not participated in selling and offering securities for any issuer more than once every 12 months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii) of Rule 3a4-1.

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None of our officers or directors, control persons or affiliates intend to purchase any shares in this offering.

Regulation M

During such time as we may be engaged in a distribution of any of the shares we are registering by this registration statement, we are required to comply with Regulation M. In general, Regulation M precludes the selling security holder, any affiliated purchasers and any broker-dealer or other person who participates in a distribution from bidding for or purchasing or attempting to induce any person to bid for or purchase, any security which is the subject of the distribution until the entire distribution is complete. Regulation M defines a “distribution” as an offering of securities that is distinguished from ordinary trading activities by the magnitude of the offering and the presence of special selling efforts and selling methods. Regulation M also defines a “distribution participant” as an underwriter, prospective underwriter, broker, dealer or other person who has agreed to participate or who is participating in a distribution.

Regulation M under the Exchange Act prohibits, with certain exceptions, participants in a distribution from bidding for or purchasing, for an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution. Regulation M also governs bids and purchases made in order to stabilize the price of a security in connection with a distribution of the security. We have informed the selling stockholders that the anti-manipulation provisions of Regulation M may apply to the sales of their shares offered by this prospectus.

DESCRIPTION OF CAPITAL STOCK

The following description of our capital stock is a summary of the material terms of our capital stock. This summary is subject to and qualified in its entirety by our Articles of Incorporation and Bylaws, and by the applicable provisions of Nevada law. 

Our authorized capital stock consists of 500,000,000 shares, including 465,000,000 shares of common stock, $0.0001 par value per share, of which 111,001,300  shares are issued and outstanding as of the date hereof, and (ii) 35,000,000 shares of preferred stock, including 10,000,000 shares of Series A preferred stock, of which 10,000,000 of Series A preferred stock are issued and outstanding. 5,000,000 are held by the Company’s officer and director, Joey Firestone and 5,000,000 are held by C o-Founder Jon McKenzie as of the date hereof.

Common Stock

The Board of Directors is authorized to issue, without stockholder approval, any authorized but unissued shares of our common stock. Each share of our common stock is entitled to share pro rata in dividends and distributions with respect to our common stock when, as and if declared by the Board of Directors from funds legally available, therefore. No holder of any shares of common stock has any preemptive right to subscribe for any of our securities. Upon our dissolution, liquidation or winding up, the assets will be divided pro rata on a share-for-share basis among holders of the shares of common stock after any required distribution to the holders of preferred stock, if any. All shares of common stock outstanding are fully paid and non-assessable.

Voting Rights

Holders of common stock are entitled to one vote per share on all matters voted on generally by the stockholders, including the election of directors, and, except as otherwise required by law or except as provided with respect to any series of preferred stock, the holders of the shares possess all voting power. The holders of shares of our common stock do not have cumulative voting rights in connection with the election of the Board of Directors, which means that the holders of more than 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.

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Liquidation Rights

Subject to any preferential rights of any series of preferred stock, holders of shares of common stock are entitled to share ratably in our assets legally available for distribution to our stockholders in the event of our liquidation, dissolution or winding up.

Absence of Other Rights

Holders of common stock have no preferential, preemptive, conversion or exchange rights.

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.

Voting Rights

Holders of each 1 share of preferred stock are entitled to the equivalent of 20 votes on all matters voted on generally by the stockholders, including the election of directors. This means that the holders of our Series A Preferred Stock have “super voting” rights, such that Joey Firestone effectively can outvote all others on all matters voted on generally by the stockholders.

Liquidation Rights

In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, subject to the rights of any other series of Preferred Stock that are in existence or may, from time to time, come into existence, the assets of the Company available for distribution to stockholders shall be distributed ratably among the holders of the Series A Super Voting Preferred Stock and the Corporation’s common stock, par value $0.0001 per share (“Common Stock”), with each outstanding share of the Series A Super Voting Preferred Stock being entitled to receive an amount or value equal to the amount to be distributed to fifty shares of Common Stock.

Other Rights

Holders of common stock have no preferential, preemptive, conversion or exchange rights.

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The Preferred Shares also rank senior to any other class of shares of the Company with respect to dividend rights and distribution rights upon the liquidation, winding up or dissolution of the Company.

The issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from acquiring, a majority of our outstanding voting stock.

Mountain Share Transfer, LLC currently serves as transfer agent for the Common Stock and Preferred Stock.

EXPERTS

The audited financial statements of Elite Performance Holding Corp. (the Company) as of December 31, 2021 and 2020 included in this prospectus and in the registration statement have been so included in reliance upon the report of M&K CPAS, PLLC, an independent registered public accounting firm, appearing elsewhere herein and in the registration statement, given on the authority of said firm as experts in auditing and accounting.

LEGAL MATTERS

Matheau J. W. Stout, Esq., of Baltimore, Maryland, will issue to Elite Performance Holdings Corporation its opinion regarding the legality of the common stock being offered hereby. Matheau J. W. Stout, Esq. has consented to the references in this prospectus to its opinion.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of our common stock being offered by this prospectus. This prospectus, which constitutes part of that registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules which are part of the registration statement. Some items included in the registration statement are omitted from the prospectus in accordance with the rules and regulations of the SEC. For further information with respect to us and the common stock offered in this prospectus, we refer you to the registration statement and the accompanying exhibits and schedules filed therewith. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement.

A copy of the registration statement and the accompanying exhibits and any other document we file may be inspected without charge at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549 and copies of all or any part of the registration statement may be obtained from this office upon the payment of the fees prescribed by the SEC. The public may obtain information on the operation of the public reference facilities in Washington, D.C. by calling the SEC at 1-800-SEC-0330. Our filings with the SEC are available to the public from the SEC’s website at www.sec.gov.

Upon effectiveness of the registration statement of which this prospectus is a part, we will be subject to the information and periodic reporting requirements of the Exchange Act and, in accordance therewith, we will file periodic information and other information with the SEC. All documents filed with the SEC are available for inspection and copying at the public reference room and website of the SEC referred to above.

39

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

C O N T E N T S

Financial Statements:
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets - December 31, 2021 and 2020	F-3
Consolidated Statements of Operations for the Years Ended December 31, 2021 and December 31, 2020.	F-4
Consolidated Statements of Stockholders’ Equity (Deficit) from January 1, 2020 to December 31, 2021	F-5
Consolidated Statements of Cash Flows - Years Ended December 31, 2021 and December 31, 2020	F-6
Notes to Consolidated Financial Statements	F-7

Consolidated Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021	F-16
Consolidated Statements of Operations for the Three Months ended March 31, 2022 and 2021 (unaudited).	F-17
Consolidated Statements of Stockholders’ Equity (Deficit) for the Three Months ended March 31, 2022 and 2021 (unaudited).	F-18
Consolidated Statements of Cash Flows for the Three Months ended March 31, 2022 and 2021 (unaudited).	F-19
Notes to Consolidated Financial Statements	F-20

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

Elite Performance Holding Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Elite Performance Holding Corp. (the Company) as of December 31, 2021 and 2020, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2021, 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, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 6 to the consolidated financial statements, the company has recently accumulated significant losses from operations and has negative working capital, which raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 6. 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 audits 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 the significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe 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 was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters 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 6 to the consolidated financial statements, the company has recently accumulated significant losses from operations and has negative working capital, which raise substantial doubt about its ability to continue as a going concern

Auditing management’s evaluation of a going concern can be a significant judgment given the fact that the Company uses management estimates on future revenues and expenses, which are difficult to substantiate. To evaluate the appropriateness

of the going concern, we examined and evaluated the financial information along with management’s plans to mitigate the going concern and management’s disclosure on going concern.

s/ M&K CPAS, PLLC

M&K CPAS, PLLC

We have served as the Company’s auditor since 2018

Houston, TX

May 26, 2022 

F-2

Elite Performance Holding Corp.

Consolidated Balance Sheets

	December 31,			December 31,
	2021			2020
ASSETS
CURRENT ASSETS
Cash	$	1,801		$	252
Inventory		8,419			10,128
Total Current Assets		10,220			10,380
Patents		-			-
TOTAL ASSETS	$	10,220		$	10,380
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable		787,152			609,505
Accounts payable and accrued expenses related party		373,849			222,738
Accrued expenses		199,458			106,982
Convertible note payable (net of debt discount)		543,004			497,951
Total Current Liabilities		1,903,463			1,437,176
Longterm Liabilities
PPP Loan		95,485			201,352
Total longterm liabilities		95,485			201,352
Total Liabilities		1,998,948			1,638,528
Commitments and Contingencies		-			-
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock; $0.0001 par value, 35,000,000 shares authorized, 10,000,000 shares issued and outstanding as of December 31, 2021 and December 31, 2020 respectively		1,000			1,000
Common stock; $0.0001 par value, 465,000,000 shares authorized, 98,971,300 and 84,738,300 issued and outstanding as of December 31, 2021 and December 31, 2020		9,896			8,472
Shares to be issued		5,000			13,803
Additional paid-in capital		2,585,308			2,069,582
Accumulated deficit		(4,589,932	)		(3,721,005	)
Total Stockholders’ Equity (Deficit)		(1,988,728	)		(1,628,148	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	10,220		$	10,380

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

F-3

Elite Performance Holding Corp.

Consolidated Statements of Operations

for the years ended December 31,

	2021			2020
REVENUES	$	6,938		$	26,154
COST OF GOODS SOLD		68,038			307,132
GROSS PROFIT		(61,100	)		(280,978	)
OPERATING EXPENSES
Legal and accounting		125,671			63,228
Advertising		57,124			258,292
Consulting		321,965			339,508
General and administrative		292,905			212,896
Total Operating Expenses		797,665			873,924
OPERATING LOSS		(858,765	)		(1,154,902	)
OTHER INCOME (EXPENSE)
Gain on forgiveness of PPP loan		105,867			-
Loss on impairment of assets		(20,000	)		(10,000	)
Interest expense		(96,029	)		(122,005	)
Total Other Income (Expense)		(10,162	)		(132,005	)
NET LOSS	$	(868,927	)	$	(1,286,907	)
BASIC AND DILUTED NET LOSS PER COMMON SHARE	$	(0.01	)	$	(0.02	)
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		95,357,059			67,891,464

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

F-4

Elite Performance Holding Corp. 

Consolidated Statement of Stockholders’ Equity (Deficit)

for the years ended December 31, 2021 and 2021

																		Total
									Shares			Additional						Stockholders’
	Common Stock				Preferred Stock				to be			Paid-in			Accumulated			Equity
	Shares		Amount		Shares		Amount		Issued			Capital			Deficit			(Deficit)
Balance December 31, 2019		64,924,300	$	6,492		10,000,000	$	1,000	$	856,722		$	641,317		$	(2,434,098	)	$	(928,567	)
Subscription shares issued for cash		19,254,000		1,924		-		-		(962,700	)		960,776			-		$	(0	)
Shares issued for finance fees		400,000		40		-		-		-			19,960			-			20,000
Shares to be issued for services		-		-		-		-		30,781			-			-			30,781
Subscriptions received		-		-		-		-		89,000			-			-			89,000
Shares issued for services		160,000		16		-		-		-			7,984			-			8,000
Related party debt forgiveness		-		-		-		-		-			439,545			-			439,545
Net loss		-		-		-		-		-			-			(1,286,907	)		(1,286,907	)
Balance December 31, 2020		84,738,300	$	8,472		10,000,000	$	1,000	$	13,803		$	2,069,582		$	(3,721,005	)	$	(1,628,148	)
Shares issued for subscriptions		4,176,000		418		-		-		-			208,382			-			208,800
Shares issued for services		3,287,000		329		-		-		(3,803	)		164,021			-			160,547
Shares issued for license from to be issued		200,000		20		-		-		(10,000	)		9,980			-			-
Shares issued for patents		400,000		40		-		-		-			19,960						20,000
Shares issued for licensing agreement		5,000,000		500		-		-		-			(500	)					-
Shares issued for commitment fee		60,000		6		-		-		-			2,994						3,000
Reg D subscriptions		1,110,000		111		-		-		-			110,889						111,000
Shares to be issued for liability settlement										5,000									5,000
																-			-
Net loss		-		-		-		-		-			-			(868,927	)		(868,927	)
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	)

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

F-5

Elite Performance Holding Corp.

Consolidated Statements of Cash Flows

for the years ended December 31,

	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(868,927	)	$	(1,286,907	)
Items to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		3,053			58,921
Shares issued for services		160,547			28,781
Gain on forgiveness of PPP Loan		(105,867	)		-
Impairment of licensing agreement		20,000			10,000
Changes in operating assets and liabilities
(Increase) / decrease in Inventory		1,709			142,202
(Increase) / decrease in prepaid expenses		-			2,638
Increase in accounts payable - Related party		151,111			145,781
Increase in accounts payable and accrued expenses		295,123			441,600
Net Cash Used in Operating Activities		(343,251	)		(456,984	)
CASH FLOWS FROM INVESTING ACTIVITIES
		-			-
Net Cash Used in Investing Activities		-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from PPP loan		-			201,352
Proceed from convertible debt		25,000			-
Proceeds from notes payable		24,000			150,000
Repayments of notes payable		(24,000	)		-
Proceeds from Sale of stock		319,800			89,000
Net Cash Provided by Financing Activities		344,800			440,352
Increase (Decrease) in Cash		1,549			(16,632	)
		252			16,884
CASH AT END OF PERIOD	$	1,801		$	252
Supplemental Information:
Interest Paid		-			-
Taxes		-			-
Supplemental Non-Cash Information:
Shares issued for commitment fees	$	3,000		$	20,000
Shares to be issued for accounts payable forgiveness	$	5,000		$	-
Shares issued for stock payable	$	13,803		$	962,770.00
Shares issued for patents		20,000
Convertible note issued for accounts payable	$	20,000		$	-
Forgiveness of RPT debt, interest, and AP	$	-		$	439,545.00
shares issued for licensing comtract	$	500		$	10,000

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

F-6

Elite Performance Holding Corp.

 Consolidated Notes to the Financial Statements

 For the year ended December 31, 2021

NOTE 1- GENERAL

Business Overview

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

The mission of Elite Performance Holdings Corp. is to aggressively seek and acquire companies with niche products that are first to market and can be exploited in the 35 billion dollar 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.

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

Our Products and Services

Elite Beverages will offer a first to market functional beverage that redefines hydration and performance drinks using a patented amino/carbohydrate combination. The SmartCarb® technology blend provides a unique benefit of hydration, endurance and sustained energy without caffeine, the crash of sugars, and without artificial flavors or colors making it the ideal sports beverage for health-conscious consumers and serious athletes alike. BYLT® will introduce two flavors upon launch while planning to strategically introduce additional 6 flavors to support the launch after three to nine months of operation. These flavors will include Raspberry lemonade, Tropical Punch, Lemon Lime, Green Apple, Watermelon, Grape, Orange and Fruit Punch.

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

F-7

NOTE 2 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. Licenses are capitalized at their acquisition cost if that cost exceeds the relevant threshold. As of December 31, 2021, the company had an accumulated deficit of ($4,589,932). The continuation of the Company as a going concern is dependent upon the continued financial support from its management, its ability to generate profits from the Company’ s future operations, identify future investment opportunities and obtain the necessary debt or equity financing. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Accounting Methods

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

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts and operations of the Company, and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in preparing the consolidated financial statements. The Company has made certain reclassification adjustments to conform prior periods’ Consolidated Financial Statements and Notes to the Consolidated Financial Statements to the current presentation.

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 three months or less to be cash equivalents.

Accounts Receivable

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

Inventory

Inventories are valued at the lower of weighted average cost or market value. Our industry experiences change 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 or expensed to cost of goods sold. As of December 31, 2021, and December 31, 2020, we had no reserve for potentially obsolete inventory. We had $8,419 and $10,128 in inventory as of December 31, 2021, and December 31, 2020.

Prepaid Expenses

We had $0 and $0 in prepaid inventory and insurance as of December 31, 2021, and December 31, 2020 respectively.

