UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Mark One)
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended:
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
For the transition period from __________ to ___________
Commission file number:
(Exact name of registrant as specified in its charter) |
| ||
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
|
|
|
| ||
(Address of principal executive offices) |
| (Zip Code) |
(
(Registrant’s telephone number, including area code)
___________________________________________
(Former Address and phone of principal executive offices)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.
Yes | ☐ |
| ☒ |
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 for Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes | ☐ |
| ☒ |
Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
|
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes | |
| No | ☒ |
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of November 16, 2023, there were
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
C O N T E N T S
Elite Performance Holding Corp.
Consolidated Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022 |
| 3 |
|
|
|
|
|
| 4 |
| |
|
|
|
|
| 5 |
| |
|
|
|
|
| 6 |
| |
|
|
|
|
| 7 |
|
| 2 |
| Table of Contents |
Elite Performance Holding Corp. | ||||||||
Consolidated Balance Sheets | ||||||||
|
|
|
|
|
|
| ||
|
| September 30, |
|
| December 31, |
| ||
|
| 2023 |
|
| 2022 |
| ||
ASSETS |
| (Unaudited) |
|
|
| |||
CURRENT ASSETS |
|
|
|
|
|
| ||
Cash |
| $ |
|
| $ |
| ||
Accounts receivable |
|
|
|
|
|
| ||
Inventory |
|
|
|
|
|
| ||
Prepaid expenses |
|
|
|
|
|
| ||
Total Current Assets |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
|
|
|
|
| ||
Right of use asset |
|
|
|
|
|
| ||
TOTAL ASSETS |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
Bank overdraft |
| $ |
|
| $ |
| ||
Accounts payable |
|
|
|
|
|
| ||
Accounts payable and accrued expenses related party |
|
|
|
|
|
| ||
Accrued expenses |
|
|
|
|
|
| ||
Lease liability - current |
|
|
|
|
|
| ||
Notes payable, net of OID of $ |
|
|
|
|
|
| ||
Advances |
|
|
|
|
|
| ||
Convertible notes payable (net of debt discount) |
|
|
|
|
|
| ||
Total Current Liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Longterm Liabilities |
|
|
|
|
|
|
|
|
Lease liability - long-term |
|
|
|
|
|
| ||
PPP Loan |
|
|
|
|
|
| ||
Total Long-Term Liabilities |
|
|
|
|
|
| ||
Total Liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Commitments and Contingencies |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
|
Preferred stock; $ |
|
|
|
|
|
| ||
Common stock; $ |
|
|
|
|
|
| ||
Shares to be issued |
|
|
|
|
|
| ||
Additional paid-in capital |
|
|
|
|
|
| ||
Accumulated deficit |
|
| ( | ) |
|
| ( | ) |
Total Stockholders’ Deficit |
|
| ( | ) |
|
| ( | ) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these unaudited consolidated financial statements
| 3 |
| Table of Contents |
Elite Performance Holding Corp. | ||||||||||||||||
Consolidated Statements of Operations | ||||||||||||||||
(Unaudited) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| Three months ended September 30, |
|
| Nine months ended September 30, |
| ||||||||||
|
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
REVENUES |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
COST OF GOODS SOLD |
|
|
|
|
|
|
|
|
|
|
|
| ||||
GROSS PROFIT (LOSS) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal and accounting |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Advertising |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Consulting |
|
|
|
|
|
|
|
|
|
|
|
| ||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING LOSS |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Gain on debt forgiveness |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Interest expense |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Other Expense |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC AND DILUTED NET LOSS PER COMMON SHARE |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING |
|
|
|
|
|
|
|
|
|
|
|
| ||||
The accompanying notes are an integral part of these unaudited consolidated financial statements
| 4 |
| Table of Contents |
Elite Performance Holding Corp. | ||||||||||||||||||||||||||||||||
Consolidated Statements of Stockholders’ Deficit | ||||||||||||||||||||||||||||||||
For the Nine months ended September 30, 2023 and 2022 | ||||||||||||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shares |
|
| Additional |
|
|
|
|
| Total |
| ||||||||
|
| Common Stock |
|
| Preferred Stock |
|
| to be |
|
| Paid-in |
|
| Accumulated |
|
| Stockholders’ |
| ||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Issued |
|
| Capital |
|
| Deficit |
|
| Deficit |
| ||||||||
Balance December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares to be issued for Reg D subscriptions |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Shares issued for services |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||
Balance March 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reg D subscriptions |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Shares to be issued fro Reg D subscriptions |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||||
Shares issued for services |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Shares to be issued for Services |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||||
Shares issued in connection with conversion of convertible debt |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||
Balance June 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
| $ | ( | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for services |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Shares issued in connection with conversion of convertible debt |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Rounding |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||||
Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||
Balance September 30, 2023 |
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2021 |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reg D subscriptions |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Shares issued for services |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||
Balance March 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reg D subscriptions |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Shares to be issued fro Reg D subscriptions |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Shares issued for services |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Shares issued for settlement of accounts payable |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||
Balance June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reg D subscriptions |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Shares issued in connection with convertible debt |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Shares issued for services |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Shares issued for settlement of accounts payable |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||
Balance September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
| $ |
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements
| 5 |
| Table of Contents |
Elite Performance Holding Corp. | ||||||||
Consolidated Statements of Cash Flows | ||||||||
(Unaudited) | ||||||||
|
| Nine months ended September 30, |
| |||||
|
| 2023 |
|
| 2022 |
| ||
|
|
|
|
|
|
| ||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
| ||
Net loss |
|
| ( | ) |
| $ | ( | ) |
Items to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
| ||
Shares issued and to be issued for services |
|
|
|
|
|
| ||
Shares issued in connection with convertible debt |
|
|
|
|
|
| ||
Gain on debt forgiveness |
|
|
|
|
| ( | ) | |
Depreciation expense |
|
|
|
|
|
| ||
Changes in operating assets and liabilities |
|
|
|
|
|
|
|
|
(Increase) / decrease in accounts receivable |
|
|
|
|
|
| ||
(Increase) / decrease in inventory |
|
|
|
|
| ( | ) | |
(Increase) / decrease in prepaid expenses |
|
|
|
|
| ( | ) | |
(Increase) / decrease in other assets |
|
|
|
|
|
| ||
Increase in accounts payable - related party |
|
|
|
|
|
| ||
Increase in accounts payable and accrued expenses |
|
|
|
|
|
| ||
Net Cash Used in Operating Activities |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
Purchase of property and equipment |
|
|
|
|
| ( | ) | |
Net Cash Used in Investing Activities |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Proceeds from convertible debt |
|
|
|
|
|
| ||
Proceeds from notes payable |
|
|
|
|
|
| ||
Repayments of notes payable |
|
| ( | ) |
|
| ( | ) |
Bank overdraft |
|
|
|
|
|
| ||
Payments on financing leases |
|
| ( | ) |
|
|
| |
Proceeds from advances |
|
|
|
|
|
| ||
Proceeds from sale of stock |
|
|
|
|
|
| ||
Proceeds from sale of common stock and shares to be issued |
|
|
|
|
|
| ||
Net Cash Provided by Financing Activities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
(Decrease) Increase in Cash |
|
| ( | ) |
|
|
| |
|
|
|
|
|
|
|
|
|
CASH AT BEGINNING OF PERIOD |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
CASH AT END OF PERIOD |
|
|
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Supplemental Information: |
|
|
|
|
|
|
|
|
Interest Paid |
|
|
|
|
|
| ||
Taxes |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Shares issued in conversion with convertible notes |
|
|
|
| $ |
| ||
Shares issued and to be issued for payment of accounts payable |
|
|
|
| $ |
| ||
Recognition of lease asset and lease liability |
|
|
|
| $ |
| ||
The accompanying notes are an integral part of these unaudited consolidated financial statements
| 6 |
| Table of Contents |
Elite Performance Holding Corp.
Consolidated Notes to the Financial Statements
For the nine months ended September 30, 2023
NOTE 1 - GENERAL
Business Overview
Elite Performance Holding Corporation (“EPH”) was formed on January 30, 2018 (inception) and is a holding company with anticipated holdings in companies centered on innovative and proprietary nutritional and dietary fitness enhancement products, that are in the sports performance, weight loss, nutritional, functional beverage, and energy markets.
On February 2, 2018, a contribution and assignment agreement was executed by Joseph Firestone and Jon McKenzie (collectively, the “Assignors”), and Elite Performance Holding Corp., a Nevada corporation (the “Assignee”). Whereas Firestone and McKenzie were the owners of
Elite Beverage International is a
BYLT Performance, LLC is a wholly owned subsidiary of Elite Beverage International Corp. and currently holds all of the trademarks and intellectual property for the company.
Our Products and Services
On August 01, 2020, the Company entered into an Exclusivity Agreement between its wholly owned subsidiary Elite Beverage International Corp. and Bruce Kneller for exclusive rights on a patent pending SmartCarb® technology (US Patent Application No. 16/785,498.) This Agreement gives the Company first right of refusal to purchase the technology upon issuance of its patent for
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
NOTE 2 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
These consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of September 30, 2023 the Company had an accumulated deficit of $
Principles of Consolidation and Basis of Presentation
The consolidated financial statements include the operations of the Company and its wholly-owned subsidiary, Elite Beverage International Corp.
All significant intercompany accounts and transactions have been eliminated in consolidation.
The Company’s consolidated financial statements are prepared using the accrual method of accounting and are presented in accordance with U.S. Generally Accepted Accounting Principles (GAAP). The Company has elected a calendar year-end.
| 7 |
| Table of Contents |
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 $
Accounts Receivable
We grant credit to our customers located within the United States of America; and do not require collateral. Our ability to collect receivables is affected by economic fluctuations in the geographic areas and industries served by us. As of September 30, 2023 and December 31, 2022, we had $
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 September 30, 2023 and December 31, 2022, we had $
Prepaid Expenses
Prepaid expenses are expenditures that have not yet been consumed, and so are capitalized for a short period of time. They are initially recorded on the balance sheet as current assets, and are later charged to expense. As of September 30, 2023 and December 31, 2022, we had $
Basic and Diluted Loss Per Share
The Company presents both basic and diluted earnings per share (EPS) on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method, and convertible securities, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company had net losses as of September 30, 2023 and December 31, 2022, so then diluted EPS excluded all dilutive potential shares in the diluted EPS because their effect is anti-dilutive. As of September 30, 2023, the Company had $
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.
| 8 |
| Table of Contents |
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 three and nine months ended September 30, 2023 and 2022, we had $
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 distributors, retail stores and gyms, and online sales primarily coming from the company website and Amazon. Amounts invoiced or collected in advance of product delivery or providing services are recorded as deferred revenue. The Company accrues for warranty costs, sales returns, bad debts, and other allowances based on its historical experience.
