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) |
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(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
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(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 August 14, 2024, there were
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
C O N T E N T S
Elite Performance Holding Corp.
Consolidated Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023 |
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| Table of Contents |
Elite Performance Holding Corp. | ||||||||
Consolidated Balance Sheets |
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| June 30, |
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| December 31, |
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| 2023 |
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ASSETS |
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CURRENT ASSETS |
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Cash |
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Inventory |
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Prepaid expenses |
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Total Current Assets |
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Property and equipment, net |
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Right of use asset |
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TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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CURRENT LIABILITIES |
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Accounts payable |
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Accounts payable and accrued expenses related party |
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Accrued expenses |
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Lease liability - current |
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Advances |
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Convertible notes payable (net of debt discount) |
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Total Current Liabilities |
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Long-term Liabilities |
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Lease liability - long-term |
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PPP Loan |
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Total Long-Term Liabilities |
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Total Liabilities |
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Commitments and Contingencies |
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STOCKHOLDERS' DEFICIT |
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Preferred stock; $ |
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Common stock; $ |
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Shares to be issued |
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Additional paid-in capital |
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Accumulated deficit |
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Total Stockholders' Deficit |
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
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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) |
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| Three months ended June 30, |
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| Six months ended June 30, |
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| 2023 |
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REVENUES |
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COST OF GOODS SOLD |
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GROSS (LOSS) PROFIT |
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OPERATING EXPENSES |
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Legal and accounting |
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Advertising |
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Consulting |
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General and administrative |
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Total Operating Expenses |
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OPERATING LOSS |
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OTHER INCOME (EXPENSE) |
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Other income |
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Interest expense |
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Total Other Expense |
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NET LOSS |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
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BASIC AND DILUTED NET LOSS PER COMMON SHARE |
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BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING |
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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 six months ended June 30, 2024 and 2023 | ||||||||||||||||||||||||||||||||
(Unaudited) |
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| Shares |
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| Additional |
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| Total |
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| Common Stock |
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| Preferred Stock |
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| to be |
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| Paid-in |
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| Accumulated |
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| Stockholders’ |
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| Shares |
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| Amount |
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| Issued |
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| Capital |
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| Deficit |
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| (Deficit) |
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Balance December 31, 2023 |
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Shares issued for Services |
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| - |
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Retirement of founder shares |
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Warrants issued for services |
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Shares issued in connection with convertible debt |
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| - |
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Shares issued as debt issuance cost |
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| - |
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Net loss |
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Balance March 31, 2024 |
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Shares issued for Services |
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| - |
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| - |
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Retirement of founder shares |
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Warrants issued for services |
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Shares issued in connection with convertible debt |
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Shares issued as AP |
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| - |
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Net loss |
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Balance June 30, 2024 |
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Balance December 31, 2022 |
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Shares to be issued for Reg D subscriptions |
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Shares issued for settlement of accounts payable |
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Shares issued for services |
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Shares issued in connection with convertible debt |
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Net loss |
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Balance March 31, 2023 |
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Reg D subscriptions |
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Shares to be issued fro Reg D subscriptions |
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Shares issued for services |
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| - |
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Shares to be issued for Services |
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Shares issued in connection with convertible debt |
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| - |
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| - |
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Net loss |
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| - |
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Balance June 30, 2023 |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ | ( | ) | ||||||
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) |
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| Six months ended June 30, |
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| 2024 |
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| 2023 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss |
| $ | ( | ) |
| $ | ( | ) |
Items to reconcile net loss to net cash used in operating activities: |
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Amortization of debt discount |
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Shares issued for services |
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Warrants issued for services |
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Loss on inventory write-down |
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Depreciation expense |
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Changes in operating assets and liabilities |
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(Increase) / decrease in accounts receivable |
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(Increase) / decrease in inventory |
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(Increase) / decrease in prepaid expenses |
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(Increase) / decrease in right of use assets |
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Increase in accounts payable - related party |
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Increase in accounts payable and accrued expenses |
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Net Cash Used in Operating Activities |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Proceeds from convertible debt |
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Proceeds from notes payable |
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Repayments of notes payable |
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| (66,913 | ) |
Bank overdraft |
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Payments on financing leases |
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Proceeds from advances |
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Proceeds from sale of common stock and shares to be issued |
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Net Cash Provided by Financing Activities |
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(Decrease) Increase in Cash |
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CASH AT BEGINNING OF PERIOD |
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CASH AT END OF PERIOD |
| $ |
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| $ |
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Supplemental Cash Flow Information: |
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Cash paid for: |
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Interest Paid |
| $ |
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| $ |
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Taxes |
| $ |
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| $ |
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Non-Cash Investing and Financing Activities: |
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Shares issued in conversion with convertible notes |
| $ |
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| $ |
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Gain on related party accounts payable conversion |
| $ |
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| $ |
| ||
Shares issued as debt issuance cost |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these unaudited consolidated financial statements
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Elite Performance Holding Corp.