Basic and Diluted Loss Per Share

The Company presents both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method, and convertible securities, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company had net losses as of December 31, 2021, so the diluted EPS excluded all dilutive potential shares in the diluted EPS because their effect is anti-dilutive. As of December 31, 2021, the company had $545,250 in convertible notes plus accrued interest of $158,914 that may be converted into 14,083,283 shares of common stock. We also had 100,000 shares valued at $.05, to be issued as of December 31, 2021.

F-8

Fair Value of Financial Instruments

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

Research and Development

Research and development costs are expensed as incurred. Research and development expenses primarily consist of salaries and benefits for research and development employees, stock-based compensation, consulting fees, lab supplies, and regulatory compliance costs. For the Year ended December 31, 2021, and for the year ended December 31, 2020 we had $0 and $0 respectively in R&D expense.

Use of Estimates

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

Revenue Recognition

Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products 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 online sales with the primary stream 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, 2021 and for the year ended December 31, 2020 we had $6,938 and $26,154 respectively in revenue from the sale of our products.

Income Taxes

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

On December 22, 2017, H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018. The Company will compute its income tax expense for the for the year ended December 31, 2021, 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, 2021, we had a net operating loss carry-forward of approximately $(4,589,932) and a deferred tax asset of $963,886 using the statutory rate of 21%. The deferred tax asset may be recognized in future periods, not to exceed 20 years. However, due to the uncertainty of future events we have booked valuation allowance of $(963,886). 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, 2021, the Company had not taken any tax positions that would require disclosure under FASB ASC 740.

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

	December 31, 2021			December 31, 2020
Deferred tax assets:
Deferred tax assets	$	963,886		$	781,411
Valuation allowance		(963,886	)		(781,411	)
Net deferred tax asset	$	-		$	-

F-9

Stock-Based Compensation

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

Long Lived Assets

Periodically the Company assesses potential impairment of its long-lived assets, which include property, equipment and acquired intangible assets, in accordance with the provisions of ASC Topic 360, “Property, Plant and Equipment.” The Company recognizes impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying values. An impairment loss would be recognized in the amount by which the recorded value of the asset exceeds the fair value of the asset, measured by the quoted market price of an asset or an estimate based on the best information available in the circumstances. For the year ended December 31, 2020, an impairment loss of $10,000 was recognized on a licensing agreement and recorded to other income (expense). For the year ended December 31, 2021, an impairment loss of $20,000 was recognized on a Patent acquisition and recorded to other income (expense). There were no other such losses recognized during the Years ended December 31, 2021 and December 31, 2020.  

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 are provided principally on the straight-line basis method over the estimated useful lives of the assets.

Recently Issued Accounting Standards

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

Update 2019-08—Compensation—Stock Compensation (Topic 718) In June 2018, the Board issued Accounting Standards Update No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, as part of its Simplification Initiative. This Update is effective for companies with fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Adoption of this ASU on January 1, 2020 did not have a material effect on our consolidated financial statements.

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

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

NOTE 3 - RELATED PARTY TRANSACTIONS

Accounts and Notes Payable related party

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

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

F-10

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

For the year ended December 31, 2021, and 2020, 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, 2021, and 2020, we had an outstanding balance due of $101,922 and $65,922 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, 2021, and 2020, we had an outstanding balance due of $4,500 and $4,500 respectively, which is included in accounts payable related party.

As of December 31, 2021, we had outstanding balances due to Joey Firestone of $37,431 for un-reimbursed business expenses. We also had an outstanding balance due to Joey Firestone of $115,000 for consulting services, $114,583 for salary and advances of $413, which is included in accounts payable related party.

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

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

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

NOTE 4 - COMMON STOCK AND COMMON STOCK WARRANTS

Common Stock

The Company has authorized a total of 400,000,000 Shares of Common Stock par value $0.0001 as of the December 31, 2017 audit for Elite Beverage International. However, Elite Performance Holding Corp. is now the successor company and as of December 31, 2020 now reflects 465,000,000 (Four Hundred Sixty-Five Million) shares authorized par value $0.0001. For the period ended December 31, 2017, the Elite Beverage International Corp. issued 100,000,000 shares of Common Stock for $19,000 to its management.

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

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

Shares Registered in the S-1 Registration Statement

As of December 31, 2021, the company has raised $1,250,200 (25,000,000 shares issued and 0 of shares to be issued) through a registered offering for $1,250,000 which was registered with the SEC through an S1 registration statement which went effective on April 23, 2019.

Restricted Shares issued

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

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

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

F-11

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 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 September 30, 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 at a per share price of $.10.

As of December 31, 2021, we had 98,971,300 common shares outstanding.

Common Stock Warrants

None.

NOTE 5 - 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 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.

F-12

 NOTE 6 - GOING CONCERN

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

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

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

NOTE 7 – ACQUISITIONS

Stock Exchange Agreement – Elite Beverage International Corp.

On February 2, 2018, the Company closed on an Stock Exchange Agreement (“SEA”) with Elite Beverage International Corp. 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 International Corp., 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.

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 Holdings Corp. and Elite Beverage International Corp. were and continue to be 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.

As the assets acquired were from an entity under common control, the assets from Elite Beverage International Corp. have been combined at historical cost for all periods presented, with no step-up in basis. See below for the recognition entry for the stock issued for the acquisition:

Additional paid-in-capital		6,000
Common stock, based on par value of $0.0001	$	(5,000	)
Preferred stock, based on par value of $0.0001	$	(1,000	)

Also pursuant to ASC Section 805-50-45, financial statements and financial information presented for the period ended have been retrospectively adjusted to furnish comparative information. Therefore, the accompanying combined financial statements as of and for the period from January 30, 2018 (inception) to December 31, 2019 present the combined financial position and results of operations of the Company and Elite Beverage International Corp. despite the acquisition occurring on February 2, 2018.

Intercompany transactions occurred on or after January 30, 2018 have been eliminated. Likewise, for the period from January 30, 2018 through February 2, 2018, effects of any intra-entity transactions (between the Company and Elite Beverage International Corp.) have been eliminated, resulting in operations for the period prior to Acquisition date essentially being on the same basis as operations post Acquisition date.

F-13

NOTE 8 – NOTE PAYABLE

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

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.

During the year of 2021, the Company received $24,000 proceeds from a non-convertible, non-interest bearing loan from a non-related party that was repaid in full on November, 5 2021.

NOTE 9 – CONVERTIBLE NOTES PAYABLE AND 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 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, we amortized $27,378 during the year ended December 31, 2019 and $301 for the year ended December 31, 2020 and $0 for the year ended December 31, 2021 had an outstanding balance of $0 as of December 31, 2021. On May 14, 2019 we paid $5,000 of principal on this note and as of December 31, 2021 the outstanding balance was $152,500.

On December 4, 2019, we entered into a convertible promissory note in the amount of $189,000, with an interest rate of 8% per annum and a maturity date of December 4, 2020. The note carries a prepayment feature or is convertible 180 days from the date of the note, at a fixed price of $.05 or if publicly traded at the rate of the lessor of $.05 or the lowest of 65% of the lowest closing bid price for 3 trading days previous to the conversion or based on any subsequent financings with better terms to other investors. This note included an original discount fee of $9,000, we amortized $616 during the year ended December 31, 2019 and $8,384 during the year ended December 31, 2020 and $0 during the year ended December 31, 2021. As of December 31, 2021 the balance on this debt discount was $0. 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. As of December 31, 2021 the balance on this debt discount was $0. The outstanding balance on this note as of December 31, 2021, was $189,000.

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.We amortized $26,452 and $1,048 during the years ended December 31, 2020 and 2021 respectively and the convertible note had an outstanding balance of $157,500 as of December 31, 2021.

On July 21, 2021 we issued a convertible promissory note to Hillyer Group LLC. in the amount of $26,250 with an interest rate of 8% per annum and a maturity date of July 21, 2022. The note carries a prepayment feature or is convertible 180 days from the date of the note, at a fixed price of $.05 or if publicly traded at the rate of the lessor of $.05 or the lowest of 65% of the lowest closing bid price for 3 trading days previous to the conversion or based on any subsequent financings with better terms to other investors. On July 21, we agreed to issued 60,000 shares of common stock in consideration for the execution of this note, which were subsequently issued on October 1, 2021. These shares are restricted and subject to SEC Rule 144. These shares were valued at $3,000 and recorded to debt discount. We amortized $1,458 of the debt discount for the year ended December 31, 2021, leaving a balance of $1,542. This note also included an original discount fee of $1,250 recorded to debt discount, we amortized $547 recorded to interest expense during the year ended December 31, 2021 with a balance of $703. The outstanding balance on the note was $26,250 as of December 31, 2021.

On September 16, 2021 we issued a convertible promissory note to Stout LLC. in the amount of $20,000 with an interest rate of 12% per annum and a maturity date of September 16, 2022. The note carries a prepayment feature or is convertible 180 days from the date of the note, at a fixed price of $.05 or if publicly traded at the rate of the lessor of $.05 or the lowest of 65% of the lowest closing bid price for 3 trading days previous to the conversion or based on any subsequent financings with better terms to other investors. The outstanding balance on the note was $20,000 as of December 31, 2021.

F-14

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

NOTE 10 - COMMITMENTS AND CONTINGENCIES

None

NOTE 11 - CONCENTRATIONS

 Concentration of Major Customers

As of December 31, 2021, the Company’s trade accounts receivables $0 and no concentrations. For the year ended December 31, 2021, the Company received approximately 98% of its revenue from online sales.

As of December 31, 2020, the Company’s trade accounts receivables were $0 and no concentrations. For the year ended December 31, 2020, the Company received approximately 41% of its revenue from one customer.

NOTE 12 - INVENTORY

As of December 31, 2020, the Company’s inventory was $10,128, which consisted of $10,128 in raw material and $0 in finished goods.

As of December 31, 2021, the Company’s inventory was $8,419, which consisted of $8,419 in raw material and $0 in finished goods.

NOTE 13 - SUBSEQUENT EVENTS

Management evaluated subsequent events as of the date of the financial statements pursuant to ASC TOPIC 855, and reported the following events:

As of December 31, 2021 to May 1, 2022, the Company has issued a total of 8,390,000 shares of common stock. Issuances were a combination of Reg D shares and restricted shares issued to consultants, endorsing athletes and debt conversion.

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.

F-15

Elite Performance Holding Corp.

Consolidated Balance Sheets

	March 31,			December 31,
	2022			2021
ASSETS
CURRENT ASSETS
Cash	$	41,823		$	1,801
Inventory		316,877			8,419
Prepaid expenses		9,250			-
Total Current Assets		367,950			10,220
TOTAL ASSETS	$	367,950		$	10,220
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable	$	828,898		$	787,152
Accounts payable and accrued expenses related party		409,749			373,849
Convertible note payable (net of debt discount)		544,067			543,004
Total Current Liabilities		2,004,216			1,903,463
Longterm Liabilities
PPP Loan		95,485			95,485
Total longterm liabilities		95,485			95,485
Total Liabilities		2,099,701			1,998,948
Commitments and Contingencies		-			-
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock; $0.0001 par value, 35,000,000 shares authorized, 10,000,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021 respectively		1,000			1,000
Common stock; $0.0001 par value, 465,000,000 shares authorized, 107,361,300 and 98,971,300 issued and outstanding as of March 31, 2022 and December 31, 2021		10,736			9,896
Shares to be issued		5,000			5,000
Additional paid-in capital		3,423,469			2,585,308
Accumulated deficit		(5,171,956	)		(4,589,932	)
Total Stockholders’ Equity (Deficit)		(1,731,751	)		(1,988,728	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	367,950		$	10,220

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

F-16

Elite Performance Holding Corp.   

 Consolidated Statements of Operations   

for the three months ended March 31,   

	2022			2021
REVENUES	$	285		$	1,599
COST OF GOODS SOLD		6,443			5,848
GROSS PROFIT		(6,158	)		(4,249	)
OPERATING EXPENSES
Legal and accounting		31,046			101,903
Advertising		28,774			178,206
Consulting		416,600			51,830
General and administrative		74,341			38,277
Total Operating Expenses		550,761			370,216
OPERATING LOSS		(556,919	)		(374,465	)
OTHER INCOME (EXPENSE)
Interest expense		(25,105	)		(23,310	)
Total Other Income (Expense)		(25,105	)		(23,310	)
NET LOSS	$	(582,024	)	$	(397,775	)
BASIC AND DILUTED NET LOSS PER COMMON SHARE	$	(0.01	)	$	(0.01	)
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		102,789,744			65,180,344

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

F-17

Elite Performance Holding Corp.

Consolidated Statement of Stockholders’ Equity (Deficit)

For the three months ended March 31, 2021

(unaudited)

																Total
									Shares		Additional					Stockholders’
	Common Stock				Preferred Stock				to be		Paid-in		Accumulated			Equity
	Shares		Amount		Shares		Amount		Issued		Capital		Deficit			(Deficit)
Balance December 31, 2020		84,738,300	$	8,472		10,000,000	$	1,000	$	13,803	$	2,069,582	$	(3,721,005	)	$	(1,628,148	)
Shares issued for Services		3,042,000		305		-		-		-		151,795		-			152,100
Shares issued for subscriptions		4,176,000		418		-		-		-		208,382		-			208,800
Net loss		-		-		-		-		-		-		(397,775	)		(397,775	)
Balance March 31, 2021		91,956,300	$	9,195		10,000,000	$	1,000	$	13,803	$	2,429,759	$	(4,118,780	)	$	(1,665,023	)

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

F-18

Elite Performance Holding Corp.

Consolidated Statement of Stockholders’ Equity (Deficit)

For the three months ended March 31, 2022

(unaudited)

																	Total
									Shares		Additional						Stockholders’
	Common Stock				Preferred Stock				to be		Paid-in			Accumulated			Equity
	Shares		Amount		Shares		Amount		Issued		Capital			Deficit			(Deficit)
Balance December 31, 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		5,000,000		500		-		-		-		499,500						500,000
Shares issued for services		3,390,000		340						-		338,662						339,001
Net loss		-		-		-		-		-		-			(582,024	)		(582,024	)
Balance March 31, 2022		107,361,300	$	10,736		10,000,000	$	1,000	$	5,000	$	3,423,469		$	(5,171,956	)	$	(1,731,751	)

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

F-19

Elite Performance Holding Corp.   

Consolidated Statements of Cash Flows   

for the three months ended March 31,   

(unaudited)   

	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(582,024	)	$	(397,775	)
Items to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		1,063			1,049
Shares issued for services		339,001			152,100
Changes in operating assets and liabilities
(Increase) / decrease in accounts receivable		-			-
(Increase) / decrease in Inventory		(308,458	)		-
(Increase) / decrease in prepaid expenses		(9,250	)		-
Increase in accounts payable - Related party		35,900			30,333
Increase in accounts payable and accrued expenses		63,790			14,030
Net Cash Used in Operating Activities		(459,978	)		(200,263	)
CASH FLOWS FROM INVESTING ACTIVITIES
		-			-
Net Cash Used in Investing Activities		-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Bank overdraft		-			-
Proceed from convertible debt		-			-
Proceeds from notes payable		-			-
Repayments of notes payable		-			-
Proceeds from Sale of stock		500,000			208,800
Net Cash Provided by Financing Activities		500,000			208,800
Increase (Decrease) in Cash		40,022			8,537
CASH AT BEGINING OF PERIOD		1,801			252
CASH AT END OF PERIOD	$	41,823		$	8,789
Supplemental Information:
Interest Paid		-			-
Taxes		-			-

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

F-20

Elite Performance Holding Corp.

 Consolidated Notes to the Financial Statements

 For the period from

 December 31, 2021 through March 31, 2022 (unaudited)

Note 1- GENERAL

Business Overview

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

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

Elite Beverage International is a 100% wholly owned subsidiary of Elite Performance Holding Corp. Elite Beverage is currently producing a first of its kind functional sports beverage. Beyond Your Limit Training (B.Y.L.T.) 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.