For the nine months ended September 30, 2023 and 2022, we had $
Stock-Based Compensation
The Company records stock-based compensation using the fair value method. Equity instruments issued to employees and the cost of the services received as consideration are accounted for in accordance with ASC 718 “Stock Compensation” and are measured and recognized based on the fair value of the equity instruments issued. In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718). This update is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to non-employees (for example, service providers, external legal counsel, suppliers, etc.). The ASU expands the scope of Topic 718, Compensation-Stock Compensation, which currently only included share-based payments issued to employees, to also include share-based payments issued to non-employees for goods and services. Consequently, the accounting for share-based payments to non-employees and employees will be substantially aligned. This standard has been effective and applied for financial statements issued by public companies for the annual and interim periods after December 15, 2018.
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 nine months ended September 30, 2023 and 2022, we did not record any impairment on our previously announced Patent acquisition, resulting in no other income (expense) being recognized.
| 9 |
| Table of Contents |
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 recorded on the straight-line basis method over the estimated useful lives of the assets.
Recently Issued Accounting Standards
We adopted the following ASUs during 2022, none of which had a material impact to our consolidated financial statements or financial statement disclosures:
ASU | Effective Date | |||
2021-04 | Issuer’s Accounting for Certain Modifications or Exchanges of Warrants | January 1, 2022 | ||
2021-05 | Lessors - Certain Leases with Variable Lease Payments | January 1, 2022 | ||
2021-08 | Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers | January 1, 2022 | ||
2022-06 | Reference Rate Reform: Deferral of the Sunset Date of Topic 848 | December 21, 2022 |
Accounting Standards Issued But Not Yet Adopted
ASU 2022-02, Financial Instruments – Credit Losses, Troubled Debt Restructurings and Vintage Disclosures. In March 2022, the FASB issued a new accounting standard that eliminates the troubled debt recognition and measurement guidance. The new standard requires that an entity apply the loan refinancing and restructuring guidance in ASC 310 to all loan modifications and/or receivable modifications. It also enhances disclosure requirements for certain refinancing’s and restructurings by creditors when a borrower is experiencing financial difficulty and requires disclosure of current-period gross charge-offs by year of origination in the vintage disclosure. The new standard is effective and has been applied for fiscal years, and interim periods within those fiscal years, beginning after January 1, 2023.
All other ASUs issued but not yet adopted were assessed and determined to be either not applicable or are not expected to have a material impact on our consolidated financial statements or financial statement disclosures.
NOTE 3 - RELATED PARTY TRANSACTIONS
Accounts and Notes Payable related party
For the nine months ended September 30, 2023 and 2022, we had $
For the nine months ended September 30, 2023 and 2022, we incurred $
For the nine months ended September 30, 2023 and 2022, we had $
| 10 |
| Table of Contents |
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
On May 6, 2022, the Company entered into a lease agreement with its CEO, Joey Firestone, for three cargo vans to be used for delivery and distribution of its products. Mr. Firestone is the guarantor of these vehicles, which he acquired for the sole purpose of the operations of Elite Beverage International. Total initial payments for all three vehicles were $
NOTE 4 - LEASES
Our adoption of ASU 2016-02, Leases (Topic 842), and subsequent ASUs related to Topic 842, requires us to recognize substantially all leases on the balance sheet as an ROU asset and a corresponding lease liability. The new guidance also requires additional disclosures as detailed below. We adopted this standard on the effective date of January 1, 2019 and used this effective date as the date of initial application. Under this application method, we were not required to restate prior period financial information or provide Topic 842 disclosures for prior periods. We elected the ‘package of practical expedients,’ which permitted us to not reassess our prior conclusions related to lease identification, lease classification, and initial direct costs, and we did not elect the use of hindsight.
Lease ROU assets and liabilities are recognized at commencement date of the lease, based on the present value of lease payments over the lease term. The lease ROU asset also includes any lease payments made and excludes any lease incentives. When readily determinable, we use the implicit rate in determining the present value of lease payments. When leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date, including the lease term.
We recognized a $
On May 6, 2022, the Company entered into a lease agreement with its CEO, Joey Firestone, for three cargo vans to be used for delivery and distribution of its products. Mr. Firestone is the guarantor of these vehicles, which he acquired for the sole purpose of the operations of Elite Beverage International.
The Company incurred amortization expense, which is included as part of selling, general and administrative expenses, of $
The tables below present financial information associated with our leases.
|
| Balance Sheet |
| September 30, |
|
| December 31, |
| ||
|
| Classification |
| 2023 |
|
| 2022 |
| ||
|
|
|
|
|
|
|
|
| ||
Right-of-use assets |
| Other long-term assets |
| $ |
|
| $ |
| ||
Current lease liabilities |
| Other current liabilities |
|
|
|
|
|
| ||
Non-current lease liabilities |
| Other long-term liabilities |
|
|
|
|
|
| ||
| 11 |
| Table of Contents |
As of September 30, 2023, our maturities of our lease liabilities are as follows:
|
| September 30, 2023 |
| |
Maturity of lease liabilities |
| Financing Leases |
| |
2023 |
| $ |
| |
2024 |
|
|
| |
2025 |
|
|
| |
2026 |
|
|
| |
2027 |
|
|
| |
Thereafter |
|
|
| |
Total lease payments |
| $ |
| |
Less: Imputed interest |
|
| ( | ) |
Present value of lease liabilities |
| $ |
| |
NOTE 5 - PROPERTY AND EQUIPMENT
The following is a summary of property and equipment—at cost, less accumulated depreciation:
|
| September 30, 2023 |
| |
Trucks |
|
|
| |
|
|
|
|
|
Total cost |
|
|
| |
|
|
|
|
|
Less accumulated depreciation |
|
| ( | ) |
|
|
|
|
|
Net, property and equipment |
| $ |
| |
Depreciation expense for the nine months ended September 30 2023 and 2022 was $
NOTE 6 - COMMON STOCK AND COMMON STOCK WARRANTS
Common Stock
The Company had authorized a total of
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:
| 12 |
| Table of Contents |
Shares Registered in the S-1 Registration Statement
As of December 31, 2022,
Restricted Shares issued
In the year ended December 31, 2022, we issued
In the year ended December 31, 2022, we issued
In the year ended December 31, 2022, we recognized $
In the year ended December 31, 2022, we issued 20,000 shares in connection with a convertible note in the amount of $
For the nine months ended - September 30, 2023, we issued (to be issued) shares for subscriptions:
For the nine months ended September 30, 2023, we issued (to be issued) shares for services:
For the nine months ended September 30, 2023, we issued (to be issued) shares for the conversion of convertible notes payable.
As of September 30, 2023 we had
Common Stock Warrants
None.
| 13 |
| Table of Contents |
NOTE 7 - PREFERRED STOCK
The Company has authorized a total of
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.
On March 3, 2023, Jon McKenzie transferred his ownership of 5,000,000 Series A Preferred shares with super voting rights to Chairman and CEO Joey Firestone.
NOTE 8 - GOING CONCERN
The Company’s consolidated financial statements are prepared using Generally Accepted Accounting Principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has recently accumulated significant losses and has negative working capital. All of these items raise substantial doubt about its ability to continue as a going concern. Management’s plans with respect to alleviating the adverse financial conditions that caused management to express substantial doubt about the Company’s ability to continue as a going concern are as follows:
The Company is currently trying to raise new debt or equity to set up and market its line of sports drinks. If the Company is not successful in the development and implementation of a concept which produces positive cash flows from operations, the Company may be forced to continue to raise additional equity or debt financing to fund its ongoing obligations or risk ceasing doing business.
There can be no assurance that the Company will be able to achieve its business plans, raise any more required capital or secure the financing necessary to achieve its current operating plan. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations.
NOTE 9 - NOTE PAYABLE
On April 30, 2020 Elite Beverage International was approved for a loan for $201,352 through the Payment Protection Program (PPP) with an interest of 0.
During the year ended December 31, 2022 and the nine months ended in September 30, 2023, the Company entered into a non-convertible, non-interest bearing advance for $
In January of 2023, the Company entered into a refinance agreement with a third party that held the original agreement on July of 2022. In July of 2022, the Company entered into a receivables and sale note payable agreement with a third party. The funded amount by the third party was $
| 14 |
| Table of Contents |
NOTE 10 - CONVERTIBLE NOTES PAYABLE
On January 7, 2019, we issued a convertible promissory note to David Stoccardo in the amount of $
On December 4, 2019, we entered into a convertible promissory note in the amount of $
On January 17, 2020 we issued a convertible promissory note to The Hillyer Group Inc. in the amount of $
On July 21, 2021 we issued a convertible promissory note to Hillyer Group LLC. in the amount of $
On September 16, 2021 we issued a convertible promissory note to Stout LLC. in the amount of $
On March 1, 2023 we entered into a convertible promissory note in the amount of $
| 15 |
| Table of Contents |
On May 3, 2023 we entered into a convertible promissory note in the amount of $
On May 15, 2023 we entered into a convertible promissory note in the amount of $
On May 16, 2023 we entered into a convertible promissory note in the amount of $
On June 23, 2023 we entered into a convertible promissory note in the amount of $
On September 12, 2023, we entered into a convertible promissory note in the amount of $
Total interest expense including discount amortization on the above notes for the nine months ended September 30, 2023 and 2022 was $
NOTE 11 - COMMITMENTS AND CONTINGENCIES
None
NOTE 12 - CONCENTRATIONS
Concentration of Major Customers
For the nine months ended September 30, 2023, the Company received approximately
As of December 31, 2022, the Company’s trade accounts receivables were $
NOTE 13 - INVENTORY
As of September 30, 2023, the Company’s inventory was $
As of December 31, 2022, the Company’s inventory was $
NOTE 14 - OTHER INCOME
On January 10, 2022 (the “effective date”), the Company entered into a settlement agreement with a third party related to patent infringement. The term of this settlement agreement is from the effective date and terminates on December 31, 2023 (the “termination date”). The third party will pay a
NOTE 15 - SUBSEQUENT EVENTS
In accordance with ASC 855, the Company has analyzed its operations subsequent to September 30, 2023 through the date these consolidated financial statements were issued and has reported the following events:
From October 1, 2023 to November 16, 2023, the Company has issued a total of
| 16 |
| Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements and Associated Risks.
This form 10-Q contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may”, “will”, “expect”, “believe”, “anticipate”, “estimate, or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.
Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. As reflected in the accompanying consolidated financial statements, as of September 30, 2023, we had an accumulated deficit totaling ($8,479,653). This raises substantial doubts about our ability to continue as a going concern.