Consolidated Notes to the Financial Statements
For the three and six months ended June 30, 2024
(Unaudited)
NOTE 1 - GENERAL
Business Overview
Elite Performance Holding Corporation (“EPH”) was formed on January 30, 2018 (inception) and is a holding company with anticipated holdings in companies centered on innovative and proprietary nutritional and dietary fitness enhancement products, that are in the sports performance, weight loss, nutritional, functional beverage, and energy markets.
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 June 30, 2024, 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.
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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.
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.
Cash and Cash Equivalents
The Company maintains 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
The Company grants 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 June 30, 2024 and December 31, 2023, the Company had $
Inventory
Inventories are valued at the lower of weighted average cost or net realizable value. Our industry experiences changes in technology, changes in market value and availability of raw materials, as well as changing customer demand. The Company makes 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. During the quarter ending June 30, 2024, the Company wrote off $
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 June 30, 2024 and December 31, 2023, we had $
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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 June 30, 2024 and December 31, 2023, so then diluted EPS excluded all dilutive potential shares in the diluted EPS because their effect is anti-dilutive. As of June 30, 2024, 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.
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 six months ended June 30, 2024 and 2023, the Company 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 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 six months ended, as of June 30, 2024 and 2023, the Company 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.
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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 three and six months ended, as of June 30, 2024 and 2023, the Company did not record any impairment on our previously announced Patent acquisition, resulting in no other income (expense) being recognized.
Property and Equipment
Property and equipment are carried at cost, less accumulated depreciation. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Depreciation and amortization is recorded on the straight-line basis method over the estimated useful lives of the assets.
Accounting Standards Issued But Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740)—Improvements to Income Tax Disclosure” (“ASU 2023-09”), which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. ASU 2023-09 is required to be adopted for annual periods beginning after December 15, 2024, with early adoption permitted. The Company will adopt this accounting standard update effective January 1, 2025. The Company expects that the adoption of the standard will not have a material impact on our consolidated financial statements.
Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to be relevant or have a material impact on the consolidated financial statements upon adoption.
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NOTE 3 - RELATED PARTY TRANSACTIONS
Accounts and Notes Payable related party
For the six months ended June 30, 2024 and 2023, the Company had $
For the six months ended June 30, 2024 and 2023, the Company had $
For the six months ended June 30, 2024 and 2023, the Company had $0 in accounting expense respectively to “The Mosely Group.” owned by Reesa McKenzie. Ms. McKenzie is the sister of John McKenzie. On April 26, 2024, the Company converted the $
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 ,000,000 (valued at par $
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 $
For the six months ended June 30, 2024 and 2023, the Company had $
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. The Company 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, the Company was not required to restate prior period financial information or provide Topic 842 disclosures for prior periods. The Company 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 the Company 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, the Company uses the implicit rate in determining the present value of lease payments. When leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date, including the lease term.
The Company recognized a $
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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.