BYLT Performance, LLC is a wholly owned subsidiary of Elite Beverage International Corp. and currently holds all if the trademarks and intellectual property for the company.

The statement “backed by science” is in reference to clinical studies that show how the ingredients found in B. Y.L.T. Sports Drink enhance performance in athletes. These studies can be found at the following link:

https://www.sec.gov/Archives/edgar/data/1753681/000175368118000030/clinicalstudies.htm

The FDA does not give approv als for food, beverages or dietary supplements . However, our third - party manufacturer is a registered FDA food and beverage facility . As a sports drink, B.Y.L.T. is not subject to any type of FDA approval.

Our Products and Services

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

F-21

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 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 March 31, 2022 the company had an accumulated deficit of ($5,171,956). The continuation of the Company as a going concern is dependent upon the continued financial support from its management, its ability to generate profits from the Company’ s future operations, identify future investment opportunities and obtain the necessary debt or equity financing. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Accounting Methods

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

Cash and Cash Equivalents

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

Accounts Receivable

We grant credit to our customers located within the United States of America; and do not require collateral. Our ability to collect receivables is affected by economic fluctuations in the geographic areas and industries served by us. The allowance for doubtful trade receivables was $0 as of March 31, 2022.

Inventory

Inventories are valued at the lower of weighted average cost or market value. Our industry experiences changes in technology, changes in market value and availability of raw materials, as well as changing customer demand. We make provisions for estimated excess and obsolete inventories based on regular audits and cycle counts of our on-hand inventory levels and forecasted customer demands and at times additional provisions are made. Any inventory write offs are charged to the reserve account. As of March 31, 2022, and December 31, 2021 we had no reserve for potentially obsolete inventory. As of March 31, 2022, and December 31, 2021 we had $316,877 and $8,419 in inventory.

F-22

Basic and Diluted Loss Per Share

The Company presents both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method, and convertible securities, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company had net losses as of March 31, 2022, so the diluted EPS excluded all dilutive potential shares in the diluted EPS because their effect is anti-dilutive. As of March 31, 2022, the company had $545,250 in convertible notes that may be converted into 10,905,000 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.

Research and Development

Research and development costs are expensed as incurred. Research and development expenses primarily consist of salaries and benefits for research and development employees, stock-based compensation, consulting fees, lab supplies, and regulatory compliance costs. We had $0 research and development R&D expense during the three months ended March 31, 2022.

Use of Estimates

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

Revenue Recognition

Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. 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 three months ended March 31, 2022 and for the three months ended March 31, 2022 we had $285 and $1,599 respectively in revenue from the sale of our products.

Income Taxes

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

On December 22, 2017 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018. The Company will compute its income tax expense for the period January 01, 2021 through December 31, 2021 using a Federal Tax Rate of 21%.

F-23

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 March 31, 2022, we had a net operating loss carry-forward of approximately $(5,171,956) and a deferred tax asset of $1,086,111 using the statutory rate of 21%. The deferred tax asset may be recognized in future periods, not to exceed 20 years. However, due to the uncertainty of future events we have booked valuation allowance of $(1,086,111). FASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At March 31, 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 March 31, 2022 and December 31, 2021:

	March 31, 2022			December 31, 2021
Deferred tax assets:
Deferred tax assets:	$	1,086,111		$	963,866
Valuation allowance		(1,086,111	)		(963,866	)
Net deferred tax asset	$	-		$	-

Stock-Based Compensation

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

Long Lived Assets

Periodically the Company assesses potential impairment of its long-lived assets, which include property, equipment and acquired intangible assets, in accordance with the provisions of ASC Topic 360, “Property, Plant and Equipment.” The Company recognizes impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying values. An impairment loss would be recognized in the amount by which the recorded value of the asset exceeds the fair value of the asset, measured by the quoted market price of an asset or an estimate based on the best information available in the circumstances. For the year ended December 31, 2020, an impairment loss of $10,000 was recognized on a licensing agreement and recorded to other income (expense). For the year ended December 31, 2021, an impairment loss of $20,000 was recognized on a Patent acquisition and recorded to other income (expense). There were no other such losses recognized for the year ended December 31, 2021.There were no such losses recognized during the three months ended March 31, 2022.

F-24

Property, Equipment and Intangible Assets

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

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

Recently Issued Accounting Standards

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

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

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

NOTE 3 - RELATED PARTY TRANSACTIONS

Accounts and Notes Payable related party

For the three months ended March 31, 2022, and 2021, we had $9,000 and $9,000 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 March 31, 2022, we had an outstanding balance due of $110,922, which is included in accounts payable related party.

As of March 31, 2022, we had outstanding balances due to Joey Firestone of $37,430 for un-reimbursed business expenses. We also had an outstanding balance due to Joey Firestone of $115,000 for consulting services, $145,833 for salary and advances of $564, 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 $.0001 per share) shares to be issued in the amount of $500 which were issued April 29, 2021.

F-25

NOTE 4 - COMMON STOCK AND COMMON STOCK WARRANTS

Common Stock

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

Shares Registered in the S-1 Registration Statement

As of March 31, 2022, the company has raised $1,250,000 (25,000,000 shares issued and 0 of shares to be issued) through a registered offering for $1,250,000 which was registered with the SEC through an S1 registration statement which went effective on April 23, 2019.

Restricted Shares issued

On January 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 at a per share price of $.10.

In the three months ended March 31, 2022 we issued 5,000,000 common subscription shares to accredited investors for subscription agreements in the amount of $500,000.

In the three months ended March 31, 2022 we issued 3,390,000 shares for services in the amount of $339,001 valued at $0.10 per share.

Common Stock Warrants

None.

NOTE 5 - 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 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.

F-26

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

NOTE 6 - GOING CONCERN

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

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

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

NOTE 7 – NOTE PAYABLE

On April 30, 2020 Elite Beverage International was approved for a loan for $201,352 through the Payment Protection Program with an interest of 0.98% per annum and a maturity date of April 23, 2022. Forgiveness in the amount of $105,868 was given on September 2, 2021. As of February 9, 2022, a notification was received that the SBA has paid off the balance of the PPP loan with the lender and once a formal confirmation is obtained amount will be removed.

NOTE 8 – 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 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, we amortized $27,378 during the year ended December 31, 2019 and $301 for the year ended December 31, 2020 and $0 for the year ended December 31, 2021 had an outstanding balance of $0 as of March 31, 2022. On May 14, 2019 we paid $5,000 of principal on this note and as of March 31, 2022 the outstanding balance was $152,500.

On December 4, 2019, we entered into a convertible promissory note in the amount of $189,000, with an interest rate of 8% per annum and a maturity date of December 4, 2020. The note carries a prepayment feature or is convertible 180 days from the date of the note, at a fixed price of $.05 or if publicly traded at the rate of the lessor of $.05 or the lowest of 65% of the lowest closing bid price for 3 trading days previous to the conversion or based on any subsequent financings with better terms to other investors. This note included an original discount fee of $9,000, we amortized $616 during the year ended December 31, 2019 and $8,384 during the year ended December 31, 2020 and $0 during the year ended December 31, 2021. As of December 31, 2021, the balance on this debt discount was $0. 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. As of March 31, 2022, the balance on this debt discount was $0. The outstanding balance on this note as of March 31, 2022, was $189,000.

F-27

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. We amortized $26,452 and $1,048 during the years ended December 31, 2020 and 2021 respectively and $753 or the three months ended March 31, 2022 and the convertible note had an outstanding balance of $157,500 as of March 31, 2022.

On July 21, 2021 we issued a convertible promissory note to Hillyer Group LLC. in the amount of $26,250 with an interest rate of 8% per annum and a maturity date of July 21, 2022. The note carries a prepayment feature or is convertible 180 days from the date of the note, at a fixed price of $.05 or if publicly traded at the rate of the lessor of $.05 or the lowest of 65% of the lowest closing bid price for 3 trading days previous to the conversion or based on any subsequent financings with better terms to other investors. On July 21, we agreed to issued 60,000 shares of common stock in consideration for the execution of this note, which were subsequently issued on October 1, 2021. These shares are restricted and subject to SEC Rule 144. These shares were valued at $3,000 and recorded to debt discount. We amortized $1,458 of the debt discount for the year ended December 31, 2021 and $750 for the three months ended March 31, 2022 leaving a balance of $1,542. This note also included an original discount fee of $1,250 recorded to debt discount, we amortized $547 recorded to interest expense during the year ended December 31, 2021 with a balance of $703 and $310 for the three months ended March 31, 2022 with a balance of $792. The outstanding balance on the note was $26,250 as of March 31, 2022.

On September 16, 2021 we issued a convertible promissory note to Stout LLC. in the amount of $20,000 with an interest rate of 12% per annum and a maturity date of September 16, 2022. The note carries a prepayment feature or is convertible 180 days from the date of the note, at a fixed price of $.05 or if publicly traded at the rate of the lessor of $.05 or the lowest of 65% of the lowest closing bid price for 3 trading days previous to the conversion or based on any subsequent financings with better terms to other investors. The outstanding balance on the note was $20,000 as of March 31, 2022.

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

Total interest expense including discount amortization on the above notes for the 3 months ended March 31, 2022 was $25,105.

NOTE 9 - SUBSEQUENT EVENTS

In accordance with ASC 855, the Company has analyzed its operations subsequent to March 31, 2022 through the date these financial statements were issued and has reported the following events:

As of March 31, 2022 to June 10, 2022, the Company has issued a total of 3,640,000 shares of common stock. Issuances were a combination of Reg D shares and restricted shares issued to consultants, endorsing athletes and debt conversion.

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.

F-28

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The Registrant estimates that expenses in connection with the distribution described in this Registration Statement will be as shown below. All expenses incurred with respect to the distribution will be paid by the Company.

Expense
SEC Registration Fee:	$	139.47
Blue Sky fees and expenses:	$	1,000.00
Legal fees and expenses:	$	10,000.00
Accounting fees and expenses:	$	20,000.00
Printing expenses		-
*Total	$	31,139.47

_____________________

Item 14. Indemnification of Directors and Officers

See the Bylaws of the Company as shown on Exhibit 3.3 herein.

Agreements

We intend to enter into compensation agreements with selected officers and directors, pursuant to which we will agree, to the maximum extent permitted by law, to defend, indemnify and hold harmless the officers and directors against any costs, losses, claims, suits, proceedings, damages or liabilities to which our officers and directors become subject to which arise out of or are based upon or relate to our officers and directors engagement by the Company.

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Item 15. Recent Sales of Unregistered Securities

Convertible Notes

On January 7, 2019, we issued a convertible promissory note to David Stoccardo in the amount of $157,500 with an interest rate of 8% per annum and a maturity date of January 8, 2020. The note carries a prepayment feature or is convertible 180 days from the date of the note, at a fixed price of $.05 or if publicly traded at the rate of the lessor of $.05 or the lowest of 65% of the lowest closing bid price for 3 trading days previous to the conversion or based on any subsequent financings with better terms to other investors. On January 17, 2019 the Company issued 400,000 shares of common stock in consideration for the execution of this note. These shares restricted and subject to SEC Rule 144. These shares were valued at $20,000. This note also included an original discount fee of $ $7,500, we amortized $27,378 during the year ended December 31, 2019 and $301 for the year ended December 31, 2020 and $0 for the year ended December 31, 2021 had an outstanding balance of $0 as of March 31, 2022. On May 14, 2019 we paid $5,000 of principal on this note and as of March 31, 2022 the outstanding balance was $152,500.

On December 4, 2019, we entered into a convertible promissory note in the amount of $189,000, with an interest rate of 8% per annum and a maturity date of December 4, 2020. The note carries a prepayment feature or is convertible 180 days from the date of the note, at a fixed price of $.05 or if publicly traded at the rate of the lessor of $.05 or the lowest of 65% of the lowest closing bid price for 3 trading days previous to the conversion or based on any subsequent financings with better terms to other investors. This note included an original discount fee of $9,000, we amortized $616 during the year ended December 31, 2019 and $8,384 during the year ended December 31, 2020 and $0 during the year ended December 31, 2021. As of December 31, 2021, the balance on this debt discount was $0. 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. As of March 31, 2022, the balance on this debt discount was $0. The outstanding balance on this note as of March 31, 2022, was $189,000.

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. We amortized $26,452 and $1,048 during the years ended December 31, 2020 and 2021 respectively and $753 or the three months ended March 31, 2022 and the convertible note had an outstanding balance of $157,500 as of March 31, 2022.

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

41

On July 21, 2021 we issued a convertible promissory note to Hillyer Group LLC. in the amount of $26,250 with an interest rate of 8% per annum and a maturity date of July 21, 2022. The note carries a prepayment feature or is convertible 180 days from the date of the note, at a fixed price of $.05 or if publicly traded at the rate of the lessor of $.05 or the lowest of 65% of the lowest closing bid price for 3 trading days previous to the conversion or based on any subsequent financings with better terms to other investors. On July 21, we agreed to issued 60,000 shares of common stock in consideration for the execution of this note, which were subsequently issued on October 1, 2021. These shares are restricted and subject to SEC Rule 144. These shares were valued at $3,000 and recorded to debt discount. We amortized $1,458 of the debt discount for the year ended December 31, 2021 and $750 for the three months ended March 31, 2022 leaving a balance of $1,542. This note also included an original discount fee of $1,250 recorded to debt discount, we amortized $547 recorded to interest expense during the year ended December 31, 2021 with a balance of $703 and $310 for the three months ended March 31, 2022 with a balance of $792. The outstanding balance on the note was $26,250 as of March 31, 2022.

On September 16, 2021 we issued a convertible promissory note to Stout LLC. in the amount of $20,000 with an interest rate of 12% per annum and a maturity date of September 16, 2022. The note carries a prepayment feature or is convertible 180 days from the date of the note, at a fixed price of $.05 or if publicly traded at the rate of the lessor of $.05 or the lowest of 65% of the lowest closing bid price for 3 trading days previous to the conversion or based on any subsequent financings with better terms to other investors. The outstanding balance on the note was $20,000 as of March 31, 2022.

During the period from January 1, 2020 through March 31, 2022, we have issued the following securities which were not registered under the Securities Act. 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:

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 at a per share price of $.10.

42

In the three months ended March 31, 2022 we issued 200,000 common shares for the conversion of $5,000 in accounts payable.

In the three months ended March 31, 2022 we issued 5,000,000 common subscription shares to accredited investors for subscription agreements in the amount of $500,000.

In the three months ended March 31, 2022 we issued 3,190,000 shares for services in the amount of $319,001.

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 stock subscriptions to accredited individuals.

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

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

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

On August 01, 2020, the Company entered into an Exclusivity Agreement between its wholly owned subsidiary Elite Beverage International Corp. and Bruce Kneller for exclusive rights on a patented SmartCarb® technology (US Patent Application No. 16/785,498.) This Agreement gives the Company first right of refusal to purchase the technology upon issuance of its patent for 200,000 (valued at $.05 per share) shares to be issued in the amount of $10,000. Which were issued April 20, 2021. As of September 30, 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 in 2020 and are reflected as shares to be issued.

In the month of November 2021, the company filed a Regulation D Offering under 506(b) with the SEC under the Securities Act of 1933 to r aise an additional $1,500,000 to relaunch our product after the COVID-19 lockdowns. The company satisf ies all requirements for exemption as a “Safe Harbor” un der Regulation D of the Securities Act of 1933 .

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Item 16. Exhibits and Financial Schedules

The exhibits and financial statement schedules filed as part of this registration statement are as follows:

a. Financial Statements

1.	Audited Financial Statements and Notes for the periods ended December 31, 2021 and 2020.
2.	Unaudited Financial Statements and Notes for the period ended March 31, 2022.

b. Exhibits

 _______________

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)
5.1	Opinion of Matheau J. W. Stout Regarding Legality of the Securities Being Registered
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)
10.14	Form of Subscription Agreement
23.1	Consent of Law Office of Matheau J. W. Stout, Esq. (included in Exhibit 5.1)
23.2	Consent of M&K, CPAS

44

Item 17. Undertakings

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i. To include any prospectus required by Section 10(a) (3) of the Securities Act;

ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

45

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) For determining liability of the undersigned registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

i. Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (Sec. 230-424);

ii. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the registrant;

iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(7) That for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof

(8) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Miami-Dade, State of Florida on August 9, 2022.