Business
The Company is currently producing a sports beverage like no other available on the market. Beyond Your Limit Training (B.Y.L.T.) is the first ready to drink (RTD) beverage of its kind to combine the benefits of hydration, endurance, mental focus, fat oxidation, and muscle recovery all-in-one great tasting beverage. BYLT (pronounced built) uses a proven proprietary formula that simultaneously hydrates, helps improves performance, promotes fat burning during exercise, and aids in muscle recovery after exertion. Whether you are looking to achieve optimal performance on the baseball field, basketball court, soccer field, in the gym or any competitive sport, BYLT provides the competitive edge every athlete actively seeks. This unique product is designed with scientifically dosed key ingredients to bridge the gap between energy drinks, hydration beverages and dietary supplements, without the sugars and jitters from caffeine which eventually cause athletes to crash. BYLT is not only designed to help enhance performance and support the intense physical demand of athletes but is safe and backed by science.
The Company’s operations have been and continue to be affected by the recent and ongoing outbreak of the coronavirus disease (COVID-19) which in March 2020, was declared a pandemic by the World Health Organization (WHO.) The ultimate disruption which may be caused by the outbreak is uncertain; However, it may result in a material adverse impact on the Company’s financial position, operations, and cash flows. Possible areas that may be affected include, but are not limited to, disruption to the Company’s customers and revenue, labor workforce, unavailability of products and supplies used in operations, and the decline in value of assets held by the Company, including ingredient material, property and equipment.
Our future operations are contingent upon increasing revenues and raising capital for on-going operations and the anticipated expansion of our product lines. Because we have a limited operating history, you may experience difficulty in evaluating our business and future prospects.
Sales and Marketing
With its all-encompassing benefits and better-for-you ingredients, BYLT is positioned to succeed in a highly lucrative market due to being first to market, its superior product offering and an ideal market opportunity. The breakdown of favorable market trends that will help fuel the initial growth and long-term success of the Company include:
| ✓ | Healthy living trends and lifestyles are continuing, creating a drive for better-for-you trends, active lifestyles, and a growing demand for industry products from everyday consumers. |
|
|
|
| ✓ | There are currently no other RTD beverages that combine the benefits of BYLT that athletes seek out. In order to achieve optimal nutrients, an athlete must take 3-4 supplements that are often packed with unhealthy additives such as sugars and caffeine. |
|
|
|
| ✓ | Sports Drinks accounted for 70% of the entire Fortified/Functional beverage industry and is expected to continue its growth during the next five years to become a $15 billon market by 2027. |
|
|
|
| ✓ | BYLT is also positioned in the Nutrition and Performance Drink Industry which generated a total revenue of $9 billion. Mintel estimates sales of the category to continue to grow reaching $15 billion by 2027. |
|
|
|
| ✓ | 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. |
| 17 |
| Table of Contents |
The Company retained key executives for nationwide sales and distribution of their first to market sports drink. The executive team is comprised of former seasoned Coca-Cola, PepsiCo and Dr. Pepper executives that have over 120 years of combined experience in the beverage industry. Previous clients include: Coca-Cola, Bolthouse Farms, Cinnabon, Nestle Waters, Honest, Celsius and others. The Company will launch its products in a series of region expansions, as shown in the figure below.
Figure 1: Map of BYLT Roll Out Strategy |

Corporate Information
Elite Performance Holding Corp
3301 NE 1st Ave Suite M704
Miami, FL 33137
Corporate History
Elite Performance Holding Corp. (the “Company”) was originally incorporated on January 30, 2018 in the State of Nevada. On February 2, 2018, Joey Firestone and Jon McKenzie each assigned 50,000,000 shares of Elite Beverage International Corp. to the Company, via a Contribution and Assignment Agreement, making Elite Beverage International Corp. our wholly owned operating subsidiary.
Results for the three and nine months ended September 30, 2023 Compared to the three and months ended September 30, 2022.
Operating Revenues
The Company’s revenues were $13,433 for the three months ended September 30, 2023, compared to $19,596 for the three months ended September 30, 2022.
Gross Profit (Loss)
For the three months ended September 30, 2023, the Company’s gross profit (loss) was $166 compared to ($21,778) for the three months ended September 30, 2022.
Our gross profit (loss) could vary from period to period and is affected by a number of factors, including product mix, production efficiencies, component availability and costs, pricing, competition, customer requirements and unanticipated restructuring or inventory charges and potential scrap of materials.
| 18 |
| Table of Contents |
General and Administrative Expenses
For the three months ended September 30, 2023, general and administrative expenses were $141,815 compared to $222,789 for the three months ended September 30, 2022, a decrease of $80,974. This decrease was due to a decrease in consultants.
Advertising Expense
For the three months ended September 30, 2023, advertising expenses were $21,251 compared to $80,545 for the three months ended September 30, 2022, a decrease of $59,294. This decrease was due to a decrease in product marketing expense.
Legal and Accounting Expense
For the three months ended September 30, 2023, Legal and Accounting expenses were $65,765 compared to $92,320 for the three months ended September 30, 2022, a decrease of $26,555. This decrease was due to a decrease in operations and legal filings.
Consulting expense
For the three months ended September 30, 2023, Consulting expenses were $140,900 compared to $370,421 for the three months ended September 30, 2022, a decrease of $229,521. This decrease was due to less consultants working.
Interest Expense
For the three months ended September 30, 2023, Interest expenses were $40,797 compared to $29,699 for the three months ended September 30, 2022, an increase of $11,098. This increase was due to an increase in notes payable totaling $295,000.
Our net loss for the three months ended September 30, 2023, was $400,174 compared to $811,552 for the three months ended September 30, 2022, a decrease of $411,378. This decrease was due primarily from the sales and operations.
Operating Revenues
The Company’s revenues were $40,141 for the nine months ended September 30, 2023, compared to $22,197 for the nine months ending September 30, 2022.
Gross Profit
For the nine months ended September 30, 2023, the Company’s gross (loss) profit was ($3,335) compared to ($80,656) for the nine months ending September 30, 2022.
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 nine months ended September 30, 2023, general and administrative expenses were $387,829 compared to $465,922 for the nine months ending September 30, 2022. This decrease was due to a decrease in consultants.
| 19 |
| Table of Contents |
Advertising Expense
For the nine months ended September 30, 2023, advertising expenses were $63,462 compared to $162,500 for the nine months ending September 30, 2022. This decrease was due to a decrease in product marketing expense.
Legal and Accounting Expense
For the nine months ended September 30, 2023, Legal and Accounting expenses were $206,406 compared to $187,366 for the nine months ending September 30, 2022. This increase was due to an increase in accounting operations and filings.
Consulting expense
For the nine months ended September 30, 2023, Consulting expenses were $372,724 compared to $995,321 for the nine months ending September 30, 2022. This decrease was due to less consultants working.
Interest Expense
For the nine months ended September 30, 2023, Interest expenses were $113,666 compared to $79,908 for the nine months ending September 30, 2022. This increase was due to an increase in notes payable totaling $295,000.
Net Loss
Our net loss for the nine months ended September 30, 2023, was $1,137,234 compared to $1,965,673 for the nine months ending September 30, 2022. This decrease was due primarily from the sales and operations.
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 September 30, 2023, the Company had total current assets of $143,130 compared to $214,149 at December 31, 2022.
At September 30, 2023, the Company had total current liabilities of $2,807,287 compared to $2,007,751 at December 31, 2022.
We had working capital deficit of $2,664,157 as of September 30, 2023, compared to $1,793,602 as of December 31, 2022.
Cashflow from Operating Activities
During the nine months ended September 30, 2023, cash provided by (used in) operating activities was ($442,518) compared to ($1,387,984) for nine months ended September 30, 2022. Cash used in operating activities for the nine months ended September 30, 2023 was primarily the result of a $1,137,234 net loss.
Cashflow from Investing Activities
During the nine months ended September 30, 2023, cash used in investing activities was $0 compared to $55,000 for the nine months ended September 30, 2022.
Cashflow from Financing Activities
During the nine months ended September 30, 2023, cash provided by financing activities was $433,525 compared to $1,454,138 for the nine months ended September 30, 2022 Cash provided by financing activities for the nine months ended September 30, 2023 was primarily the result of proceeds from convertible notes.
| 20 |
| Table of Contents |
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Going Concern
Our consolidated financial statements for the period ended September 30, 2023, have been prepared on a going concern basis and Note 8 to the financial statements identifies issues that raise substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Recently Issued Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our consolidated financial position or results of operations upon adoption.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer/principal financial officer as appropriate, to allow timely decisions regarding required disclosure.
Management has carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. Due to the lack of personnel and outside directors, management acknowledges that there are deficiencies in these controls and procedures. The Company anticipates that with further resources, the Company will expand both management and the board of directors with additional officers and independent directors in order to provide sufficient disclosure controls and procedures.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
| 21 |
| Table of Contents |
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
The company discovered in September of 2021 that BYLT Basics, LLC, a party that it settled a previous trademark litigation case with, is in breach of its settlement agreement and sent a notice of breach to said party. The underlying matter is a trademark dispute for the mark B.Y.L.T. (Reg 6548069) of which the company also filed two oppositions of the party’s trademarks at the Trademark Trial and Appeal Board. Attorneys are in contact and being reviewed by TTAB which will determine if litigation is in order.
ITEM 1A. RISK FACTORS
There were no material changes during the period covered by this report to the risk factors previously disclosed in our S-1 Registration filed on October 2, 2018 (as amended) and declared Effective on April 23, 2019. Additional risks not presently known, or that we currently deem immaterial, also may have a material adverse effect on our business, financial condition and results of operations.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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 $0.10.
| 22 |
| Table of Contents |
For the nine months ended as of September 30, 2023, we issued (to be issued) shares for subscriptions:
100,000 shares in connection with our Regulation D offering in the amount of $10,000 valued at $0.10 per share.
500,000 shares in connection with our Regulation D offering in the amount of $50,000 valued at $0.10 per share.
90,000 shares issued in connection with our Regulation D offering in the amount of $9,000 valued at $0.10 per share..
40,000 shares in connection with our Regulation D offering in the amount of $4,000 valued at $0.10 per share
For the nine months ended as of September 30, 2023, we issued (to be issued) shares for services:
100,000 shares issued in the amount of $10,000 valued at $0.10 per share.
30,000 shares issued in the amount of $3,000 valued at $0.10 per share.
30,000 shares issued in the amount of $3,000 valued at $0.10 per share.
500,000 shares issued in the amount of $50,000 valued at $0.10 per share.
100,000 shares issued in the amount of $10,000 valued at $0.10 per share were issued for consulting services.
10,000 shares issued in the amount of $1,000 valued at $0.10 per share were issued for consulting services.
500,000 shares issued in the amount of $50,000 valued at $0.10 per share were issued for consulting services.