	ELITE PERFORMANCE HOLDINGS CORPORATION
Date:   August 9, 2022	/s/ Joey Firestone
	By: Joey Firestone
	Its: Chief Executive Officer;
	Director

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.

Signature	Capacity in Which Signed	Date
/s/ Joey Firestone	Chief Executive Officer	August 9, 2022
Joey Firestone	(Principal Executive Officer and Director)
/s/ Joey Firestone	Chief Financial Officer	August 9, 2022
Joey Firestone	(Principal Accounting and Financial Officer and Director)
/s/ Laya Clark	Director, Secretary	August 9, 2022
Laya Clark

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EX-5.1

EXHIBIT 5.1

MATHEAU J. W. STOUT, ESQ.

ATTORNEY AT LAW

201 INTERNATIONAL CIRCLE	TEL	(410) 429-7076
SUITE 230

HUNT VALLEY, MARYLAND 21030

August 9, 2022

Joey Firestone

Chief Executive Officer

Elite Performance Holdings Corporation

Re: Registration Statement on Form S-1 (the "Registration Statement")

Joey Firestone:

I have acted as counsel to Elite Performance Holdings Corporation (the "Company") in connection with its filing with the Securities and Exchange Commission of a Registration Statement on Form S-1 (the “Registration Statement”), pursuant to the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to the proposed sale of up to 15,000,000 shares of common stock held by the Company (the “Shares”).

In connection therewith, I have examined and relied upon original, certified, conformed, photostat or other copies of (a) the Articles of Incorporation and Bylaws of the Company; (b) Resolutions of the Board of Directors of the Company; (c) the Registration Statement and the exhibits thereto; and (d) such corporate records of the Company, certificates of public officials, certificates of officers of the Company and other documents, agreements and instruments as I have deemed necessary as a basis for the opinions herein contained. In all such examinations, I have assumed the genuineness of all signatures on original documents, and the conformity to originals or certified documents of all copies submitted to us as conformed, photostat or other copies. In passing upon certain corporate records and documents of the Company, I have necessarily assumed the correctness and completeness of the statements made or included therein by the Company, and I express no opinion thereon.

Based on my examination mentioned above, I am of the opinion that the 15,000,000 shares of common stock held by the Company, when issued, will be legally and validly issued, fully paid and non-assessable.

I am an attorney admitted to practice in Maryland. I am familiar with the applicable provisions of the Nevada Revised Statutes, the applicable provisions of the Nevada Constitution and reported judicial decisions interpreting these laws, and I have made such inquiries with respect thereto as I consider necessary to render this opinion with respect to a Nevada corporation. This opinion letter is opining upon and is limited to the current federal securities laws of the United States and, Nevada law, including the statutory provisions, all applicable provisions of the Nevada Constitution and reported judicial decisions interpreting those laws, as such laws presently exist and to the facts as they presently exist. I express no opinion with respect to the effect or applicability of the laws of any other jurisdiction.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to my firm under the caption "Legal Matters" in the prospectus forming a part of the Registration Statement. In giving such consent, I do not thereby admit that I am included within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations promulgated thereunder.

Sincerely,

/s/ Matheau J. W. Stout

Matheau J. W. Stout

EX-10.6

  EXHIBIT 10.6

Final

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT ("Agreement"), dated as of February 1, 2021 (the "Effective Date"), is between Elite Performance Holding, Corp, a Nevada corporation (the "Company"), and Joey Firestone (the "Employee").

RECITALS

A. The Company desires to employ the Employee, and the Employee has agreed to be employed by the Company in accordance with and subject to the terms of this Agreement.

NOW, THEREFORE, in consideration of the covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, the Company and Employee agree as follows:

TERMS

1. Employment. The Company hereby employs the Employee and the Employee hereby accepts such employment. Subject to the direction of the board or committee of Board of Managers of the Company (the "Board") or its designee, the Employee shall serve as the Chief Executive Officer of the Company and its affiliated subsidiaries listed on Exhibit A attached hereto (collectively, the "Company Entities"). The Employee will faithfully and diligently, and to the best of his ability, exercise his powers and perform such reasonable duties for the Company Entities relating to the Business as the Company requires from time to time. During the Term (as defined below) may be engaged in any other business activity provided such business activity (i) does not conflict with his duties hereunder or (ii) is not competitive with the Business

2. Term. Subject to the provisions of Section 5 of this Agreement, this Agreement shall commence as of the Effective Date and terminate as of the third anniversary of the Effective Date (the "Term"). At the conclusion of the Term, the Term shall automatically renew for up to two (2) additional years renewal terms unless the Company or Employee gives written notice of non-renewal not less than one hundred twenty (120) days prior to the expiration of the then current initial term or renewal term, in which case this Agreement shall expire at the end of the then current initial term or renewal term.

3. Compensation.

3.1 Base Salary. The Company shall pay Employee a base salary of One Hundred Twenty Five Thousand US Dollars ($125,000) on an annual basis for the services Employee performs as an employee of the Company and in accordance with the terms of this Agreement. Employee will have the option to defer the past due salary from the previous year as restricted shares of Elite Performance Holding Corp. common stock at $0.05 each. 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. Salary shall be paid to Employee at such times as employees of the Company are normally paid salary. Salary payments shall be subject to applicable payroll and other taxes required by law to be withheld. Commencing on the first anniversary of the Effective Date, Employee's base salary shall be subject to a five percent (5%) increase on an annual basis. The Board may in its sole discretion and subject to such criteria as it determines, provide bonus compensation to the Employee. Except for his salary and the benefits provided below, the Company shall not be required to pay to Employee any other compensation.

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3.2 Performance Bonus. The Company shall pay Employee a performance bonus added 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

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

3.3 Annual Bonus. As additional compensation, Employee shall have the opportunity to earn a performance-based bonus of up to five percent (5%) of the Employee's then current base salary (the “Annual Bonus”) for each year during the Term of Employee’s employment commencing in the 2021 fiscal year. The Annual Bonus shall be set at a target level determined annually by the Company and shall be based upon Employee’s achievement of specified performance goals for each performance period as determined by the Company.

4. Benefits.

4.1 Generally. Except as otherwise provided herein, the Employee shall be entitled to participate in such benefit plans and programs as are from time to time established and maintained for the benefit of the Company's employees, subject to: (i) any eligibility requirements, (ii) the terms and provisions of the plans or programs, and (iii) the Company's personnel policies. The Employee shall also be entitled to participate in such benefit plans that are made available generally to all of the senior executive officers of the Company, subject to: (i) any eligibility requirements, (ii) the terms and provisions of the plans or programs, and (iii) the Company's personnel policies

4.2 Health Insurance Benefits. The Employee shall be entitled to participate in the Company's healthcare benefit program including any dental and vision care coverage provided by the Company generally to its employees. The Company shall pay the premiums for Employee to participate in such health, dental and vision care benefit plans, however the Employee shall be responsible for all deductibles, copays and other costs related to care provided under such health and dental plans.

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4.3 Cell Phone Reimbursement. The Company shall reimburse the Employee for all cell phone usage charges incurred in connection with the performance of his duties as an employee of the Company subject to delivery of reasonably detailed supporting documentation and compliance with the Company's policies regarding reimbursement of such expenses.

4.4 Vacations. The Employee shall be entitled to three (3) weeks' vacation time on an annual basis, which shall accrue in accordance with the Company's personnel policies. Unused vacation at the end of each anniversary year must be used by June 30^th of the following year.

4.5 Business, Travel and Entertainment Expenses. The Company shall reimburse the Employee for all reasonable business, travel (including mileage) and entertainment expenses incurred by Employee in connection with the performance of his duties as an employee of the Company in accordance with the Company's policies regarding the reimbursement of such expenses.

4.6 Stock/Equity Option. The Employee shall be entitled to participate in such stock/equity option plans for the granting of stock/equity options to purchase Company stock/equity ("Options") and/or other equity and/or cash plans, including any phantom ownership plans implemented from time-to-time by the Company covering Senior Executive level employees in accordance with the terms thereof and subject to the terms of the Company's operating agreement and the terms of such grants as determined by the Board. The Options and the equity reserved for issuance upon execution of the Options have not been registered under the Securities Act of 1933, as amended (the "Act") and may not be sold or transferred in the absence of an effective registration statement under the Act or an opinion of counsel satisfactory to the Company that such registration is not required. For the avoidance of doubt, on or before the Effective Date, Employee was issued 25,000,000 (twenty five million) shares of common and/or preferred stock of the Company (the “Founder Shares”) as a founder of the Company, and not as compensation for any past or future services of the Company. Notwithstanding anything to the contrary in this Agreement, such Founder’s Shares are not Options hereunder and shall not be subject to forfeiture or redemption by the Company for any reason, whatsoever, including, but not limited to any termination of this Agreement for Cause or otherwise, or any breach of this Agreement by the Employee.

4.7 Lock-Up Agreement. In connection with the initial public offering of the Company’s securities registered under the Securities Act of 1933, as amended, Employee agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (including the Shares or any Options) however or whenever acquired ( including those being registered) without the prior written consent of the Company or such underwriters, as the case may be, for 720 days (2 years) from the date of issuance. Employee shall execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of such offering.

4.8

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5. Termination of Employment.

5.1 Certain Definitions. The following terms shall have the following meanings when utilized in connection with this Section 5:

5.1.1 "Cause" shall mean with respect to the Employee:

5.1.1.1 commission of a felony;

5.1.1.2 fraud on the Company, or embezzlement or misappropriation of Company property;

5.1.1.3 gross negligence or willful misconduct in the performance by the Employee of his duties or responsibilities as an employee of the Company;

5.1.1.4 the habitual or recurring failure by the Employee to comply with the Company's policies and procedures in effect from time-to-time that are designed to maintain professional conduct in the workplace;

5.1.1.5 material breach or violation of any or all of the covenants, agreements or obligations of the Employee set forth in this Agreement, other than as the result of the Employee's death or Disability; or

5.1.1.6 the (1) willful misrepresentation to the Board or any executive officer of the Company, or (2) failure to disclose to the Board or any executive officer of the Company information material to the business or operations of the Company.

With respect to the definitions of Cause contained in Sections 5.1.1.3, 5.1.1.4 and 5.1.1.5, Cause shall only arise after written notice of the alleged conduct is provided to Employee and Employee has not cured the alleged conduct to the commercially reasonable satisfaction of the Company within ten (10) days after receipt of said written notice.

5.1.2 "Disability" shall mean any mental or physical illness, condition, disability or incapacity which prevents the Employee from reasonably discharging his duties and responsibilities as an employee of the Company, with or without reasonable accommodations for any period of sixty (60) consecutive days or one hundred and twenty (120) days in the aggregate during any consecutive twelve (12) month period. In the event that any disagreement or dispute shall arise between the Company and the Employee as to whether the Employee suffers from any Disability, then, in such event, the Employee shall submit to the physical or mental examination of a physician licensed under the laws of the State of Florida, who is mutually agreeable to the Company and the Employee, and such physician shall determine whether the Employee suffers from any Disability. In the absence of fraud or bad faith, the determination of such physician shall be final and binding upon the Company and the Employee. The entire cost of such examination shall be paid for solely by the Company. In the event the Company provides disability insurance for Employee, the Employee shall be deemed disabled if he receives or is eligible to receive disability payments under the terms of such policy.

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5.1.3 "Good Reason" shall mean (i) the Company's failure to perform any of its material obligations under this Agreement, which failure has not been cured after ten (10) days' written notice, (ii) any material reduction in Salary other than for Cause or other than as a result of a proportionate decrease in salary taken by all senior executives of the Company including any such proportionate decrease reduction in salary as a result of a Force Majeure Event; (ii) a failure by the Company to re-appoint Employee to serve in the office set forth in Section 1, or removal of Employee from such office or a material reduction in the responsibilities and duties of Employee in such office, except in connection with a termination for Cause, or due to the Employee's death or Disability, (iii) a failure by the Company to pay Employee’s base Salary when due and such failure continues thirty (30) days thereafter excluding any material reduction in Salary as a result of a proportionate decrease in salary taken by all senior executives of the Company as a result of a Force Majeure Event.

5.1.4 "Salary" shall mean, as of a given date, the Employee's then current annual base salary.

5.1.5 "Termination Notice" shall mean a written notice which (i) sets forth the specific provision of this Agreement relied upon to terminate the Employee's employment, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide the basis for the termination of the Employee's employment, and (iii) sets forth a termination date.

5.2 Termination of Employment.

5.2.1 Notwithstanding the provisions of Section 2, this Agreement (i) shall automatically terminate upon the death of the Employee pursuant to the provisions of Section 5.3, (ii) may be terminated at any time by the Company pursuant to the provisions of Sections 5.4 or 5.5, and (iii) may be terminated at any time by the Employee pursuant to the provisions of Section 5.6.

5.2.2 In the event that either the Company or the Employee shall desire to terminate the Employee's employment pursuant to any of the provisions of Sections 5.4, 5.5 or 5.6, then the party desiring to terminate shall provide a Termination Notice to the other party.

5.3 Death of Employee. If during the term of this Agreement the Employee shall die, then the employment of the Employee by the Company shall automatically terminate on the date of the Employee's death. In such event, then not more than thirty (30) days after the date of the Employee's death, the Company shall pay to the Employee's estate or as otherwise directed by the Employee's personal representative, an amount in cash equal to the Employee's accrued and unpaid Salary (subject to any applicable payroll and/or other taxes required by law to be withheld), determined as of the date of the Employee's death.

5.4 Disability of Employee. In the event that at any time during the term of this Agreement the Employee shall suffer a Disability, then the employment of the Employee by the Company may be terminated by the Company as of the date of the Employee's Disability. If a disagreement arises as to whether Employee suffers a Disability, then the Company shall be obligated to continue to pay in the ordinary and normal course of its business to the Employee, the Employee's Salary (subject to any applicable payroll and/or other taxes required by law to be withheld) until such disagreement is resolved pursuant to the procedures set forth in Section

5.1.2. Upon termination of Employee's employment by the Company pursuant to the provisions of this Section 5.4, the Company shall pay to the Employee all accrued and unpaid Salary (subject to any applicable payroll and/or other taxes required by law to be withheld).

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5.5 Termination of Employment by Company.

5.5.1 The Company may terminate this Agreement at any time with Cause. In such event, the Company shall be obligated to continue to pay in the ordinary and normal course of its business to the Employee his Salary (subject to any applicable payroll and/or other taxes required by law to be withheld) through the termination date.

5.5.2 The Company may terminate this Agreement at any time without Cause, provided, however, that in the event of any termination of this Agreement by the Company without Cause prior to end of the Term, Employee shall be eligible to receive the Severance Benefits (defined below). Upon any termination by the Company without Cause, the Company shall pay to the Employee all of the Employee's accrued but unpaid Salary, through the date of termination, and, subject to (i) the execution by the Employee of a release in the form attached hereto as Exhibit B (the "Release") and such Release becoming effective and enforceable pursuant to Section 8 thereof and (ii) continued compliance with the provisions of the Release and Sections 6, 7, 8 and 9 of this Agreement (collectively, subparts (i) and (ii), above, shall be referred to herein as "Severance Conditions"), the (a) Company shall continue to pay the Employee his Salary payable in accordance with Section 3 hereof for the greater of (i) twelve (12) months or (ii) the remainder of the current Term and (b) the Employee shall continue to receive his health insurance benefits provided pursuant to Section 4.2 for the greater of (i) twelve (12) months or (ii) the remainder of the current Term, provided, that, if Employee becomes employed by another employer that provides health insurance benefits to its employees then the health insurance benefit that the Employee receives from the Company shall expire as soon as Employee is eligible to receive health insurance benefits under his new employer's plan (collectively, the "Severance Benefits"). If, at any time during the period in which the Employee is receiving Severance Benefits the Employee breaches the Severance Conditions, then the Employee shall forfeit the remaining Severance Benefits. The Severance Benefits shall be the only severance benefit for which the Employee shall be entitled and Employee shall not otherwise receive any severance benefit under any of the Company's other benefit plans, programs or personnel policies.

5.5.3 The Company may terminate this Agreement due to a Force Majeure Event pursuant to Section 13.5 below and only be obligated to pay through the termination the reduced Salary as provided therein.

5.6 Termination of Employment by Employee.

5.6.1 The Employee may terminate this Agreement at any time for Good Reason if the Company has not cured the cause of such Good Reason within fifteen (15) days of receiving the Termination Notice. Upon termination by the Employee for Good Reason and provided that the Employee is not in breach of the terms of this Agreement, the Company shall pay to the Employee all of the Employee's accrued but unpaid Salary through the date of termination (subject to any applicable payroll and/or other taxes required by law to be withheld) and, subject to satisfaction of the Severance Conditions, the Company shall also provide to the Employee the Severance Benefits. If, at any time during the period in which the Employee is receiving Severance Benefits, the Employee breaches the Severance Conditions, then the Employee shall forfeit the remaining Severance Benefits and all Severance Benefits shall immediately terminate. The Severance Benefits shall be the only severance benefit for which the Employee shall be entitled and Employee shall not otherwise receive any severance benefit under any of the Company's other benefit plans, programs or personnel policies.

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5.6.2 The Employee may terminate this Agreement at any time upon ninety (90) days prior notice without Good Reason. In such event, the Company shall be obligated only to continue to pay in the ordinary and normal course of its business to the Employee his Salary (subject to any applicable payroll and/or other taxes required by law to be withheld) through the termination date.

6. Non-Disparagement. Neither party during the Term, and for one hundred and sixty (160) days thereafter, shall (and shall cause its respective affiliates, employees, principals and agents not to) make any statement to any third party, orally or in writing, that would tend to discredit, ridicule, disparage or adversely affect the reputation of the other party or any of its affiliates, or any of its or their respective principals, businesses or operations.

7. Confidential Information. The Employee has and will continue to receive under the terms of this Agreement (a) knowledge of confidential information, procedures and data, including, but not limited to, analyses regarding expanding the Business into other services and areas and the profitability of providing various services and of servicing particular areas and customers and franchisees, all of which constitute proprietary information of the Company, (b) significant contact with the Company's customers, and suppliers, which are a significant source of the goodwill of the Company, and (c) supervisory authority over a number of the Company's employees whose services as performed for the Company's customers are another significant source of the goodwill of the Company, and Employee agrees that the Company's rights with respect to its proprietary information, the goodwill of its customers, and the goodwill generated by its employees are legitimate interests of the Company which the Company is entitled to protect.

7.1 The Employee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company or the Business (collectively, "Confidential Information") is and shall be the exclusive property of the Company. Confidential Information includes, but is not limited to, those inventions, products, processes, recipes, methods, techniques, formulae, compositions, compounds, projects, developments, plans, research data, financial data, personnel data, computer programs, customer and supplier lists and trade secrets (as defined by applicable law) which the Company has kept confidential, or which are not publicly known or generally used in the nutritional supplements, foods and nutritional beverages industry, including the terms of this Agreement and the Release. However, Confidential Information shall not include information to the extent it (a) is generally known within the nutritional supplements, foods and nutritional beverages industry or becomes generally known to the public other than as a result of a disclosure by Employee in violation of the terms of this Agreement, (b) was known to the Employee prior to the date the Employee was hired by the Company or any of its subsidiaries, Affiliates or its and their predecessors in interest or prior to the date the Employee provided services to the Company or any of its subsidiaries, Affiliates or its and their predecessors in interest, (c) is or becomes available to Employee on a non-confidential basis and the disclosure source is not bound by a confidentiality agreement with the Company or any of its Affiliates or is not otherwise prohibited from transmitting the information by a contractual, legal or fiduciary obligation; or (d) is disclosed on the order of any court of competent jurisdiction. Employee will not disclose any Confidential Information to others outside the Company or use Confidential Information for his own benefit or for the benefit of others except to perform his responsibilities as an employee of the Company under the terms of this Agreement, or use the same for any unauthorized purposes, either during or after his employment, unless and until such Confidential Information has become public without fault by the Employee or constitutes information generally known within the fast casual restaurant industry. If Employee is required by law, regulation, rule, action, or order of any governmental authority or agency to disclose Confidential Information, prior to any such disclosure the Employee shall provide the Company with sufficient advance notice to permit the Company to seek a protective order or similar order with respect to the disclosure of such Confidential Information.

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8. Ownership of Work Results. It is agreed by Employee that all of the work product of the Employee developed while employed by Company including, without limitation any invention, reports, data, prototypes, experiments, research materials and all conclusions, concepts, findings, ideas, recipes, formulae, processes, hypotheses, theories, explanations, methodologies and plans for continuing research and experiments which are directly or indirectly derived from, related to or generated by or through the Employee during his employment by the Company, and solely or directly relate to the Business (the "Work Product"), shall be the sole and exclusive property of Company. Employee agrees that when the Employee leaves the employ of the Company no matter the reason, any and all inventions, Work Product, devices, records, data, notes, reports, proposals, lists, correspondence, specifications, recipes, drawings, blueprints, sketches, materials, equipment, other documents or property, together with all copies thereof (in whatever medium recorded) developed by or in the possession of Employee shall remain the Company's property and shall be delivered to the Company upon termination of the Employee's employment with the Company no matter the reason. The Employee hereby irrevocably assigns to the Company all right, title and interest in and to all Work Product. The Employee agrees to execute any and all assignments reasonably requested by the Company to transfer any Work Product to the Company. The Employee further agrees, whether Employee is in the employ of or under contract with the Company or not, to cooperate to the extent and in the manner reasonably requested by the Company in the prosecution or defense of any patent claims or any litigation or other proceedings involving any Work Product, but Employee's reasonable expenses incurred in connection therewith shall be paid by the Company.

9. Non-Competition and Non-Solicitation. As consideration for and to induce the employment of the Employee by the Company pursuant to this Agreement, the Employee hereby covenants and agrees that he will not:

9.1 Except as provided herein, for the following periods (the "Non- Competition Period"), (i) during the Term and for a period of one year (1) year after the Employee is no longer an employee of the Company if the Employee is terminated for Cause, the Employee terminates his employment without Good Reason, or the Employee's employment is terminated as a result of his Disability or a Force Majeure Event, or (ii) in the case Employee is receiving Severance Benefits for the greater of one (1) year or for as long as any Severance Benefits continue (other than in the event of (A) a breach by the Employee of the Severance Conditions in which case the Non-Competition Period will continue to apply for the period during which the Employee would have received any Severance Benefits if the breach did not occur or (B) upon the delivery of the Lawsuit Termination Notice, in which case the Severance Benefits shall continue but the Non-Competition Period will immediately terminate), Employee will not, directly or indirectly, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by, or render services or advice to, or guarantee any obligation of, any Person engaged (other than the Company) in any nutritional supplements, foods and nutritional beverages business (the "Business") worldwide (the "Territory") provided, that, the foregoing shall not prevent Employee from owning shares or other equity representing up to five percent (5%), of the voting power of the total shares of all classes of stock or other equity outstanding of any entity having securities listed on any U.S. national securities exchange or on any U.S. national stock market. Notwithstanding the foregoing, nothing in this Agreement shall prohibit the Employee from fulfilling its obligations (as they exist as of the date of this Agreement) in connection with employment and/or consulting relationships that exist as of the date of this Agreement.

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9.2 Except as provided herein, for the Non-Competition Period, Employee agrees not to, directly or indirectly (A) induce or attempt to induce any employee of the Company or any Affiliate of the Company to leave the employ of the Company or any Affiliate of the Company; (B) intentionally interfere with the relationship between the Company or any Affiliate of the Company and any employees of the Company or any Affiliate of the Company; (C) employ or otherwise engage as an employee, independent contractor or in any other capacity any employee of the Company or any employee of any Affiliate of the Company holding an officer or manager position with the Company or such Affiliate during such Person's employment or engagement with the Company or any such Affiliate and for one (1) year following termination of such employment or engagement with the Company; or (D) induce or attempt to induce any customer, supplier, distributor, licensee or other Person to cease doing business with the Company or any Affiliate of the Company or intentionally interfere with the relationship between any such customer, supplier, distributor, licensee or other Person and the Company or any Affiliate of the Company; provided, that, the foregoing shall not apply to general solicitations for job positions not specifically directed at any such individual.

10. Remedies. If Employee breaches any of the covenants set forth in Sections 6, 7, 8 or 9 of this Agreement, the Company will be entitled in addition to its right to damages and any other rights it may have, to obtain injunctive or other equitable relief to restrain any breach or threatened breach or otherwise to specifically enforce the provisions of this Agreement, it being agreed that money damages alone would be inadequate to compensate the Company and would be an inadequate remedy for such breach. Employee hereby agrees that any breach of such provisions by Employee will cause irreparable damage to the Company. Employee further agrees to waive any requirement for the securing or posting of any bond in connection with such remedy or, if such bond may not lawfully be waived, it is agreed that such bond shall not exceed $1,000. The prevailing party in any proceeding involving the provisions of Sections 6, 7, 8 or 9 shall be entitled to its reasonable attorney's fees.

10.1 The rights and remedies of the parties to this Agreement are cumulative and not alternative or exclusive.

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10.2 Employee acknowledges that: (i) the Confidential Information is a valuable, special and unique asset; (ii) the provisions set forth in Sections 6, 7, 8 and 9 of this Agreement have been prepared to protect the Company's legitimate business interests and needs with the least possible degree of imposition upon Employee; (iii) the restrictions set forth in Sections 6, 7, 8 and 9 of this Agreement are intended to be reasonable in scope, duration and area, and are intended to be limited as reasonably necessary to protect the Company's legitimate business interests; and (iv) the provisions of Sections 6, 7, 8 and 9 of this Agreement and Employee's compliance therewith are a material inducement to the Company's agreement to enter into this Agreement.

10.3 Employee agrees and acknowledges that the restrictions contained in Sections 6, 7, 8 and 9 are reasonable in scope and duration and are necessary to protect the Company. If any provision of such Sections as applied to the Employee or to any circumstance is adjudged by a court to be invalid or unenforceable, the same will in no way affect any other circumstance or the validity or enforceability of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision, and/or to delete specific words or phrases, and in its reduced form, such provision shall then be enforceable and shall be enforced.

11. Termination of Employment for Change of Control. Notwithstanding the provisions of Section 2 and Section 5 of this Agreement, in the event that there shall occur any Change in Control (as defined below) of the Company and at any time subsequent to the date of any such Change in Control of the Company and prior to the expiration of the term of this Agreement as set forth in Section 2, either (i) the Company shall terminate the employment of the Employee other than as the result of the death, the Disability of the Employee, a Force Majeure Event or for Cause, or (ii) the Employee shall terminate his employment for Good Reason, then, in any such event, not later than the termination date specified in the Termination Notice delivered by the Company to the Employee, or by the Employee to the Company, as the case may be, the Company shall provide to the Employee the Severance Benefits, and Employee's vested and unvested Options shall be governed by the terms of Section 4 of this Agreement. The term "Change in Control of the Company" shall mean (i) a stock sale, merger or consolidation with respect to which persons who were the stockholders of the Company immediately prior to such sale, merger or consolidation do not immediately thereafter own more than fifty percent (50%) of the merged or consolidated entity; or (ii) the sale of all or substantially all of the assets of the Company. In the case where the Change of Control involves the sale of all of the Company's outstanding securities for cash or where the Change of Control involves the sale of all or substantially all of the Company's assets, the Employee's unvested Options shall fully vest immediately upon the consummation of such transactions.

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12. Indemnification of Employee. The Employee shall be indemnified by the Company against third party claims against Employee by reason of his serving as an officer, director, and/or employee of the Company and any subsidiary or Affiliate of the Company to the maximum extent permitted by applicable Florida law and the Employee shall be entitled to advancement of expenses in accordance with the provisions of such section. In addition, the Company shall maintain, for the benefit of the Employee, director and officer liability insurance to the extent available on commercially reasonable terms, and to the extent the Company provides such coverage to its other senior officers and directors.

13. Miscellaneous.

13.1 Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Employee with respect to its subject matter and supersedes all prior negotiations, agreements, understandings and arrangements, both oral and written, between the Company and the Employee with respect to such subject matter.

13.2 Section 409A Compliance. It is the intention of both the Company and the Employee that the benefits and rights to which the Employee is entitled pursuant to this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent that the requirements of Code Section 409A are applicable thereto, and the provisions of this Agreement shall be construed in a manner consistent with that intention. If the Employee or the Company believes, at any time, that any such benefit or right that is subject to Code Section 409A does not so comply, it shall promptly advise the other and shall negotiate reasonably and in good faith to amend the terms of such benefits and rights such that they comply with Code Section 409A (with the most limited possible economic effect on the Employee and on the Company).

13.3 Assignment. This Agreement is a personal contract, which calls for the provision of unique services by Employee. As such, Employee may not assign or delegate his rights and obligations under this Agreement. If Employee attempts to assign or delegate his rights under this Agreement, then, notwithstanding any other provision of this Agreement, Company may immediately and without any right to cure terminate this Agreement for Cause. The rights and obligations of the Company under this Agreement shall inure to the benefit of, and be binding upon, the successors and assigns of the Company.

13.4 Notices. Any and all notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand, or delivered by nationally recognized overnight courier service, next business day delivery, or when sent by telecopier or other electronic means including .pdf and confirmation of receipt is received, as follows:

If to the Company:	Elite Performance Holding, Corp. Attn: CEO/President 7687 Charleston Way Port St. Lucie FL 34986
If to the Employee:	Jon McKenzie 7687 Charleston Way Port St. Lucie FL 34986

or to such other address as either party may from time to time give by written notice to the other.

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13.5 Force Majeure Event. In the event of Force Majeure Event (as defined below), Company shall have the right in addition to all other rights of Company in the Agreement, by notice to Athlete, to postpone the commencement of or suspend the rendition of employment of Employee and/or the running of time hereunder (which shall also apply to all subsequent time periods), which suspension shall commence as of the occurrence of the event. A "Force Majeure Event" is the interruption of or material interference with the preparation, commencement, production, completion, or distribution of materials produced by Company which products are produced and/or distributed or proposed to be produced and/or distributed by Company and its affiliates, by any cause or occurrence beyond the control of Company or Employee as the case may be, including fire, flood, epidemic, earthquake, explosion, accident, riot, war (declared or undeclared), blockade, embargo, act of public enemy, civil disturbance, labor dispute, strike, lockout, inability to secure sufficient labor, power, essential commodities, necessary equipment or adequate transportation or transmission facilities or death or disability of key personnel, other than Employee, rendering services in connection with the materials produced by Company, any applicable law or any act of God.

13.5.1 During the period of any suspension pursuant to this Section 13.5, other than fifty percent (50%) of the compensation due to Employee under Section 3.1 of this Agreement which shall remain payable, no other compensation or other benefits hereunder shall accrue, become payable or be provided to Employee. Subject to Section 9 of this Agreement, Employee may render services to third parties during any Force Majeure Event suspension required by Company, subject to Company's right to require Employee to resume services hereunder upon 48 hours' prior notice. Company shall have the right (exercisable at any time) to extend the period of services of Employee and the running of all periods of time hereunder for a period equal to the period of each such suspension.

13.5.2 If any Force Majeure suspension exceeds six (6) months in total duration, then either Employee or Company may terminate the Agreement at any time, upon thirty (30) days prior written notice.

13.6 Amendments. No amendment or modification of this Agreement shall be valid unless in writing and duly executed by both parties.

13.7 Section References. All references to Sections contained in this Agreement shall be deemed to be references to Sections of this Agreement, except to the extent that any such reference specifically refers to another document. All references to Sections shall be deemed to also refer to all subsections of such Sections, if any.