50,000 shares issued in the amount of $5,000 valued at $0.10 per share were issued for consulting services.
For the nine months ended as of September 30, 2023, we issued (to be issued) shares for convertible debt:
20,000 shares issued in the amount of $10,000 valued at $0.50 per share.
100,000 shares issued in the amount of $25,000 valued at $0.25 per share.
40,000 shares issued in the amount of $10,000 valued at $0.25 per share were issued for the conversion of $10,000 principal of a convertible note payable made within the terms of the agreement and no gain or loss results from it.
As of September 30, 2023, we had 129,391,300 common shares outstanding.
From October 1, 2023, to November 16, 2023, the Company has issued a total of 250,000 shares of common stock for consulting services provided.
As of November 16, 2023, there were 130,341,300 shares of the registrant’s common stock, $.0001 par value, issued and outstanding.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURE
Not Applicable.
ITEM 5. OTHER INFORMATION
None.
| 23 |
| Table of Contents |
ITEM 6. EXHIBITS
Exhibits. The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.
| ||
| ||
| ||
| ||
101.INS |
| XBRL Instance Document (1) |
101.SCH |
| XBRL Taxonomy Extension Schema Document (1) |
101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase Document (1) |
101.DEF |
| XBRL Taxonomy Extension Definition Linkbase Document (1) |
101.LAB |
| XBRL Taxonomy Extension Label Linkbase Document (1) |
101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase Document (1) |
| (1) | Pursuant to Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections. |
| 24 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ELITE PERFORMANCE HOLDING CORP. |
| |
| (Registrant) |
| |
|
|
|
|
Dated: November 16, 2023 | By: | /s/ Joey Firestone |
|
|
| Joey Firestone |
|
|
| (Chief Executive Officer, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer) |
|
| 25 |
EXHIBIT 31.1
SECTION 302 CERTIFICATION
CERTIFICATION OF PERIODIC REPORT
I, Joey Firestone, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Elite Performance Holding Corp.; |
|
|
|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
|
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
|
|
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) for the registrant and have: |
|
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
|
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
|
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
|
|
|
|
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s 4th quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
|
|
|
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: November 16, 2023
| /s/ Joey Firestone |
|
| Joey Firestone | |
| (Chief Executive Officer and Principal Executive Officer) |
EXHIBIT 31.2
SECTION 302 CERTIFICATION
CERTIFICATION OF PERIODIC REPORT
I, Joey Firestone, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Elite Performance Holding Corp.; |
|
|
|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
|
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
|
|
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) for the registrant and have: |
|
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
|
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
|
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
|
|
|
|
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s 4th quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
|
|
|
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|
|
|
|
Date: November 16, 2023
| /s/ Joey Firestone |
|
| Joey Firestone | |
| (Chief Executive Officer and Principal Executive Officer) |
EXHIBIT 32.1
CERTIFICATION OF DISCLOSURE PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Elite Performance Holding Corp. (the “Company”) on Form 10-Q for the period ending September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”) I, Joey Firestone, Chief Executive Officer and Principal Executive Officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
|
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
|
|
|
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: November 16, 2023
| /s/ Joey Firestone |
|
| Joey Firestone | |
| (Chief Executive Officer and Principal Executive Officer) |
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
EXHIBIT 32.2
CERTIFICATION OF DISCLOSURE PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Elite Performance Holding Corp. (the “Company”) on Form 10-Q for the period ending September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”) I, Joey Firestone, Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
|
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
|
|
|
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: November 16, 2023
| /s/ Joey Firestone |
|
| Joey Firestone |
|
| (Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer) |
|
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
=8I?*<-
M=K#U4G_&LSPO=V<.K-$L)B>=-BNS[LGTK9\53,VFBQ@4O)(P) /"@>M!70X#
MM4DDTTP19I7=8UVKN;.T>U2BPO"3B($CDC>N?YT^+3Y7N(XY)(8@S $M*O _
M.@D]&T.2270[-I@P?RP#NX/%:+&LRYU33=.1([BZ1#M^5>I(QQP*YB[\4W=U
M%=BS46T2A=C?QXS@FD4'C"ZLY[N"",B2:+(=@<@?[/UKG$M+B09CMVQ_>(P/
MS-2-?7+,65EC9N6*( 2?K5=Y))#F21G_ -XDTQ,G^R[?]= NOTE 1 - GENERAL Business Overview Elite Performance Holding Corporation (“EPH”) was formed on January 30, 2018 (inception) and is a holding company with anticipated holdings in companies centered on innovative and proprietary nutritional and dietary fitness enhancement products, that are in the sports performance, weight loss, nutritional, functional beverage, and energy markets. On February 2, 2018, a contribution and assignment agreement was executed by Joseph Firestone and Jon McKenzie (collectively, the “Assignors”), and Elite Performance Holding Corp., a Nevada corporation (the “Assignee”). Whereas Firestone and McKenzie were the owners of 50,000,000 shares of common stock, $0.0001 par value, for a total of 100,000,000 shares of common stock (collectively, the “Shares”) of Elite Beverage International Corp., a Nevada corporation (the “Company”), which shares represented all authorized, issued and outstanding shares of the Company. Elite Beverage International is a 100% wholly owned subsidiary of Elite Performance Holding Corp. BYLT Performance, LLC is a wholly owned subsidiary of Elite Beverage International Corp. and currently holds all of the trademarks and intellectual property for the company. Our Products and Services On August 01, 2020, the Company entered into an Exclusivity Agreement between its wholly owned subsidiary Elite Beverage International Corp. and Bruce Kneller for exclusive rights on a patent pending SmartCarb® technology (US Patent Application No. 16/785,498.) This Agreement gives the Company first right of refusal to purchase the technology upon issuance of its patent for 200,000 shares in the Company. On September 29, 2021, the Company entered into an Agreement between its wholly owned subsidiary Elite Beverage International Corp. and Bruce Kneller for the transfer and assignment of the SmartCarb® technology (US Patent No. 11,103,522 issued August 31, 2021.) This Agreement gives the Company the intellectual property and patent ownership for 400,000 shares valued at $20,000 that were issued October 1, 2021. For the year ended December 31, 2021, an impairment loss of 20,000 was recognized on the Patent acquisition and recorded to other income (expense). NOTE 2 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES These consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of September 30, 2023 the Company had an accumulated deficit of $8,476,880. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, its ability to generate profits from the Company’s future operations, identify future investment opportunities and obtain the necessary debt or equity financing. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Principles of Consolidation and Basis of Presentation The consolidated financial statements include the operations of the Company and its wholly-owned subsidiary, Elite Beverage International Corp. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company’s consolidated financial statements are prepared using the accrual method of accounting and are presented in accordance with U.S. Generally Accepted Accounting Principles (GAAP). The Company has elected a calendar year-end. Cash and Cash Equivalents We maintain the majority of our cash accounts at a commercial bank. The total cash balance is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per commercial bank. For purposes of the statement of cash flows we consider all cash and highly liquid investments with initial maturities of one year or less to be cash equivalents. Accounts Receivable We grant credit to our customers located within the United States of America; and do not require collateral. Our ability to collect receivables is affected by economic fluctuations in the geographic areas and industries served by us. As of September 30, 2023 and December 31, 2022, we had $0 and $25,202 in accounts receivable respectively. The allowance for doubtful trade receivables was $0 as of September 30, 2023 and December 31, 2022, respectively. Inventory Inventories are valued at the lower of weighted average cost or market value. Our industry experiences changes in technology, changes in market value and availability of raw materials, as well as changing customer demand. We make provisions for estimated excess and obsolete inventories based on regular audits and cycle counts of our on-hand inventory levels and forecasted customer demands and at times additional provisions are made. Any inventory write offs are charged to the reserve account. As of September 30, 2023 and December 31, 2022, we had $143,130 and $178,003 in inventory respectively. We had no reserve for potentially obsolete inventory as of September 30, 2023 and December 31, 2022, respectively. Prepaid Expenses Prepaid expenses are expenditures that have not yet been consumed, and so are capitalized for a short period of time. They are initially recorded on the balance sheet as current assets, and are later charged to expense. As of September 30, 2023 and December 31, 2022, we had $0 and $1,951 in prepaid expenses, respectively. Basic and Diluted Loss Per Share The Company presents both basic and diluted earnings per share (EPS) on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method, and convertible securities, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company had net losses as of September 30, 2023 and December 31, 2022, so then diluted EPS excluded all dilutive potential shares in the diluted EPS because their effect is anti-dilutive. As of September 30, 2023, the Company had $795,250 in convertible notes plus accrued interest of $336,360 that may be converted into 18,553,001 shares of common stock. As of December 31, 2022, the Company had $545,250 in convertible notes plus accrued interest of $259,971 that may be converted into 16,104,420 shares of common stock. Fair Value of Financial Instruments The carrying amount of accounts payable and accrued expenses are considered to be representative of their respective fair values because of the short-term nature of these financial instruments. 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 three and nine months ended September 30, 2023 and 2022, we had $0 research and development (R&D) expense, respectively. Use of Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent 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 distributors, retail stores and gyms, and online sales primarily coming from the company website and Amazon. Amounts invoiced or collected in advance of product delivery or providing services are recorded as deferred revenue. The Company accrues for warranty costs, sales returns, bad debts, and other allowances based on its historical experience. For the nine months ended September 30, 2023 and 2022, we had $40,141 and $22,197, respectively in revenue from the sale of our products. Stock-Based Compensation The Company records stock-based compensation using the fair value method. Equity instruments issued to employees and the cost of the services received as consideration are accounted for in accordance with ASC 718 “Stock Compensation” and are measured and recognized based on the fair value of the equity instruments issued. In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718). This update is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to non-employees (for example, service providers, external legal counsel, suppliers, etc.). The ASU expands the scope of Topic 718, Compensation-Stock Compensation, which currently only included share-based payments issued to employees, to also include share-based payments issued to non-employees for goods and services. Consequently, the accounting for share-based payments to non-employees and employees will be substantially aligned. This standard has been effective and applied for financial statements issued by public companies for the annual and interim periods after December 15, 2018. 