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13.8 Waiver. The waiver by any party of any breach of any provision of this Agreement shall not operate as nor constitute a continuing waiver or a waiver of any subsequent breach of the same or any other provision of this Agreement.

13.9 Section Headings. The Section headings contained in this Agreement are inserted only as a matter of convenience or reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any of its provisions.

13.10 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida (i.e., without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida). Each of the parties submits to the exclusive jurisdiction of the state and federal courts sitting in Miami-Dade County, Florida, in any proceeding arising out of or relating to this Agreement and agrees that all claims in respect of such proceeding shall be heard and determined in such court. Each of the parties waives any defense of inconvenient forum to the maintenance of any proceeding so brought.

13.11 Counterparts. This Agreement may be executed in counterparts and by facsimile, and other electronic means including .pdf each of which shall be deemed to constitute an original and all of which shall be deemed to be one and the same instrument.

13.12 Construction. The parties acknowledge that each of them has reviewed this Agreement and has consulted with counsel with respect to the execution and delivery of this Agreement and has been fully apprised of its rights and obligations (including but not limited to the obligations of Employee under Sections 6, 7, 8 and 9) under this Agreement and each party agrees that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement. When a reference is made in this Agreement to an article, section, paragraph, clause, schedule or exhibit, such reference shall be deemed to be to this Agreement unless otherwise indicated. Whenever the words "include," "includes," or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." As used herein, words in the singular will be held to include the plural and vice versa (unless the context otherwise requires), words of one gender shall be held to include the other gender (or the neuter) as the context requires, and the terms "hereof," "herein," and "herewith" and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement. Any time period provided for in this Agreement which shall end on a Saturday, Sunday or a legal holiday shall extend to 5:00 p.m. of the next full business day.

13.13 Attorneys' Fees. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, claim, or misrepresentation arising out of or in connection with any of the provisions of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, court costs, and expenses, whether at trial, upon appeal, or during investigation by such prevailing party in prosecuting or defending such legal action or other proceeding.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the Effective Date.

ELITE PERFORMANCES HOLING, CORP
By:	/s/ Joey Firestone
Name:	Joey Firestone
Title:	CEO
EMPLOYEE
By:	/s/ Joey Firestone
Name:	Joey Firestone

[Signature Page to Employment Agreement]

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EXHIBIT A

AFFILIATE COMPANIES / SUBSIDIARIES

Elite Beverage International Corp, a Nevada corporation

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EXHIBIT B

RELEASE OF ALL CLAIMS

THIS RELEASE is made as of this ________ day of ________, 20________, by ________________ ("Employee"), in favor of Elite Performance Holding, Corp, its affiliates and its and their successors and assigns (collectively, the "Company").

WHEREAS, Employee and the Company entered into that certain Employment Agreement, dated as of ________, 20________("Agreement");

WHEREAS, Employee's employment with the Company has terminated as of ________, 20________; and

WHEREAS, in connection with the termination of Employee's employment, under the Agreement, Employee is entitled to certain payments.

NOW, THEREFORE, in consideration of the severance payments and other benefits due Employee under the Agreement ("Severance Benefits"):

1. Employee hereby for himself, and his heirs, agents, executors, successors, assigns and administrators (collectively, the "Related Parties"), intending to be legally bound, does hereby REMISE, RELEASE AND FOREVER DISCHARGE the Company, its affiliates, subsidiaries, parents, joint venturers, and its and their officers, directors, shareholders, members, managers, employees, predecessors, and partners, and its and their respective successors and assigns, heirs, executors, and administrators (collectively, "Releasees") from all causes of action, suits, debts, claims and demands whatsoever in law or in equity, which Employee ever had, now has, or hereafter may have, whether known or unknown, or which the Related Parties may have, by reason of any matter, cause or thing whatsoever, anywhere in the world, from the beginning of time to the date hereof, and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to his employment relationship with Company, the terms and conditions of that employment relationship, and the termination of that employment relationship, including, but not limited to, any claims arising under the Age Discrimination in Employment Act ("ADEA"), as amended, 29 U.S.C. § 621 et seq., the Older Worker's Benefit Protection Act, 29 U.S.C. § 626(f)(1), Title VII of The Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq., the Civil Rights Act of 1871, the Civil Rights Act of 1991, the Americans with Disabilities Act, 42 U.S.C. § 12101-12213, the Rehabilitation Act, and any other claims under any federal, state or local laws, federal or state common law, statute or administrative or regulatory provision, under any theory of liability, including, but not limited to, breach of contract, tort, good faith and fair dealing, unfair termination, and public policy, now or hereafter recognized or conceived, and any claims for attorneys' fees and costs, but not including (i) such claims to payments, benefits and other rights provided Employee under the Agreement, or under any other agreement the terms of which provide for payment or benefits to Employee after the date hereof, (ii) such claims to payments, benefits and other rights provided Employee under any employee benefit plan of the Company in which Employee is a participant (the terms of which plan shall govern the Company's obligation to Employee), and (iii) any claims or rights to indemnification under any agreement with the Company. This Release is effective without regard to the legal nature of the claims raised and without regard to whether any such claims are based upon tort, equity, implied or express contract or discrimination of any sort. Except as specifically provided herein, it is expressly understood and agreed that this Release shall operate as a clear and unequivocal waiver by Employee of any claim for accrued or unpaid wages, benefits or any other type of payment other than as provided under the Agreement. Notwithstanding the foregoing, in the event the Company makes a claim against the Employee other than with respect to a violation of the Severance Conditions (as defined in the Employment Agreement), the foregoing release will not bar the Employee from asserting any defenses or counterclaims to such claims. In addition, such release will not bar the Employee from asserting claims to indemnification pursuant to Section 12 of the Employment Agreement or as a stockholder of the Company or with respect to the exercise of his vested Options.

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2. Employee further agrees and recognizes that he has permanently and irrevocably severed his employment relationship with the Company, that he shall not seek employment with the Company or any affiliated entity at any time in the future, and that the Company has no obligation to employ him in the future.

3. The parties agree and acknowledge that the Agreement, and the settlement and termination of any asserted or unasserted claims against the Released Parties pursuant to the Release, are not and shall not be construed to be an admission of any violation of any federal, state or local statute or regulation, or of any duty owed by any of the Released Parties to Employee.

4. Employee certifies and acknowledges as follows:

(a) That he has read the terms of this Release, and that he understands its terms and effects, including the fact that he has agreed to RELEASE AND FOREVER DISCHARGE all Released Parties from any legal action or other liability of any type related in any way to the matters released pursuant to this Release;

(b) That he has signed this Release voluntarily and knowingly in exchange for the consideration described in the Agreement, which he acknowledges is adequate and satisfactory to him and which he acknowledges is in addition to any other benefits to which he is otherwise entitled;

(c) That he has been and is hereby advised in writing to consult with an attorney prior to signing this Release and he has been advised of his rights to continue his health benefits provided by the Company as required by the Consolidated Omnibus Budget Reconciliation Act (COBRA);

(d) That he does not waive rights or claims that may arise after the date this Release is executed;

(e) That he has been informed that he has the right to consider this Release for a period of 21 days from receipt, and he has executed this Release on the date indicated below after concluding that this Release is satisfactory to him;

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(f) That neither the Company, nor any of its directors, employees, or attorneys, has made any representations to him concerning the terms or effects of this Release other than those contained herein;

(g) That there is no pending claim against the Company and he has not filed, and will not hereafter file, any claim by Employee against the Company relating to his employment and/or cessation of employment with the Company, or otherwise involving facts that relating to his employment with the Company occurred on or prior to the date that Employee has signed this Release, other than a claim that the Company has failed to pay Employee the Severance Benefits or benefits due under the Agreement that Employee is entitled;

(h) That he has not assigned or in any way transferred any claim related to the subject matter of this Release and that he will not allow or assist in such transfer or assignment in the future; and

(i) That he shall continue to be bound by and comply with the confidentiality, work product, proprietary inventions and non-compete provisions contained in the Agreement.

5. This Release and the Agreement constitute the complete understanding between Employee and the Company concerning the subject matter hereof. No other promises or agreements shall be binding unless in writing and signed by Employee and the Company.

6. In the event that any provision or portion of this Release, other than the release language, shall be determined to be invalid or unenforceable for any reason, the remaining provisions or portions of this Release shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.

7. This Release shall be governed by and construed and interpreted in accordance with the laws of the State of Florida without reference to principles of conflict of law.

8. Employee also understands that he has the right to revoke this Release within 7 days after execution by giving written notice to the Company at the address set forth below, and that this Release will not become effective or enforceable until the revocation period has expired:

Elite Performance Holding, Corp

3301 NE 1^st Ave. Suite M704

Miami FL 33137

Attention: CEO

[Signature Page Follows]

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IN WITNESS WHEREOF, and intending to be legally bound hereby, the Employee executes the foregoing Release:

Date:________________, 20________ ______________________________

Name:                                                      

STATE OF FLORIDA	)
	) ss:
COUNTY OF______________	)

The foregoing instrument was sworn to and subscribed before me this ________day of________, 20________, by________________________ who is personally known to me or who has produced________________________ (type of identification) as identification.

NOTARY PUBLIC, STATE OF _________________________________

(Print, Type or Stamp Commissioned Name of Notary Public)

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EX-10.14

EXHIBIT 10.14

ELITE PERFORMANCE HOLDING CORP.

REGULATION D 506(B)

SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT made as of the____day of_________2022 between Elite Performance Holding Corp., a corporation organized under the laws of the State of Nevada, with offices at 3301 NE 1st Ave Suite M704, Miami, Florida 33137 (the “Company”), and the undersigned (the “Subscriber” and together with each of the other subscribers in the Offering (defined below), the “Subscribers”).

WHEREAS, the Company desires to issue up to 10,000,000 shares of its common stock (collectively, the “Shares”) in a private placement (the “Offering”), at a purchase price of $0.10 per Share;

WHEREAS, the minimum investment for each Subscriber of the Offering is $10,000.00;

WHEREAS, the Subscriber is delivering simultaneously herewith a completed confidential investor questionnaire (the “Questionnaire”),

NOW, THEREFORE, for and in consideration of the promises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:

I. SUBSCRIPTION FOR SHARES AND REPRESENTATIONS BY AND COVENANTS OF SUBSCRIBER

1.1. Subscription for Shares. Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such aggregate amount of Shares as is set forth upon the signature page hereof; and the Company agrees to sell such Shares to the Subscriber for said purchase price subject to the Company’s right to sell to the Subscriber such lesser number of Shares as the Company may, in its sole discretion, deem necessary or desirable. The purchase price is payable by wire transfer, or certified or bank checks made payable to “ELITE PERFORMANCE HOLDING CORP.” and delivered contemporaneously with the execution and delivery of this Subscription Agreement to the Company’s address set forth above.

1.2. Reliance on Exemptions. The Subscriber acknowledges that this Offering has not been reviewed by the United States Securities and Exchange Commission (“SEC”) or any state agency because of the Company’s representations that this is intended to be a nonpublic offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”) and state securities laws. The Subscriber understands that the Company is relying in part upon the truth and accuracy of, and the Subscriber’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth herein in order to determine the availability of such exemptions and the eligibility of the Subscriber to acquire the Shares.

1.3. Investment Purpose. The Subscriber represents that the Shares comprising the Shares (the “Securities”) are being purchased for his or her own account, for investment purposes only and not for distribution or resale to others in contravention of the registration requirements of the 1933 Act. The Subscriber agrees that it will not sell or otherwise transfer the Securities unless they are registered under the 1933 Act or unless an exemption from such registration is available.

1.4. Accredited Investor. The Subscriber represents and warrants that the Subscriber an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the 1933 Act, as indicated by its responses to the Questionnaire, and that it is able to bear the economic risk of any investment in the Shares. The Subscriber further represents and warrants that the information furnished in the Questionnaire is accurate and complete in all material respects.

1.5. RISK OF INVESTMENT. THE SUBSCRIBER RECOGNIZES THAT THE PURCHASE OF THE SHARES INVOLVES A HIGH DEGREE OF RISK INCLUDING,

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WITHOUT LIMITATION, ANY AND ALL RISKS DISCUSSED IN THIS SUBSCRIPTION AGREEMENT. AN INVESTMENT IN THE COMPANY AND THE SHARES MAY RESULT IN THE LOSS OF A SUBSCRIBER’S ENTIRE INVESTMENT.

(a) Risk of Loss of Investment. An investment in the Company and the Shares offered hereby involve a high degree of risk. An investment in the Shares is suitable only for investors who can bear a loss of their entire investment.

(b) Value of Shares is Speculative. The terms of this offering have been determined arbitrarily by the Company. There is no relationship between such terms and the Company’s assets, earnings, book value and/or any other objective criteria of value.

(c) Dependence on Net Proceeds; No Minimum Offering. The Company is dependent upon the net proceeds of this Offering to fund its operations. There is no commitment by any person to purchase Shares and there is no assurance that any number of Shares will be sold. Additionally, there is no minimum amount of funds that are required to be raised in order for the Company to accept subscriptions received from investors and the Company may terminate this Offering prior to the expiration of the Offering Period. There is no assurance that the Company will sell a sufficient number of Shares in this Offering on a timely basis or that the net proceeds after payment of debts and other obligations will be adequate for the Company’s needs.

(d) Need for Additional Capital; Additional Private Placement. The net proceeds raised by the Company from this Offering will be used immediately to fund the Company’s current operations. The Company will therefore require significant additional financing shortly after this Offering, regardless of the net proceeds received, in order to satisfy its cash requirements. Upon completion of this offering, the Company may seek to raise additional funds in private placement transactions. However, there is no assurance that it will be able to do so in a timely manner or on terms that will enable it to enter its proposed business on a reasonable basis.

(e) Restrictions on Resale. The Shares are “restricted” securities and may not be resold or otherwise transferred except pursuant to an effective registration statement or an exemption under the 1933 Act and applicable state or “blue sky” laws.

(f) Dependence upon the Company’s Officers and Directors. The Company is dependent upon its officers and directors for the operations and success of the Company. The loss of their services would have a material adverse effect on the Company’s business, financial condition and results of operations.

(g) Capital Structure of the Company. The following sets forth the capital structure of the Company prior to the sale of any Securities in this Offering.

(i) The Company has 500,000,000 authorized shares of capital stock of which, 465,000,000 shares are authorized as Common Stock.

(ii) The Company has 97,826,300 shares of Common Stock issued and outstanding.

(iii) The Company has no other securities currently issued and outstanding and there are no warrants, options or other securities outstanding that are convertible into or exercisable for any securities of the Company.

1.6 [Reserved]

1.7 Information. The Subscriber acknowledges receipt and full and careful review and understanding of this Subscription Agreement with any exhibits thereto (the “Subscription Agreement”) and hereby represents that: (i) it has been furnished by the Company during the course of this transaction with all information regarding the Company which it has requested; and (ii) that it has been afforded the opportunity to ask questions of and receive answers from duly authorized officers of the Company concerning the terms and conditions of the Offering, and any additional information which it has requested.

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1.8 No Representations or Warranties. The Subscriber hereby represents that, except as expressly set forth in the Subscription Agreement, no representations or warranties have been made to the Subscriber by the Company or any agent, employee or affiliate of the Company and in entering into this transaction the Subscriber is not relying on any information other than that contained in the Subscription Agreements and the results of independent investigation by the Subscriber.

1.9 Tax Consequences. The Subscriber acknowledges that this Offering of the Shares may involve tax consequences and that the contents of the Subscription Agreements do not contain tax advice or information. The Subscriber acknowledges that it must retain its own professional advisors to evaluate the tax and other consequences of an investment in the Shares.