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 nine months ended September 30, 2023 and 2022, we did not record any impairment on our previously announced Patent acquisition, resulting in no other income (expense) being recognized. 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 recorded on the straight-line basis method over the estimated useful lives of the assets. Recently Issued Accounting Standards We adopted the following ASUs during 2022, none of which had a material impact to our consolidated financial statements or financial statement disclosures: ASU Effective Date 2021-04 Issuer’s Accounting for Certain Modifications or Exchanges of Warrants January 1, 2022 2021-05 Lessors - Certain Leases with Variable Lease Payments January 1, 2022 2021-08 Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers January 1, 2022 2022-06 Reference Rate Reform: Deferral of the Sunset Date of Topic 848 December 21, 2022 Accounting Standards Issued But Not Yet Adopted ASU 2022-02, Financial Instruments – Credit Losses, Troubled Debt Restructurings and Vintage Disclosures. In March 2022, the FASB issued a new accounting standard that eliminates the troubled debt recognition and measurement guidance. The new standard requires that an entity apply the loan refinancing and restructuring guidance in ASC 310 to all loan modifications and/or receivable modifications. It also enhances disclosure requirements for certain refinancing’s and restructurings by creditors when a borrower is experiencing financial difficulty and requires disclosure of current-period gross charge-offs by year of origination in the vintage disclosure. The new standard is effective and has been applied for fiscal years, and interim periods within those fiscal years, beginning after January 1, 2023. All other ASUs issued but not yet adopted were assessed and determined to be either not applicable or are not expected to have a material impact on our consolidated financial statements or financial statement disclosures. NOTE 3 - RELATED PARTY TRANSACTIONS Accounts and Notes Payable related party For the nine months ended September 30, 2023 and 2022, we had $27,000, 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 September 30, 2023 and December 31, 2022, we had an outstanding balance due of $104,922 and $77,922, which is included in accounts payable related party. For the nine months ended September 30, 2023 and 2022, we incurred $0 and $26,689, respectively, for un-reimbursed business expenses. As of September 30, 2023 and December 31, 2022, we had outstanding balances due to Joey Firestone of $26,689, respectively, for un-reimbursed business expenses. As of September 30, 2023 and December 31, 2022, we also had an outstanding balance due to Joey Firestone of $40,000 and $85,000, respectively, for consulting services, and $380,937 and $215,312 for salary, respectively, which is included in accounts payable related party. For the nine months ended September 30, 2023 and 2022, we had $0 in accounting expense respectively to “The Mosely Group.” owned by Reesa McKenzie. Ms. McKenzie is the sister of John McKenzie. As of September 30, 2023 and December 31, 2022, we had an outstanding balance due of $4,500, respectively, which is included in accounts payable related party. One February 1, 2021 the Company renewed the employment agreement with Joey Firestone with milestone performance bonuses in shares of restricted 144 stock. On January 1, 2021, the Company entered into a royalty free trademark licensing agreement between Elite Beverage International Corp. and its subsidiary BYLT Performance LLC in consideration for 5,000,000 (valued at par $0.0001 per share) shares to be issued in the amount of $500 which were issued April 29, 2021. On May 6, 2022, the Company entered into a lease agreement with its CEO, Joey Firestone, for three cargo vans to be used for delivery and distribution of its products. Mr. Firestone is the guarantor of these vehicles, which he acquired for the sole purpose of the operations of Elite Beverage International. Total initial payments for all three vehicles were $19,000. Each vehicle has a purchase option upon the completion of the lease agreement. See Note 4 for additional details. NOTE 4 - LEASES Our adoption of ASU 2016-02, Leases (Topic 842), and subsequent ASUs related to Topic 842, requires us to recognize substantially all leases on the balance sheet as an ROU asset and a corresponding lease liability. The new guidance also requires additional disclosures as detailed below. We adopted this standard on the effective date of January 1, 2019 and used this effective date as the date of initial application. Under this application method, we were not required to restate prior period financial information or provide Topic 842 disclosures for prior periods. We elected the ‘package of practical expedients,’ which permitted us to not reassess our prior conclusions related to lease identification, lease classification, and initial direct costs, and we did not elect the use of hindsight. Lease ROU assets and liabilities are recognized at commencement date of the lease, based on the present value of lease payments over the lease term. The lease ROU asset also includes any lease payments made and excludes any lease incentives. When readily determinable, we use the implicit rate in determining the present value of lease payments. When leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date, including the lease term. We recognized a $142,613 right-of-use asset and $142,613 in a related party lease liability for our finance leases. For our finance leases, the asset is included in other long-term assets on the balance sheet and is amortized within operating income over the lease term. The long-term component of the lease liability is included in other long-term liabilities, net, and the current component is included in other current liabilities. On May 6, 2022, the Company entered into a lease agreement with its CEO, Joey Firestone, for three cargo vans to be used for delivery and distribution of its products. Mr. Firestone is the guarantor of these vehicles, which he acquired for the sole purpose of the operations of Elite Beverage International. The monthly payment for each vehicle is 66 months of $706 (APR 8.99%) (2019 Mercedes Sprinter Van), 72 months of $807 (APR9.95%) (2019 Ford Transit Van), and 72 months of $797. (APR 10.59%) (2020 Ford Transit Van) Each vehicle has a purchase option upon the completion of the lease agreement. Total initial payments were $19,000 for all three vehicles which was $9,000. $5,000, and $5,000 for each one, respectively. The Company incurred amortization expense, which is included as part of selling, general and administrative expenses, of $18,049 and $0 plus interest expense of $7,870 and $2,859 during the nine months ended September 30, 2023 and 2022, respectively. The tables below present financial information associated with our leases. Balance Sheet September 30, December 31, Classification 2023 2022 Right-of-use assets Other long-term assets Current lease liabilities Other current liabilities Non-current lease liabilities Other long-term liabilities As of September 30, 2023, our maturities of our lease liabilities are as follows: September 30, 2023 Maturity of lease liabilities Financing Leases 2023 2024 2025 2026 2027 Thereafter Total lease payments Less: Imputed interest Present value of lease liabilities NOTE 5 - PROPERTY AND EQUIPMENT The following is a summary of property and equipment—at cost, less accumulated depreciation: September 30, 2023 Trucks Total cost Less accumulated depreciation Net, property and equipment Depreciation expense for the nine months ended September 30 2023 and 2022 was $8,228 and $2,742, respectively. The trucks are being depreciated over a useful life of 5 years. NOTE 6 - COMMON STOCK AND COMMON STOCK WARRANTS Common Stock The Company had authorized a total of 400,000,000 shares of Common Stock, par value of $0.0001 as of December 31, 2017 for Elite Beverage International. However, Elite Performance Holding Corp. is now the successor company and as of December 31, 2022 there are 465,000,000 (Four Hundred Sixty-Five Million) shares authorized, par value of $0.0001, respectively. On February 2, 2018, Elite Performance Holding Corp., owned and controlled by Firestone and McKenzie, acquired Elite Beverage International through a 1:2 common share exchange as follows: 50,000,000 common shares of Elite Performance Holding, Corp., in exchange for 100,000,000 common shares of Elite Beverage International, Inc. Shares Registered in the S-1 Registration Statement As of December 31, 2022, the Company has raised $1,250,000 (25,000,000 shares issued) through a registered offering for $1,250,000 which was registered with the SEC through an S1 registration statement which went effective on April 23, 2019. Restricted Shares issued In the year ended December 31, 2022, we issued 18,160,000 common subscription shares to accredited investors for subscription agreements in the amount of $1,811,001. In the year ended December 31, 2022, we have also received $10,000 for shares to be issued to accredited investors for subscription agreements. In the year ended December 31, 2022, we issued 8,350,000 shares for services in the amount of $835,000 valued at $0.10 per share. In the year ended December 31, 2022, we recognized $238,000 in shares issued and $40,000 in shares to be issued for settlement of accounts payable valued at $0.10 per share for a total of 2,780,000 shares. In the year ended December 31, 2022, we issued 20,000 shares in connection with a convertible note in the amount of $2,000 valued at $0.10 per share. The $2,000 was expensed in the year ended December 31, 2022. For the nine months ended - September 30, 2023, we issued (to be issued) shares for subscriptions: 100,000 shares in connection with our Regulation D offering in the amount of $10,000 valued at $0.10 per share. 500,000 shares in connection with our Regulation D offering in the amount of $50,000 valued at $0.10 per share. 90,000 shares issued in connection with our Regulation D offering in the amount of $9,000 valued at $0.10 per share. 40,000 shares issued in connection with our Regulation D offering in the amount of $4,000 valued at $0.10 per share. For the nine months ended September 30, 2023, we issued (to be issued) shares for services: 100,000 shares issued in the amount of $10,000 valued at $0.10 per share for consulting services. 30,000 shares issued in the amount of $3,000 valued at $0.10 per share for consulting services. 30,000 shares issued in the amount of $3,000 valued at $0.10 per share for consulting services. 500,000 shares issued in the amount of $50,000 valued at $0.10 per share were issued for consulting services. 100,000 shares issued in the amount of $10,000 valued at $0.10 per share were issued for consulting services. 10,000 shares issued in the amount of $1,000 valued at $0.10 per share were issued for consulting services. 500,000 shares issued in the amount of $50,000 valued at $0.10 per share were issued for consulting services. 50,000 shares issued in the amount of $5,000 valued at $0.10 per share were issued for consulting services. For the nine months ended September 30, 2023, we issued (to be issued) shares for the conversion of convertible notes payable. 