1.10 Transfer or Resale. The Subscriber understands that: (a) none of the Securities have been and may not be registered under the 1933 Act or any state securities laws; (b) the Securities may not be offered for sale, sold, assigned, pledged, transferred or otherwise disposed of (each a “Disposition”) unless, prior to effecting any such Disposition (other than any transfer not involving a change in beneficial ownership) (i) there is in effect a registration statement under the 1933 Act covering the Disposition and the Disposition is made in accordance with such registration statement, or (ii) the Subscriber gives written notice to the Company of such Subscriber’s intention to effect a Disposition and such notice shall describe the manner and circumstances of the proposed Disposition, and shall be accompanied by either (A) a written opinion of a legal counsel that a Disposition of the Securities may be made pursuant to an exemption from such registration, or (B) any other evidence reasonably satisfactory to counsel to the Company; and (C) the Company is under no obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any registration exemption thereunder.

1.11 Legends. The Subscriber understands that the certificates or other instruments representing the Securities, (if not held in book entry format) until such time as they have been registered under the 1933 Act, shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such certificates or other instruments):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.

The legend set forth above shall be removed and the Company shall issue a certificate or other instrument without such legend to the holder of the Securities upon which it is stamped, if (a) there is in effect a registration statement under the 1933 Act covering the Disposition and the Disposition is made in accordance with such registration statement or (b) if the Disposition of the Securities is completed in satisfaction of the requirements of Rule 144 of the 1933 Act.

1.12 Validity; Enforcement. If the Subscriber is a corporation, partnership, trust or other entity, the Subscriber represents and warrants that: (a) it is authorized and otherwise duly qualified to purchase and hold the Shares; and (b) that this Subscription Agreement has been duly and validly authorized, executed and delivered and constitutes the legal, binding and enforceable obligation of the undersigned.

1.13 Residency. The Subscriber represents that its principal address is furnished at the end of this Subscription Agreement.

1.14 Foreign Subscriber. If the Subscriber is not a United States person, such Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including: (a) the legal requirements within its jurisdiction for the purchase of the Shares; (b) any foreign exchange restrictions applicable to such purchase; (c) any governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the securities comprising the Shares. Such Subscriber’s subscription and payment for, and his or her continued beneficial ownership of the Shares, will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

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1.15 FINRA Member. The Subscriber acknowledges that if it is a Registered Representative of an FINRA member firm, the Subscriber must give such firm notice required by the FINRA’s Rules of Fair Practice, receipt of which must be acknowledged by such firm on the signature page hereof.

1.16 Confidential Information. The subscriber acknowledges that the information contained in this Subscription Agreement and the related schedules and Exhibits, as well as any other information relating to the Company that has been provided to the Subscriber in connection with this Offering is the confidential and proprietary information of the Company. The Subscriber agrees that he shall not disclose any of said information to any other person, except for his financial and legal advisors, who require such information to advise the Subscriber with respect to his contemplated investment, and in the event that the Subscriber does not invest in this Offering, he shall return all materials provided to him by the Company, including any copies thereof, to the Company.

II. REPRESENTATIONS BY THE COMPANY

The Company represents and warrants to the Subscriber, except as set forth in the disclosure schedules attached hereto:

2.1 Organization and Qualification. The Company is duly organized and validly existing in good standing under the laws of Nevada, and has the requisite power and authorization to own its properties and to carry on its business as now being conducted.

2.2 Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Subscription Agreement and to perform its obligations hereunder, and to issue the Securities in accordance with the terms herein. The execution and delivery of the Subscription Agreement by the Company and the consummation by the Company of the transactions contemplated by the Subscription Agreement, including without limitation the issuance of the Securities, have been duly authorized by the Company’s board of directors and no further consent or authorization is required by the Company, its board of directors or its stockholders. The Subscription Agreement has been duly executed and delivered by the Company, and constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

2.3 Capitalization. Prior to the Initial Closing, the authorized, issued and outstanding securities of the Company (including, but not limited to, all and/or other securities convertible into equity securities of the Company and all options and warrants, all of which are listed in Section 1.1(i) of this Subscription Agreement. All of the issued and outstanding securities of the Company have been and are, or upon issuance will be duly authorized, validly issued, fully paid and non-assessable. Except as disclosed in Subscription Agreement, (i) no shares of the Company’s capital stock are subject to preemptive rights under Nevada law or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (ii) there are no outstanding debt securities issued by the Company; (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries; (iv) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act; (v) there are no outstanding securities of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in the Subscription Agreements; and (vii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All prior sales of securities of the Company were either registered under the 1933 Act and applicable state securities laws or exempt from such registration, and no security holder has any rescission rights with respect thereto.

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2.4 Issuance of Securities; Reservation. The issuance, sale and delivery of the Securities have been duly authorized by all requisite corporate action by the Company and, upon issuance in accordance with the Subscription Agreements, shall be (a) duly authorized, validly issued, fully paid and non-assessable, (b) free from all taxes, liens and charges with respect to the issue thereof except that may be created by the Subscriber, and (c) entitled to the rights and preferences set forth in the Securities. Assuming (i) the accuracy of the information provided by the respective Subscribers in the Subscription Agreement and Questionnaire, and (ii) that all of the offerees and Subscribers are “accredited investors” as such term is defined in Rule 501 of Regulation D, the offer and sale of the Shares pursuant to the terms of this Subscription Agreement are and will be exempt from the registration requirements of the 1933 Act and the rules and regulations promulgated thereunder. The Company is not disqualified from the exemption under Regulation D by virtue of the disqualification contained in Rule 507 thereof or otherwise.

2.5 No Conflicts. Except as set forth in the Subscription Agreements, the execution, delivery and performance of the Subscription Agreements by the Company, the consummation by the Company of the transactions contemplated by the Subscription Agreements, and the issuance of the Securities and performance by the Company of its obligations under the Subscription Agreements, will not (a) result in a violation of the Company’s Certificate of Incorporation, any other certificate of designations, preferences and rights of any outstanding series of preferred stock of the Company, or the Company’s By-Laws, (b) conflict with, or constitute a default or an event which with notice or lapse of time or both would become a default under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, note and/or other indebtedness, lease, license or instrument, or (c) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and the rules and regulations of the FINRA) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected.

2.6 Consents. The Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under or contemplated by the Subscription Agreements. Except as otherwise provided in the Subscription Agreements, all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company and its Subsidiaries are unaware of any facts or circumstances which might prevent the Company from obtaining or effecting any of the foregoing.

2.7 No General Solicitation. None of the Company, its Subsidiaries, any of their affiliates, and any person acting on their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the 1933 Act) in connection with the offer or sale of the Securities.

2.8 No Integrated Offering. None of the Company, its Subsidiaries, any of their affiliates, and any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of any of the Securities under the 1933 Act by causing this Offering of the Securities to be integrated with prior offerings by the Company for purposes of the 1933 Act or any applicable stockholder approval provisions, including without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated, or otherwise. None of the Company, its Subsidiaries, their affiliates and any person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of any of the Securities under the 1933 Act by causing the Offering of the Securities to be integrated with other offerings, or otherwise.

2.9 Foreign Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other person acting on behalf of the Company or any of its Subsidiaries has, in the course of its actions for, or on behalf of, the Company, (a) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (b) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or (c) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

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2.10 Absence of Litigation. Except as set forth in the Subscription Agreement, there is no action, suit, proceeding, inquiry or investigation before or by the FINRA, any court, public board, government agency, self- regulatory organization or body, or arbitrator pending or, to the knowledge of the Company, threatened against the Company, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such.

2.11 Tax Status. Except as set forth in the Subscription Agreement, the Company and each of its Subsidiaries has made or filed all federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, except when the failure to do so would not have a Material Adverse Effect, and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations or to the Company’s knowledge otherwise due and payable, except those being contested in good faith and has set aside on its books reserves in accordance with GAAP reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim.

2.12 Securities Law Compliance. The offer, offer for sale, and sale of the Shares has not been registered with the SEC. The Shares are to be offered, offered for sale and sold in reliance upon the exemptions from the registration requirements of Section 5 of the 1933 Act. The Company will conduct the Offering in compliance with the requirements of Regulation D under the 1933 Act, and the Company will file all appropriate notices of offering with the SEC.

2.13 Title. Except as set forth in or contemplated by the Subscription Agreement, the Company has good and marketable title to all material properties and tangible assets owned by it, free and clear of all liens, charges, encumbrances or restrictions, except as such as are not significant or important in relation to the Company’s business; all of the material leases and subleases under which the Company is the lessor or sublessor of properties or assets or under which the Company holds properties or assets as lessee or sublessee are in full force and effect, and the Company is not in default in any material respect with respect to any of the terms or provisions of any of such leases or subleases, and to the Company’s knowledge no material claim has been asserted by anyone adverse to rights of the Company as lessor, sublessor, lessee or sublessee under any of the leases or subleases mentioned above, or affecting or questioning the right of the Company to continued possession of the leased or subleased premises or assets under any such lease or sublease. The Company owns, leases or licenses all such properties as are necessary to its operations as described in the Subscription Agreements.

2.14 Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted, the lack of which could reasonably be expected to have a Material Adverse Effect. Except as set forth in the Subscription Agreements, to the Company’s knowledge, none of the Company’s trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets or other intellectual property rights have expired or terminated, or are expected to expire or terminate within two (2) years from the date of this Subscription Agreement, except where such expiration or termination would not have either individually or in the aggregate a Material Adverse Effect. The Company and its Subsidiaries do not have any knowledge of any infringement by the Company or its Subsidiaries of trademarks, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secrets or other similar rights of others, or of any such development of similar or identical trade secrets or technical information by others and, except as set forth in the Subscription Agreement, no claim, action or proceeding has been made or brought against, or to the Company’s knowledge, has been threatened against, the Company or its Subsidiaries regarding trademarks, trade name rights, patents, patent rights, inventions, copyrights, licenses, service names, service marks, service mark registrations, trade secrets or other infringement, except where such infringement, claim, action or proceeding would not reasonably be expected to have either individually or in the aggregate a Material Adverse Effect. Except as set forth in the Subscription Agreement, the Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties except where the failure to do so would not have either individually or in the aggregate a Material Adverse Effect.

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2.15 “Piggyback” Registration Rights. If, at any time the Company shall determine to prepare and file with the Commission a registration statement, other than with respect to an Underwritten Offering, relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver to each Subscriber a written notice of such determination and, if within fifteen days after the date of the delivery of such notice, any such Subscriber shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber requests to be registered; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 2.15 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement.

2.16 Brokers. Neither the Company nor any of its officers, directors, employees or stockholders has employed any broker or finder in connection with the transactions contemplated herein.

2.17 Disclosure. None of the representations and warranties of the Company appearing in this Subscription Agreement or any information appearing in any Exhibit or Schedule hereto other than material which says it is a “belief” or “expectation” of the Company or similarly qualified, which statements the Company believes to the best of its knowledge as of the date hereof and at each Closing Date to be true and accurate in all material respects and not misleading), when considered together as a whole, contains, or on any Closing Date will contain, any untrue statement of a material fact or omits, or on any Closing Date will omit, to state any material fact required to be stated herein or therein in order for the statements herein or therein, in light of the circumstances under which they were made, not to be misleading.

III. TERMS OF SUBSCRIPTION

3.1 Closing and Termination of Offering. Provided that the required conditions to closing set forth in Article V and Article VI hereof have been satisfied or waived, a closing (the “Initial Closing”) shall take place at the offices of the Company as set forth herein or at such place as may otherwise be agreed to by the Company within 30 days of the receipt of the first cleared subscriber’s funds. The Company may consummate subsequent closings of the Offering, upon mutual agreement only, each of which shall be subject to satisfaction or waiver of the conditions to closing set forth herein, and each of which shall be deemed a “Closing” hereunder. The date of the last closing of the Offering is hereinafter referred to as the “Final Closing” and the date of any Closing hereunder is hereinafter referred to as a “Closing Date.” The offering period for the Offering shall commence on the day the Subscription Agreement is first delivered to prospective Subscribers by the Company for delivery in connection with the offering for sale of the Shares and shall continue until the earlier to occur of: (i) the sale of the all of the Shares being offered pursuant to this Offering; and (ii) 5:00 p.m. (New York City Time), on December 31, 2021; provided, however, that (A) if all of the Shares have not been sold on or prior to December 31, 2021, this Offering may be extended for an additional two hundred twenty five (225) days by the Company in its sole discretion and (B) this Offering may be terminated prior to December 31, 2021, upon the sole action of the Company. The day that the Offering Period terminates is hereinafter referred to as the “Termination Date.”

3.2 Certificates. The Subscriber hereby authorizes and directs the Company, upon each closing of the Offering, to (i) deliver the certificates representing the Shares (the “Stock Certificates”) to be issued to such Subscriber pursuant to this Subscription Agreement to the Subscriber’s address indicated in the Questionnaire, by thirty (30) days after the applicable Closing Date.

IV. COVENANTS

4.1 Form D. On October 29, 2021 the Company filed a Form D with respect to the Shares as required under Regulation D under the 1933 Act, which is available for review at SEC.gov and, upon written request, the Company can provide a copy thereof to the Subscriber.

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4.2 Use of Proceeds. The Company has discretion to use the funds from this Offering for any aspect of its operations, including the payment of state and federal securities compliance, transfer agent, legal and accounting fees.

V. CONDITIONS TO CLOSING IN FAVOR OF THE COMPANY

The obligation of the Company hereunder to issue and sell Shares to the Subscriber at the Closing is subject to the satisfaction, at or before the Closing, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Subscriber with prior written notice thereof:

5.1 Subscription Agreements. The Subscriber shall have executed a Questionnaire, and this Subscription Agreement and delivered the same to the Company.

5.2 Purchase Price. The Subscriber shall have paid the purchase price for the Shares being purchased by the Subscriber at the Closing in the manner set forth in Section 1.1.

5.3 Representations and Warranties. The representations and warranties of the Subscriber shall be true and correct in all material respects as of the date when made and as of the Closing as though made at that time, and the Subscriber shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by the Subscriber at or prior to the Closing.

5.4 Other Matters. All opinions, certificates and documents and all proceedings related to this Offering shall be in form and content reasonably satisfactory to the Company and its legal counsel.

VI. CONDITIONS TO CLOSING IN FAVOR OF THE SUBSCRIBER

The obligation of the Subscriber hereunder to purchase the Shares is subject to the satisfaction, at or before the Closing, of each of the following conditions, provided that these conditions are for the Subscriber’s sole benefit and may be waived by the Subscriber at any time in its sole discretion by providing the Company with prior written notice thereof:

6.1 Subscription Agreements. The Company shall have executed and delivered to the Subscriber each of the Subscription Agreements to which its signature is required.

6.2 Representations and Warranties. The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing as though made at that time (except for representations and warranties that reference a specific date which shall have been true and correct in all material respects as of such date), and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Subscription Agreements to be performed, satisfied or complied with by the Company at or prior to the Closing.

VII. RIGHTS OF TERMINATION

7.1 Termination by Subscriber or Company. This Subscription Agreement may be terminated at any time prior to the Closing: (a) by mutual written consent of the parties hereto; or (b) by the Company or the Subscriber upon written notice to the other party if any court or governmental authority of competent jurisdiction shall have issued a final, non-appealable order restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Subscription Agreement. Termination of this Subscription Agreement under this Section 7.1 shall result in this Subscription Agreement becoming void and of no further force and effect, except that a termination shall not release, or be construed as so releasing, any party hereto from any liability or damage to the other party hereto arising out of the breaching party’s willful and material breach of the warranties and representations made by it, or willful and material failure in performance of any of its covenants, agreements, duties or obligations provided hereunder, and the obligations under Section 8.8 shall survive such termination.

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VIII. MISCELLANEOUS

8.1 Notice. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Subscription Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally, (b) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party), or (c) one (1) business day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to the Company at the address set forth in the first paragraph of this agreement, Attn. Joey Firestone, CEO.

If to the Subscriber, to its address and email or facsimile number set forth at the end of this Subscription Agreement, or to such other address and/or facsimile number and/or to the attention of such other person as specified by written notice given to the Company five (5) days prior to the effectiveness of such change.

Written confirmation of receipt (a) given by the recipient of such notice, consent, waiver or other communication, (b) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission, or (c) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clauses (a), (b) or (c) above, respectively.