20,000 shares issued in the amount of $10,000 valued at $0.50 per share were issued for the conversion of $10,000 principal of a convertible note payable made within the terms of the agreement and no gain or loss results from it. 100,000 shares issued in the amount of $25,000 valued at $0.25 per share were issued for the conversion of $25,000 principal of a convertible note payable made within the terms of the agreement and no gain or loss results from it. 40,000 shares issued in the amount of $10,000 valued at $0.25 per share were issued for the conversion of $10,000 principal of a convertible note payable made within the terms of the agreement and no gain or loss results from it. As of September 30, 2023 we had 130,091,300 common shares outstanding. Common Stock Warrants None. NOTE 7 - PREFERRED STOCK The Company has authorized a total of 35,000,000 Shares of Preferred Stock, $0.0001 par value, which may be issued from time to time and bearing such rights, privileges and preferences as shall be designated by the Board of Directors. As of December 31, 2017, Elite Beverage International Corp had issued 10,000,000 Shares of Preferred Stock, designated as series A “Cumulative Preference ‘A’”, for $1,000. 10,000,000 Series A preferred which carries super voting rights. Each preferred share carries 20 votes. On February 2, 2018 Elite Performance Holding Corp., owned and controlled by Firestone and McKenzie, acquired Elite Beverage International through a 1:1 preferred share exchange as follows. 10,000,000 Series A preferred shares of Elite Performance Holdings Corp. in exchange for 10,000,000 Series A preferred shares of Elite Beverage International Inc. On March 3, 2023, Jon McKenzie transferred his ownership of 5,000,000 Series A Preferred shares with super voting rights to Chairman and CEO Joey Firestone. NOTE 8 - GOING CONCERN The Company’s consolidated financial statements are prepared using Generally Accepted Accounting Principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has recently accumulated significant losses and has negative working capital. All of these items raise substantial doubt about its ability to continue as a going concern. Management’s plans with respect to alleviating the adverse financial conditions that caused management to express substantial doubt about the Company’s ability to continue as a going concern are as follows: The Company is currently trying to raise new debt or equity to set up and market its line of sports drinks. If the Company is not successful in the development and implementation of a concept which produces positive cash flows from operations, the Company may be forced to continue to raise additional equity or debt financing to fund its ongoing obligations or risk ceasing doing business. There can be no assurance that the Company will be able to achieve its business plans, raise any more required capital or secure the financing necessary to achieve its current operating plan. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. NOTE 9 - NOTE PAYABLE On April 30, 2020 Elite Beverage International was approved for a loan for $201,352 through the Payment Protection Program (PPP) with an interest of 0.98% per annum and a maturity date of April 23, 2022. Forgiveness in the amount of $105,867 was given on September 2, 2021, which was recorded as a gain on forgiveness on debt in the statement of operations. As of February 9, 2022, The SBA has paid off the balance of the PPP loan with the lender. The Company is waiting for formal confirmation from the SBA on the status of the loan balance and once received will record the forgiveness of the debt. On the PPP loan, interest expense was $3,587 for the nine months ended September 30 2023 and $2,632 for the nine months ended September 30, 2022, respectively. The balance of this PPP loan is $95,485 as of September 30, 2023 and December 31, 2022, respectively. During the year ended December 31, 2022 and the nine months ended in September 30, 2023, the Company entered into a non-convertible, non-interest bearing advance for $90,000 and $50,000, respectively from a third party and the monies will be paid back over the course of the next 12 months. As of September 30, 2023 and December 31, 2022, the balance of this advance is $140,000 and $90,000, respectively. In January of 2023, the Company entered into a refinance agreement with a third party that held the original agreement on July of 2022. In July of 2022, the Company entered into a receivables and sale note payable agreement with a third party. The funded amount by the third party was $50,460, this amount is the purchase price less fees and is the net amount funded to the Company. This note will be paid back with 48 weekly installments of $1,332, for a total amount of $63,960 to be paid back. The note contains Original Issue Discount (OID) of $13,500 at issuance. As of December 31, 2022, the Company owed $29,316 on this note payable and the OID balance is $6,188, leaving a net balance of $23,128. The Company has recorded $7,313 as interest expense for the year ended December 31, 2022 related to this OID. For the refinance terms in January of 2023 agreement, the Company funded amount by the third party was $98,500, this amount is the purchase price less fees and is the net amount funded to the Company. This note will be paid back with 60 weekly installments of $2,133, for a total amount of $128,000 to be paid back. This note contains Original Issue Discount (OID) of $29,500 at issuance. As of September 30, 2023, the Company owes $81,869 on this note payable and the OID balance is $11,799, leaving a net balance of $70,070. The Company has recorded $17,700 as interest expense for the nine months ended September 30, 2023 related to this OID. NOTE 10 - CONVERTIBLE NOTES PAYABLE On January 7, 2019, we issued a convertible promissory note to David Stoccardo in the amount of $157,500 with an interest rate of 8% per annum and a maturity date of January 8, 2020. The note carries a prepayment feature or is convertible 180 days from the date of the note, at a fixed price of $.05 or if publicly traded at the rate of the lessor of $.05 or the lowest of 65% of the lowest closing bid price for 3 trading days previous to the conversion or based on any subsequent financings with better terms to other investors. On January 17, 2019 the Company issued 400,000 shares of common stock in consideration for the execution of this note. These shares are restricted and subject to SEC Rule 144. These shares were valued at $20,000. This note also included an original discount fee of $7,500 and had an outstanding balance of $0 as of September 30, 2022. On May 14, 2019 we paid $5,000 of principal on this note and as of September30, 2023 and December 31, 2022, the outstanding balance was $152,500, respectively. On March 28, 2019 the Company issued David Stoccardo an additional convertible promissory note in the amount of $7,875, with the same terms as his convertible note issued on January 7, 2019 and it was fully satisfied as of December 31, 2022. On July 5, 2022, the Company issued 20,000 shares to this note holder and recorded $2,000 as additional interest expense for these shares, valued at $0.10 per share. The $2,000 of additional interest expense was expensed in the year ended December 31, 2022. The balance of this note as of September 30, 2023 and December 31, 2022 is $0, respectively. This note is in default and is accruing interest at the default rate of 18%. On December 4, 2019, we entered into a convertible promissory note in the amount of $189,000, with an interest rate of 8% per annum and a maturity date of December 4, 2020. The note carries a prepayment feature or is convertible 180 days from the date of the note, at a fixed price of $.05 or if publicly traded at the rate of the lessor of $.05 or the lowest of 65% of the lowest closing bid price for 3 trading days previous to the conversion or based on any subsequent financings with better terms to other investors. This note included an original discount fee of $9,000. At September 30, 2023 and December 31, 2022, balance on this debt discount was $0, respectively. We also issued 500,000 commitment shares valued at $25,000 on December 11, 2019 and recorded to debt discount. We amortized $1,712 for the year ended December 31, 2019, and $23,288 and $0 for the years ended December 31, 2020 and 2021 respectively. The outstanding balance on this note as of September 30, 2023 and December 31, 2022 was $189,000, respectively. This note is in default and is accruing interest at the default rate of 18%. On January 17, 2020 we issued a convertible promissory note to The Hillyer Group Inc. in the amount of $157,500 with an interest rate of 8% per annum and a maturity date of January 17, 2021. The note carries a prepayment feature or is convertible 180 days from the date of the note, at a fixed price of $.05 or if publicly traded at the rate of the lessor of $.05 or the lowest of 65% of the lowest closing bid price for 3 trading days previous to the conversion or based on any subsequent financings with better terms to other investors. On January 17, 2019 the Company issued 400,000 shares of common stock in consideration for the execution of this note. These shares are restricted and subject to SEC Rule 144. These shares were valued at $20,000 included an original discount fee of $7,500, which was recorded to debt discount. The Company recorded $0 and $1,503 as interest expense related to this OID for the nine months ended September 30, 2023 and 2022, respectively. The convertible note had an outstanding balance of $157,500 as of September 30, 2023 and December 31, 2022, respectively. This note is in default and is accruing interest at the default rate of 18%. On July 21, 2021 we issued a convertible promissory note to Hillyer Group LLC. in the amount of $26,250 with an interest rate of 8% per annum and a maturity date of July 21, 2022. The note carries a prepayment feature or is convertible 180 days from the date of the note, at a fixed price of $.05 or if publicly traded at the rate of the lessor of $.05 or the lowest of 65% of the lowest closing bid price for 3 trading days previous to the conversion or based on any subsequent financings with better terms to other investors. On July 21, we agreed to issue 60,000 shares of common stock in consideration for the execution of this note, which were subsequently issued on October 1, 2021. These shares are restricted and subject to SEC Rule 144. These shares were valued at $3,000 and recorded to debt discount.. This note also included an original discount fee of $1,250 recorded to debt discount, we amortized $703 for the year ended December 31, 2022 leaving a balance of $0. The Company recorded $0 and $620 as interest expense related to this OID for the nine months ended September 30, 2023 and 2022, respectively. The outstanding balance on the note was $26,250 as of September 30, 2023 and December 31, 2022, respectively. This note is in default and is accruing interest at the default rate of 18%. On September 16, 2021 we issued a convertible promissory note to Stout LLC. in the amount of $20,000 with an interest rate of 12% per annum and a maturity date of September 16, 2022. The note carries a prepayment feature or is convertible 180 days from the date of the note, at a fixed price of $.05 per share of common stock or if publicly traded at the rate of the lessor of $.05 or the lowest of 65% of the lowest closing bid price for 3 trading days previous to the conversion or based on any subsequent financings with better terms to other investors. The outstanding balance on the note was $20,000 as of September 30, 2023 and December 31, 2022, respectively. This note is in default and is accruing interest at the default rate of 18%. On March 1, 2023 we entered into a convertible promissory note in the amount of $10,000 with an interest rate of 8% per annum and a maturity date of March 1, 2024. The note carries a prepayment feature or is convertible 14 days from the date of the note, at a fixed price of $0.50 per share of common stock. The debt holder exercised the convertible option on the $10,000 note and converted the entire amount into 20,000 shares of the Company’s common stock. This conversion was carried out per the terms of the agreement, as such no gain or loss was recorded on the transaction The outstanding balance on the note was $0 as of September 30, 2023 as a result of the common stock conversion occurred. On May 3, 2023 we entered into a convertible promissory note in the amount of $25,000 with an interest rate of 10% per annum and a maturity date of May 3, 2024. The note carries a prepayment feature or is convertible 14 days from the date of the note, at a fixed price of $0.25 per share of common stock. The debt holder exercised the convertible option on the $25,000 note and converted the entire amount into 100,000 shares of the Company’s common stock. This conversion was carried out per the terms of the agreement, as such no gain or loss was recorded on the transaction The outstanding balance on the note was $0 as of September 30, 2023 as a result common stock conversion occurred. On May 15, 2023 we entered into a convertible promissory note in the amount of $50,000 with an interest rate of 10% per annum and a maturity date of May 15, 2024. The note carries a prepayment feature or is convertible 14 days from the date of the note, at a fixed price of $0.25 per share of common stock, which debt holder did not opt in. The outstanding balance on the note was $50,000 as of September 30, 2023. On May 16, 2023 we entered into a convertible promissory note in the amount of $50,000 with an interest rate of 10% per annum and a maturity date of May 16, 2024. The note carries a prepayment feature or is convertible 14 days from the date of the note, at a fixed price of $0.25 per share of common stock. The outstanding balance on the note was $50,000 as of September 30, 2023. On June 23, 2023 we entered into a convertible promissory note in the amount of $150,000 with an interest rate of 10% per annum and a maturity date of June 23, 2024. The note carries a prepayment feature or is convertible 14 days from the date of the note, at a fixed price of $0.25 per share of common stock. The outstanding balance on the note was $150,000 as of September 30, 2023. On September 12, 2023, we entered into a convertible promissory note in the amount of $10,000 with an interest rate of 10% per annum and a maturity date of September 11, 2024. The note carried a prepayment feature or is convertible 14 days from the date of the note, at a fixed price of $0.25 per share of common stock. This note was converted to 40,000 shares on September 25, 2023. The outstanding balance on the note was $0 as of September 30, 2023. Total interest expense including discount amortization on the above notes for the nine months ended September 30, 2023 and 2022 was $113,666 (including the finance lease interest on automobiles as referenced in Note 4) and $79,908, respectively. NOTE 11 - COMMITMENTS AND CONTINGENCIES None NOTE 12 - CONCENTRATIONS Concentration of Major Customers For the nine months ended September 30, 2023, the Company received approximately 32% of its revenue from online sales. As of December 31, 2022, the Company’s trade accounts receivables were $25,202 and 1 customer accounted for 90% of the trade accounts receivable balance. For the year ended December 31, 2022, the Company received approximately 23% of its revenue from online sales and 1 customer accounted for 15% of total revenue. NOTE 13 - INVENTORY As of September 30, 2023, the Company’s inventory was $143,130, which consisted of $47,221 in raw material and $95,909 in finished goods. As of December 31, 2022, the Company’s inventory was $178,003, which consisted of $46,740 in raw material and $131,263 in finished goods. NOTE 14 - OTHER INCOME On January 10, 2022 (the “effective date”), the Company entered into a settlement agreement with a third party related to patent infringement. The term of this settlement agreement is from the effective date and terminates on December 31, 2023 (the “termination date”). The third party will pay a 7% royalty fee to the Company on the sale of its products through the termination date. For the nine and three months ended September 30, 2023 and since the effective date of this agreement, the Company recorded $10,188 in other income related to the royalty fees. NOTE 15 - SUBSEQUENT EVENTS In accordance with ASC 855, the Company has analyzed its operations subsequent to September 30, 2023 through the date these consolidated financial statements were issued and has reported the following events: From October 1, 2023 to November 16, 2023, the Company has issued a total of 250,000 shares of common stock for consulting services provided. The consolidated financial statements include the operations of the Company and its wholly-owned subsidiary, Elite Beverage International Corp. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company’s consolidated financial statements are prepared using the accrual method of accounting and are presented in accordance with U.S. Generally Accepted Accounting Principles (GAAP). The Company has elected a calendar year-end. 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. We grant credit to our customers located within the United States of America; and do not require collateral. Our ability to collect receivables is affected by economic fluctuations in the geographic areas and industries served by us. As of September 30, 2023 and December 31, 2022, we had $0 and $25,202 in accounts receivable respectively. The allowance for doubtful trade receivables was $0 as of September 30, 2023 and December 31, 2022, respectively. 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 September 30, 2023 and December 31, 2022, we had $143,130 and $178,003 in inventory respectively. We had no reserve for potentially obsolete inventory as of September 30, 2023 and December 31, 2022, respectively. Prepaid expenses are expenditures that have not yet been consumed, and so are capitalized for a short period of time. They are initially recorded on the balance sheet as current assets, and are later charged to expense. As of September 30, 2023 and December 31, 2022, we had $0 and $1,951 in prepaid expenses, respectively. The Company presents both basic and diluted earnings per share (EPS) on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method, and convertible securities, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company had net losses as of September 30, 2023 and December 31, 2022, so then diluted EPS excluded all dilutive potential shares in the diluted EPS because their effect is anti-dilutive. As of September 30, 2023, the Company had $795,250 in convertible notes plus accrued interest of $336,360 that may be converted into 18,553,001 shares of common stock. As of December 31, 2022, the Company had $545,250 in convertible notes plus accrued interest of $259,971 that may be converted into 16,104,420 shares of common stock. 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 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 three and nine months ended September 30, 2023 and 2022, we had $0 research and development (R&D) expense, respectively. 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. Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. The company’s performance obligation is to deliver the product(s) per the contract and the obligation is met upon receipt of the product by the purchaser. Prices are predetermined plus applicable taxes and shipping costs. The company’s main source of revenue comes from distributors, retail stores and gyms, and online sales primarily coming from the company website and Amazon. Amounts invoiced or collected in advance of product delivery or providing services are recorded as deferred revenue. The Company accrues for warranty costs, sales returns, bad debts, and other allowances based on its historical experience. For the nine months ended September 30, 2023 and 2022, we had $40,141 and $22,197, respectively in revenue from the sale of our products. The Company records stock-based compensation using the fair value method. Equity instruments issued to employees and the cost of the services received as consideration are accounted for in accordance with ASC 718 “Stock Compensation” and are measured and recognized based on the fair value of the equity instruments issued. In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718). This update is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to non-employees (for example, service providers, external legal counsel, suppliers, etc.). The ASU expands the scope of Topic 718, Compensation-Stock Compensation, which currently only included share-based payments issued to employees, to also include share-based payments issued to non-employees for goods and services. Consequently, the accounting for share-based payments to non-employees and employees will be substantially aligned. This standard has been effective and applied for financial statements issued by public companies for the annual and interim periods after December 15, 2018. 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 nine months ended September 30, 2023 and 2022, we did not record any impairment on our previously announced Patent acquisition, resulting in no other income (expense) being recognized. Property and equipment 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 recorded on the straight-line basis method over the estimated useful lives of the assets. We adopted the following ASUs during 2022, none of which had a material impact to our consolidated financial statements or financial statement disclosures: ASU Effective Date 2021-04 Issuer’s Accounting for Certain Modifications or Exchanges of Warrants January 1, 2022 2021-05 Lessors - Certain Leases with Variable Lease Payments January 1, 2022 2021-08 Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers January 1, 2022 2022-06 Reference Rate Reform: Deferral of the Sunset Date of Topic 848 December 21, 2022 ASU 2022-02, Financial Instruments – Credit Losses, Troubled Debt Restructurings and Vintage Disclosures. In March 2022, the FASB issued a new accounting standard that eliminates the troubled debt recognition and measurement guidance. The new standard requires that an entity apply the loan refinancing and restructuring guidance in ASC 310 to all loan modifications and/or receivable modifications. It also enhances disclosure requirements for certain refinancing’s and restructurings by creditors when a borrower is experiencing financial difficulty and requires disclosure of current-period gross charge-offs by year of origination in the vintage disclosure. The new standard is effective and has been applied for fiscal years, and interim periods within those fiscal years, beginning after January 1, 2023. All other ASUs issued but not yet adopted were assessed and determined to be either not applicable or are not expected to have a material impact on our consolidated financial statements or financial statement disclosures. ASU Effective Date 2021-04 Issuer’s Accounting for Certain Modifications or Exchanges of Warrants January 1, 2022 2021-05 Lessors - Certain Leases with Variable Lease Payments January 1, 2022 2021-08 Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers January 1, 2022 2022-06 Reference Rate Reform: Deferral of the Sunset Date of Topic 848 December 21, 2022 Balance Sheet September 30, December 31, Classification 2023 2022 Right-of-use assets Other long-term assets Current lease liabilities Other current liabilities Non-current lease liabilities Other long-term liabilities September 30, 2023 Maturity of lease liabilities Financing Leases 2023 2024 2025 2026 2027 Thereafter Total lease payments Less: Imputed interest Present value of lease liabilities September 30, 2023 Trucks Total cost Less accumulated depreciation Net, property and equipment G7
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M %%%% !1110 44FZEH 0YR.:#T]:4]*C,B@[=W.,@9H Y_Q'I37]KOM[<27
M&-[,1M4
U+B@#FM/\,Z/I?B?5?$-E"\5[JJQB
MZPY*,4SA@O0'GDCKQ5%O ^@JSM&+F-I$N8Y"LI'F).
Consolidated Balance Sheets
Notes payable, net of OID
$ 11,799
$ 6,188
Stockholders' Equity (Deficit):
Common stock, par value
$ 0.0001
$ 0.0001
Common stock, shares authorized
465,000,000
465,000,000
Common stock, shares issued
130,091,300
127,881,300
Common stock, shares outstanding
130,091,300
127,881,300
Preferred stock, par value
$ 0.0001
$ 0.0001
Preferred stock, shares authorized
35,000,000
35,000,000