8.2 Entire Agreement; Amendment. This Subscription Agreement supersedes all other prior oral or written agreements between the Subscriber, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Subscription Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Subscriber makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Subscription Agreement may be amended or waived other than by an instrument in writing signed by the Company and each Subscriber.

8.3 Severability. If any provision of this Subscription Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Subscription Agreement in that jurisdiction or the validity or enforceability of any provision of this Subscription Agreement in any other jurisdiction.

8.4 Governing Law; Jurisdiction. This Agreement shall be governed by and construed solely in accordance with the internal laws of the State of Nevada with respect to contracts executed, delivered and to be fully performed therein, without regard to the conflicts of laws principles thereof. The parties hereto hereby expressly and irrevocably agree that any suit or proceeding arising under this Agreement or the consummation of the transactions contemplated hereby, shall be brought solely in a federal or state court located in the State of Nevada. By its execution hereof, Company and Subscriber hereby expressly and irrevocably submits to the in personam jurisdiction of the federal and state courts located in the State of Nevada and agree that any process in any such action may be served upon him or her personally, or by certified mail or registered mail upon such party or such agent, return receipt requested, with the same full force and effect as if personally served upon such party in Nevada. The parties hereto each waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of its reasonable counsel fees and disbursements.

8.5 Headings. The headings of this Subscription Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Subscription Agreement.

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8.6 Successors and Assigns. This Subscription Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any purchasers of the Shares. The Company shall not assign this Subscription Agreement or any rights or obligations hereunder. Subscriber may assign some or all of its rights hereunder without the consent of the Company, provided, however, that any such assignment shall not release the Subscriber from its obligations hereunder unless such obligations are assumed by such assignee and the Company has consented to such assignment and assumption, which consent shall not be unreasonably withheld.

8.7 No Third-Party Beneficiaries. This Subscription Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

8.8 Survival. The representations and warranties of the Company and the Subscriber contained in Article I and Article II and the agreements set forth this Article VIII shall survive the Closing for a period of twelve (12) months.

8.9 Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Subscription Agreement and the consummation of the transactions contemplated hereby.

8.10 No Strict Construction. The language used in this Subscription Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

8.11 Legal Representation. The Subscriber acknowledges that: (a) it has read this Subscription Agreement and the exhibits hereto; (b) it understands that the Company has been represented in the preparation, negotiation, and execution of this Subscription Agreement by counsel to the Company; (c) it has either been represented in the preparation, negotiation, and execution of this Subscription Agreement by legal counsel of its own choice, or has chosen to forego such representation by legal counsel after being advised to seek such legal representation; and (d) it understands the terms and consequences of this Subscription Agreement and is fully aware of its legal and binding effect.

8.12 Confidentiality. The Subscriber agrees that it shall keep confidential and not divulge, furnish or make accessible to anyone, the confidential information concerning or relating to the business or financial affairs of the Company contained in the Subscription Agreements to which it has become privy by reason of this Subscription Agreement.

8.13 Counterparts. This Subscription Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.

Remainder of Page Intentionally Left Blank

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IN WITNESS WHEREOF, the parties have executed this Subscription Agreement as of the date first written above.

SUBSCRIBER **	CO-SUBSCRIBER **
Signature of Subscriber	Signature of Co-Subscriber
Name of Subscriber [please print]	Name of Co-Subscriber [please print]
Address of Subscriber	Address of Co-Subscriber
Social Security or Taxpayer	Social Security or Taxpayer Identification
Identification Number of Subscriber	Number of Co-Subscriber

Name of Holder(s) as it should appear on the security certificates* [please print]

*	Please provide the exact names that you wish to see on the certificates
(1)	For individuals, print full name of subscriber.
(2)	For joint, print full name of subscriber and all co-subscribers.
(3)	For corporations, partnerships, LLC, print full name of entity, including “&,” “Co.,” “Inc.,” “etc,” “LLC,” “LP,”etc.
(4)	For Trusts, print trust name (please contact your trustee for the exact name that should appear on the certificates.)

Dollar Amount of Shares Subscribed For: $                                  

Dollar Amount of

Subscription Accepted: $                                   

SUBSCRIPTION ACCEPTED BY THE COMPANY

ELITE PERFORMANCE HOLDING CORP.

Date:	By:
		Joey Firestone, CEO

**If Subscriber is a Registered Representative with an FINRA member firm or an affiliated person of an FINRA member firm, have the acknowledgment to the right signed by the appropriate party:
The undersigned FINRA Member firm acknowledges receipt of the notice required by Rule 3040 of the FINRA Conduct Rules.
Name of FINRA Member Firm
By:
	Authorized Officer

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Exhibit A

Investor Questionnaire

This Questionnaire must be answered fully and returned along with your completed Subscription Agreement (the“Subscription Agreement”) by and between you and Elite Performance Holding Corp. (the “Company”) in connection with your prospective acquisition of the Securities (as defined in the Subscription Agreement) from the Company.

The undersigned represents and warrants that he, she or it comes within at least one category as marked below, and that for any category marked, he, she or it has truthfully set forth, where applicable, the factual basis or reason the undersigned comes within that category. ALL INFORMATION IN RESPONSE TO THIS SECTION WILL BE KEPT STRICTLY CONFIDENTIAL. The undersigned agrees to furnish any additional information which the Company deems necessary in order to verify the answers set forth below.

Capitalized terms used herein without definition shall have the respective meanings given such terms as set forth in the Subscription Agreement between the Company and the Investor(s) signatory thereto (the “Agreement”).

GENERAL INFORMATION

Name:                                                                         

Date of Birth:                                                                     

Residence Address:                                                                                                                                              

Business Address:                                                                                                                                                

Home Telephone No.:                                                                                                                                           

Business Telephone No:                                                                                                                                       

E-mail Address:                                                                                                                                                       

Preferred Mailing Address:                    Business            or                            Home (check one)

Tax I.D. or Social Security Number:                                                                                                                       

Marital Status:                                                                                                                                                         

(1) The undersigned represents and warrants that he, she or it comes within at least one category markedbelow, and that for any category marked, he, she or it has truthfully set forth, where applicable, the factual basis or reason the undersigned comes within that category. The undersigned agrees to furnish any additionalinformationwhich the Company deems necessary in order to verify the answers set forth below

☐	The undersigned is an individual (not a partnership, corporation, etc.) whose individual net worth, or joint net worth with his or her spouse, presently exceeds $1,000,000.
	Note: When determining net worth, you must exclude the value of your primary residence. The related amount of indebtedness secured by your primary residence up to its fair market value should also be excluded. However, indebtedness secured by your primary residence in excess of the value of your home should be considered a liability and deducted from your net worth.
☐	The undersigned is an individual (not a partnership, corporation, limited liability company, trust, etc.) who had an income in excess of $200,000 in each of the two most recent years, or joint income with his or her spouse in excess of $300,000 in each of those years (in each case including foreign income, tax exempt income and full amount of capital gains and losses but excluding any income of other family members and any unrealized capital appreciation) and has a reasonable expectation of reaching the same income level in the current year.

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☐	The undersigned is a director or executive officer of the Company which is selling the Securities.
☐	The undersigned is a bank, as defined in Section 3(a)(2) of the Securities Act; a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Exchange Act; any insurance company as defined in Section 2(13) of the Securities Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of such act; any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors (describe entity).
	_________________________________________________________________
	_________________________________________________________________
☐	The undersigned is a private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940 (describe entity).
	_________________________________________________________________
	_________________________________________________________________
☐	The undersigned is either a corporation, partnership, Massachusetts or similar business trust, or non-profit organization within the meaning of Section 501(c)(3) of the Internal Revenue Code, in each case not formed for the specific purpose of acquiring the Securities and with total assets in excess of $5,000,000 (describe entity).
	_________________________________________________________________
	_________________________________________________________________
☐	The undersigned is a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, where the purchase is directed by a “sophisticated person” as defined in Rule 506(b)(2)(ii) of the Securities Act.
☐	The undersigned is an entity (other than a trust) in which all of the equity owners are “accredited investors” within one or more of the above categories. If relying upon this category alone, each equity owner must complete a separate copy of this questionnaire (describe entity).
	_________________________________________________________________
☐	The undersigned is not within any of the categories above and is therefore not an accredited investor.
	THE UNDERSIGNED AGREES THAT THE UNDERSIGNED WILL NOTIFY THE COMPANY AT ANY TIME ON OR PRIOR TO THE CLOSING DATE IN THE EVENT THAT THE REPRESENTATIONS AND WARRANTIES MADE BY THE UNDERSIGNED IN THIS AGREEMENT SHALL CEASE TO BE TRUE, ACCURATE AND COMPLETE.

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(2) SUITABILITY (please answer each question)

(a) For an individual Investor, please describe your current employment, including the company by which you are employed, its principal business, and your title:

(b) For an individual Investor, please describe any college or graduate degrees held by you:

(c) For all Investors, please list types of prior investments

(d) For all Investors, please state whether you have participated in other private placements before:

YES                                                        NO               

(e) If your answer to question (d) above was “YES”, please indicate the frequency of such prior participation in private placements of:

	Public Companies	Private Companies
Frequently
Occasionally
Never

(f) For individual Investors, do you expect your current level of income to significantly decrease in the foreseeable future?

YES                                                        NO               

(g) For trust, corporate, partnership and other institutional Investors, do you expect your total assets to significantly decrease in the foreseeable future?

YES                                                        NO               

(h) For all Investors, do you have any other investments or contingent liabilities which you reasonably anticipate could cause you to need sudden cash requirements in excess of cash readily available to you?

YES                                                        NO               

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(i) For all Investors, are you familiar with the risk aspects and the non-liquidity of investments such as the Securities for which you seek to subscribe?

YES                                                        NO               

(j) For all Investors, do you understand that there is no guarantee of financial return on this investment and that you run the risk of losing your entire investment?

YES                                                        NO               

(k) Tax status.

☐	Head of Household	☐	Married Filing Jointly	☐	Married Filing Separately
☐	Other:

(l)  Investment objectives.

☐	Growth	☐	Income	☐	Capital Preservation	☐	Safety of Principal
☐	Other:

(3) MANNER IN WHICH TITLE IS TO BE HELD (circle one).

(a)	Individual Ownership
(b)	Community Property
(c)	Joint Tenant with Right of Survivorship (both parties must sign)
(d)	Partnership*
(e)	Tenants in Common
(f)	Company*
(g)	Trust*
(h)	Other *

*If Securities are being purchased by an entity, the Certificate of Signatory attached as Exhibit I hereto must also be completed.

(4) FINRA AFFILIATION.

Are you affiliated or associated with a FINRA member firm (please check one)?

YES                                                        NO               

If yes, please describe:

15

If the Investor is a Registered Representative with a FINRA member firm, have the following acknowledgment signed by the appropriate party:

The undersigned FINRA member firm acknowledges receipt of the notice required by the Rules of Fair Practice.

Name of FINRA Member Firm
By:
	Authorized Officer
Date:

(5)  FOR TRUST INVESTORS.

A.  Certain trusts generally may not qualify as accredited investors except under special circumstances. Therefore, if you intend to purchase the Securities in whole or in part through a trust, please answer each of the following questions.

Is the trustee of the trust a national or state bank that is acting in its fiduciary capacity in making the investment on behalf of the trust?

YES                                                        NO               

Does this investment in the Company exceed 10% of the trust assets?

YES                                                        NO               

B.  If the trust is a revocable trust, please complete Question 1 below. If the trust is an irrevocable trust, please complete Question 2 below.

1. REVOCABLE TRUSTS

Can the trust be amended or revoked at any time by its grantors?

YES                                                        NO               

If yes, please answer the following questions relating to each grantor (please add sheets if necessary):

Grantor Name:

Net worth of grantor (including spouse, if applicable) exceeds $1,000,000?

Note: When determining net worth, the value of the grantor’s primary residence must be excluded.

The related amount of indebtedness secured by the grantor’s primary residence up to its fair market value should also be excluded. However, indebtedness secured by the grantor’s primary residence in excess of the value of the grantor’s home should be considered a liability and

deducted from the grantor’s net worth.

YES                                                        NO               

OR

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Income (exclusive of any income attributable to spouse) was in excess of $200,000 for 2016 and 2017 and is reasonably expected to be in excess of $200,000 for 2021?

YES                                                        NO               

OR

Income (including income attributable to spouse) was in excess of $300,000 for 2016 and 2017 and is reasonably expected to be in excess of $300,000 for 2021?

YES                                                        NO               

2. IRREVOCABLE TRUSTS

If the trust is an irrevocable trust, please answer the following questions: Please provide the name of each trustee:

Trustee Name:

Trustee Name:

Does the trust have assets greater than $5 million?

YES                                                        NO               

Do you have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company?

YES                                                        NO               

Indicate how often you invest in:

(i) Marketable Securities

Often ☐ Occasionally ☐ Seldom ☐ Never ☐

(ii) Restricted Securities

Often ☐ Occasionally ☐ Seldom ☐ Never ☐

(iii) Venture Capital Companies

Often ☐ Occasionally ☐ Seldom ☐ Never ☐

[Signature Page follows]

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By signing this Questionnaire, I hereby confirm the following statements:

(a) I am aware that the offering of the Securities will involve securities that are not transferable and for which no market exists, thereby requiring my investment to be maintained for an indefinite period of time.

(b) I acknowledge that any delivery to me of transactions documents relating to the Securities prior to the determination by the Company of my suitability as an investor, shall not constitute an offer of such Securities until such determination of suitability shall be made, and I agree that I shall promptly return the transaction documents to the Company upon request.

(c) My answers to the foregoing questions are, and were on any date (if any) that I previously purchased securities in the Company, true and complete to the best of my information and belief and were true on any date that I previously as of, and I will promptly notify the Company of any changes in the information I have provided.

Executed:

Dated: _______________________________________
INDIVIDUAL INVESTOR:
(Print Name)	(Signature)
(Print Name of Joint Investor)	(Signature of Joint Investor)
PARTNERSHIP, CORPORATION, TRUST, LLC OR OTHER ENTITY:
(Print Name of Entity)	(Signature)
	(Print Name and Title of Person Signing)

CERTIFICATE OF SIGNATORY

I,                                                              , am the                                                                of                                                                                               (the “Entity”).

I certify that I am empowered and duly authorized by the Entity to execute and carry out the terms of that certain Subscription Agreement dated as of_____________2022, by and between the Entity and Elite Performance Holding Corp. (the “Subscription Agreement”), and to purchase and hold the Securities (as defined in the Subscription Agreement), and certify further that the Subscription Agreement has been duly and validly executed on behalf of the Entity and constitutes a legal and binding obligation of the Entity.

IN WITNESS WHEREOF, I have set my hand this             day of                              , 2022.

(Signature)

18

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the inclusion in this Registration Statement on Form S-1 of our report, which includes an explanatory paragraph as to the company’s ability to continue as a going concern, dated May 26, 2022 relating to the audit of the consolidated financial statements of Elite Performance Holding Corporation for the years ending December 31, 2021 and 2020 and the reference to our firm under the caption “Experts” in the Registration Statement.

/s/ M&K CPAS, PLLC              

www.mkacpas.com

Houston, Texas

June 24, 2022

EX-FILING FEES

EXHIBIT 107

Calculation of Filing Fee Tables

S-1
(Form Type)

ELITE PERFORMANCE HOLDING CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

Title of each Class of Securities To be Registered	Amount to be registered (1)		Proposed maximum Offering price per share (2) (3)(4)		Proposed maximum aggregate Offering price		Amount of registration fee
Common Stock, $0.05 par value per share, to be offered by the issuer		25,000,000	$	0.05	$	1,250,000	$	115.88
Common Stock, $0.05 par value per share, to be offered by the selling stockholders		5,090,000	$	0.05	$	254,500	$	23.59
Total		30,090,000		—	$	1,504,500	$	139.47

(1)	In the event of a stock split, stock dividend or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.
(2)	Estimated solely for the purpose of computing the registration fee pursuant to Rule 457 of the Securities Act.
(3)	Offering price has been arbitrarily determined by the Board of Directors.
(4)	The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(a).