Preferred stock, shares issued
10,000,000
10,000,000
Preferred stock, shares outstanding
10,000,000
10,000,000
3 Months Ended
9 Months Ended
Consolidated Statements of Operations (Unaudited)
REVENUES
$ 13,433
$ 19,596
$ 40,141
$ 22,197
COST OF GOODS SOLD
13,267
41,374
43,476
102,853
GROSS PROFIT (LOSS)
166
(21,778)
(3,335)
(80,656)
OPERATING EXPENSES
Legal and accounting
65,765
92,320
206,406
187,366
Advertising
21,251
80,545
63,462
162,500
Consulting
140,900
370,421
372,724
995,321
General and administrative
141,815
222,789
387,829
465,922
Total Operating Expenses
369,731
766,075
1,030,421
1,811,109
OPERATING LOSS
(369,565)
(787,853)
(1,033,756)
(1,891,765)
OTHER INCOME (EXPENSE)
Other income
10,188
0
10,188
0
Gain on debt forgiveness
0
6,000
0
6,000
Interest expense
(40,797)
(29,699)
(113,666)
(79,908)
Total Other Expense
(30,609)
(23,699)
(103,478)
(73,908)
NET LOSS
$ (400,174)
$ (811,552)
$ (1,137,234)
$ (1,965,673)
BASIC AND DILUTED NET LOSS PER COMMON SHARE
$ (0.00)
$ (0.01)
$ (0.01)
$ (0.02)
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
129,758,257
115,802,496
128,996,245
109,268,351
9 Months Ended
GENERAL
GENERAL
9 Months Ended
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
9 Months Ended
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS
9 Months Ended
LEASES
LEASES
$ 112,332 $ 130,381 18,602 17,282 86,398 95,993 $ 6,929 27,717 27,717 27,717 27,012 10,099 $ 127,191 (22,191 ) $ 105,000
9 Months Ended
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT
55,000 55,000 (13,742 ) $ 41,258
9 Months Ended
COMMON STOCK AND COMMON STOCK WARRANTS
COMMON STOCK AND COMMON STOCK WARRANTS
9 Months Ended
PREFERRED STOCK
PREFERRED STOCK
9 Months Ended
GOING CONCERN
GOING CONCERN
9 Months Ended
NOTE PAYABLE
NOTE PAYABLE
9 Months Ended
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE
9 Months Ended
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES
9 Months Ended
CONCENTRATIONS
CONCENTRATIONS
9 Months Ended
INVENTORY
INVENTORY
9 Months Ended
OTHER INCOME
OTHER INCOME
9 Months Ended
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS
9 Months Ended
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Basis of Presentation
Cash and Cash Equivalents
Accounts Receivable
Inventory
Prepaid Expenses
Basic and Diluted Loss Per Share
Fair Value of Financial Instruments
Research and Development
Use of Estimates
Revenue Recognition
Stock-Based Compensation
Long Lived Assets
Property, Equipment and Intangible Assets
Recently Issued Accounting Standards
Accounting Standards Issued But Not Yet Adopted
9 Months Ended
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Schedule of material impact to our consolidated financial statements
9 Months Ended
LEASES
Schedule of classification of leases
$ 112,332 $ 130,381 18,602 17,282 86,398 95,993
Schedule of maturities of lease liabilities
$ 6,929 27,717 27,717 27,717 27,012 10,099 $ 127,191 (22,191 ) $ 105,000
9 Months Ended
PROPERTY AND EQUIPMENT
Summary of property and equipment
55,000 55,000 (13,742 ) $ 41,258
Common stock, par value
$ 0.0001
$ 0.0001
Common stock, shares issued
130,091,300
127,881,300
Common Stocks Member
Ownership percentages
100.00%
Patent shares issued
200,000
Intellectual property and patent ownership shares
400,000
Intellectual property and patent ownership shares value
$ 20,000
Impairment loss
$ 20,000
Firestone and McKenzie [Member]
Common stock, par value
$ 0.0001
Common stock, shares issued
50,000,000
Shares issued
100,000,000
3 Months Ended
9 Months Ended
12 Months Ended
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Accumulated deficit
$ (8,476,880)
$ (8,476,880)
FDIC insured amount
250,000
250,000
Allowance for doubtful trade receivables
0
0
$ 0
Accounts Receivable
0
0
25,202
Inventory
143,130
143,130
178,003
Convertible notes
795,250
795,250
545,250
Prepaid Expenses
0
0
1,951
Accrued interest
336,360
$ 336,360
$ 259,971
Convertible notes converted in common stock shares
18,553,001
16,104,420
Research and development expense
0
$ 0
$ 0
$ 0
Revenue
$ 13,433
$ 19,596
$ 40,141
$ 22,197
9 Months Ended
Shares issued par value
$ 0.0001
$ 0.0001
Elite Beverage International [Member]
Shares issued
5,000,000
Shares issued par value
$ 0.0001
$ 0.0001
$ 0.0001
Shares issued, value
$ 500
Mr. Clark [Member]
Outstanding balance
$ 104,922
$ 77,922
Consulting expense
27,000
$ 27,000
The Mosely Group [Member]
Outstanding balance
4,500
4,500
Accounting expense
0
$ 0
Joey Firestone [Member]
Initial payment for vehicles
$ 19,000
Outstanding balance un-reimbursed business expense
0
26,689
$ 26,689
Outstanding balance, consulting services
40,000
85,000
Outstanding balance, salary
$ 380,937
$ 215,312
Other long-term assets [Member]
Right-of-use assets
$ 112,332
$ 130,381
Other current liabilities [Member]
Current lease liabilities
18,602
17,282
Other long-term liabilities [Member]
Non-current lease liabilities
$ 86,398
$ 95,993
LEASES
2023
$ 6,929
2024
27,717
2025
27,717
2026
27,717
2027
27,012
Thereafter
10,099
Total lease payments
127,191
Less: Imputed interest
(22,191)
Present value of lease liabilities
$ 105,000
9 Months Ended
Related party lease liability
$ 142,613
Right-of-use asset
142,613
Selling, general and administrative expenses
18,049
$ 0
Interest expense
$ 7,870
$ 2,859
Joey Firestone, CEO [Member]
Description of lease agreement
The monthly payment for each vehicle is 66 months of $706 (APR 8.99%) (2019 Mercedes Sprinter Van), 72 months of $807 (APR9.95%) (2019 Ford Transit Van), and 72 months of $797. (APR 10.59%) (2020 Ford Transit Van) Each vehicle has a purchase option upon the completion of the lease agreement
Total initial payments
$ 19,000
Vehicle Three [Member] | Joey Firestone, CEO [Member]
Total initial payments
5,000
Vehicle One [Member] | Joey Firestone, CEO [Member]
Total initial payments
9,000
Vehicle Two [Member] | Joey Firestone, CEO [Member]
Total initial payments
$ 5,000
Property and equipment
$ 55,000
Less accumulated depreciation
(13,742)
Net, property and equipment
41,258
$ 49,485
Trucks [Member]
Property and equipment
$ 55,000
9 Months Ended
PROPERTY AND EQUIPMENT
Depreciation expense
$ 8,228
$ 2,742
Estimated useful life
5 years
Preferred Stock, shares authorized
35,000,000
35,000,000
Preferred stock, par value
$ 0.0001
$ 0.0001
Preferred stock, value issued
$ 1,000
$ 1,000
Preferred stock, shares issued
10,000,000
10,000,000
Transferred ownership of preferred shares
10,000,000
Series A Preferred Stock [Member]
Preferred stock, value issued
$ 1,000
Preferred stock, shares issued
10,000,000
Transferred ownership of preferred shares
5,000,000
1 Months Ended
3 Months Ended
9 Months Ended
12 Months Ended
Interest expense including discount amortization
$ 113,666
$ 79,908
Convertible promissory note
$ 295,000
10,000
Common stock shares converted
18,553,001
16,104,420
Common stock value
$ 12,788
$ 13,009
$ 13,009
$ 12,788
Additional interest expense against issuing shares
$ 40,797
$ 29,699
113,666
79,908
Debt discount
$ 23,888
5,779
Common stock shares issued
127,881,300
130,091,300
130,091,300
127,881,300
The Hillyer Group Inc One [Member]
Outstanding balance of notes payable
$ 26,250
$ 26,250
$ 26,250
$ 26,250
Interest expense of OID
0
620
Balance of amortized debt discount
42
The Hillyer Group Inc Two [Member]
Outstanding balance of notes payable
20,000
20,000
20,000
20,000
David Stoccardo [Member]
Interest rate
8.00%
8.00%
Maturity date
Dec. 04, 2020
Jan. 08, 2020
Description of conversion of debt
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
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
Outstanding balance of notes payable
189,000
189,000
0
189,000
0
189,000
Convertible promissory note
$ 189,000
$ 157,500
Common shares issued, shares
400,000
Common stock value
$ 20,000
Original discount fees
$ 9,000
$ 7,500
7,500
Payment of principal amount
$ 5,000
Outstanding balance
$ 152,500
Issued shares
20,000
Issued shares, value per share
$ 0.10
Additional interest expense against issuing shares
$ 2,000
Balance of note payable
0
0
0
0
Interest expense debt
2,000
Debt discount
0
0
0
Default rate of interest
18.00%
18.00%
Shares issued on commitments,shares
500,000
Shares issued on commitments, amounts
$ 25,000
Amortized of debt
$ 0
$ 23,288
$ 1,712
The Hillyer Group Inc [Member]
Interest rate
12.00%
8.00%
8.00%
Maturity date
Sep. 16, 2022
Jul. 21, 2022
Jan. 17, 2021
Description of conversion of debt
The note carries a prepayment feature or is convertible 180 days from the date of the note, at a fixed price of $.05 per share of common stock or if publicly traded at the rate of the lessor of $.05 or the lowest of 65% of the lowest closing bid price for 3 trading days previous to the conversion
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
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
Outstanding balance of notes payable
$ 157,500
157,500
157,500
157,500
Convertible promissory note
$ 20,000
$ 26,250
$ 157,500
Common stock value
3,000
20,000
Original discount fees
$ 1,250
$ 7,500
Additional interest expense against issuing shares
703
$ 547
Interest expense of OID
0
$ 1,503
Default rate of interest
18.00%
18.00%
Common stock shares issued
60,000
400,000
Balance of interest expense
$ 0
Balance of amortized debt discount
$ 0
Convertible promissory note
Interest rate
8.00%
Maturity date
Mar. 01, 2024
Description of conversion of debt
The note carries a prepayment feature or is convertible 14 days from the date of the note, at a fixed price of $0.50 per share of common stock. The debt holder exercised the convertible option on the $10,000 note and converted the entire amount into 20,000 shares of the Company’s common stock
Convertible promissory note
$ 10,000
Common stock shares converted
20,000
Convertible promissory note one
Interest rate
10.00%
Maturity date
May 03, 2024
Description of conversion of debt
The note carries a prepayment feature or is convertible 14 days from the date of the note, at a fixed price of $0.25 per share of common stock
Convertible promissory note
$ 25,000
Common stock shares converted
100,000
Outstanding debt balance
0
0
Convertible promissory note two
Interest rate
10.00%
Maturity date
May 15, 2024
Description of conversion of debt
The note carries a prepayment feature or is convertible 14 days from the date of the note, at a fixed price of $0.25 per share of common stock
Convertible promissory note
$ 50,000
Outstanding debt balance
50,000
50,000
Convertible promissory note three
Interest rate
10.00%
Maturity date
May 16, 2024
Description of conversion of debt
The note carries a prepayment feature or is convertible 14 days from the date of the note, at a fixed price of $0.25 per share of common stock
Convertible promissory note
$ 50,000
Outstanding debt balance
50,000
50,000
Convertible promissory note four
Interest rate
10.00%
Maturity date
Jun. 23, 2024
Description of conversion of debt
The note carries a prepayment feature or is convertible 14 days from the date of the note, at a fixed price of $0.25 per share of common stock
Convertible promissory note
$ 150,000
Outstanding debt balance
150,000
150,000
Convertible promissory note five
Interest rate
10.00%
Maturity date
Sep. 11, 2024
Description of conversion of debt
The note carried a prepayment feature or is convertible 14 days from the date of the note, at a fixed price of $0.25 per share of common stock
Convertible promissory note
$ 10,000
Common stock shares converted
40,000
Outstanding debt balance
$ 0
$ 0
9 Months Ended
12 Months Ended
Accounts receivables
$ 0
$ 25,202
Percentages of revenue from online sales
32.00%
One Customer [Member]
Percentages of revenue
90.00%
23.00%
Percentages of total revenue
15.00%
INVENTORY
Inventory
$ 143,130
$ 178,003
Inventory, raw material
47,221
46,740
Inventory, finished goods
$ 95,909
$ 131,263
3 Months Ended
9 Months Ended
OTHER INCOME
Royalty interest rate
7.00%
Other Income
$ 10,188
$ 0
$ 10,188
$ 0
2 Months Ended
Subsequent Event [Member]
Common shares issued, shares
250,000
#ER_&S[)Y-AB/3@8GD]&3;'[04/:O7.S@
MW8>VB4.;49>-%/'
9DJ87894Q(Z/T[-9%K\R'4;ON%XP9
M7;&:*"[_H5U#$S?&,^#@YAPK]3*&N;M49Z,SQ:.BR>N6)!]X"565.HG3@
=,#6_6P]\*8,/61B/'6D
MX36GGP!H>0.M+PS!;P9\P.9'Q>@?4$L#!!0 ( /B#<%<@.P\;B@< .01
M 9 >&PO=V]R:W-H965T)3X#8;@*'I?*:Z3/.&*7T/:K[I"!I(6K55"=JG:0XK@Z?<
MA*ZX&2J46E@U",B]00DSE3GW+B>7$7K&:6Q4F1FFZ;$?AQT2C=/M0*<8/VA#
M#W.@E)T4.(U26?"L=%UFZR[,P!T./9;