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Right-of-use assets |
| Other long-term assets |
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Current lease liabilities |
| Other current liabilities |
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Non-current lease liabilities |
| Other long-term liabilities |
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As of June 30, 2024, our maturities of our lease liabilities are as follows:
Maturity of lease liabilities |
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2024 (six months remaining) |
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2025 |
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2026 |
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2027 |
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Thereafter |
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Total lease payments |
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Less: Imputed interest |
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Present value of lease liabilities |
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NOTE 5 - PROPERTY AND EQUIPMENT
The following is a summary of property and equipment—at cost, less accumulated depreciation:
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| June 30, 2024 |
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Trucks |
| $ |
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Total cost |
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Less accumulated depreciation |
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Net, property and equipment |
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Depreciation expense for the six months ended June 30, 2024 and 2023 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:
Restricted Shares issued
For the year ended December 31, 2023, the Company issued
For the year ended December 31, 2023, the Company issued
For the year ended December 31, 2023, the Company issued
As of December 31, 2023 the Company had
For the six months ended June 30, 2024, the Company issued
For the six months ended June 30, 2024, the Company issued
On January 23, 2024, the Company issued
On March 1, 2024, it was determined that in the best interests of the Company to reduce the total outstanding shares of common stock and Jon Mckenzie retired fifteen million shares of common stock back to the company at no fee and Joey Firestone retired ten million shares of common stock back to the Company at no fee.
On April 26, 2024, the Company issued
As of June 30, 2024, the Company had
Common Stock Warrants
On March 18, 2024, the Company issued Greentree Financial, Inc.
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On March 18, 2024, the Company issued High Creek Ventures, Inc
On May 6, 2024, the Company issued Greentree Financial
Average risk-free rate:
Average expected life (in years):
Volatility:
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Outstanding at December 31, 2022 |
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Issued |
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Exercised |
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Expired or cancelled |
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Outstanding at December 31, 2023 |
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Issued |
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Exercised |
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Expired or cancelled |
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Outstanding at June 30, 2024 |
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NOTE 7 - PREFERRED STOCK
The Company has authorized a total of
On February 2, 2018 Elite Performance Holding Corp.,
On March 03, 2023, Jon McKenzie transferred his ownership of
NOTE 8 - NOTE PAYABLE
On April 30, 2020 Elite Beverage International was approved for a loan for $
During the six months ended June 30, 2024 and years ended December 31, 2023 and 2022, the Company entered into non-convertible, non-interest bearing advances 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 $
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NOTE 9 - CONVERTIBLE NOTES PAYABLE
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| $ |
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Additions to convertible debt |
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Conversion of advances and accrued interest to convertible debt |
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Conversion of convertible debt to common stock |
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Total |
| $ |
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| $ |
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On December 4, 2019, the Company entered into a convertible promissory note in the amount of $
On January 17, 2020, the Company issued a convertible promissory note to The Hillyer Group Inc. in the amount of $
On July 21, 2021, the Company issued a convertible promissory note to Hillyer Group LLC. in the amount of $
On September 16, 2021, the Company issued a convertible promissory note to Stout LLC. in the amount of $
On March 1, 2023, the Company entered into a convertible promissory note in the amount of $
On May 3, 2023, the Company entered into a convertible promissory note in the amount of $
On May 15, 2023, the Company entered into a convertible promissory note in the amount of $
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On May 16, 2023, the Company entered into a convertible promissory note in the amount of $
On June 23, 2023, the Company entered into a convertible promissory note in the amount of $
On September 12, 2023, the Company entered into a convertible promissory note in the amount of $
On November 1, 2023, the Company entered into a convertible promissory note in the amount of $
On January 4, 2024, the Company entered into a convertible promissory note in the amount of $
On January 23, 2024, the Company modified and aggregated several Hillyer loans totaling $
On January 30, 2024, the Company entered into a convertible promissory note in the amount of $
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On February 28, 2024, the Company entered into a convertible promissory note in the amount of $
On March 12, 2024, the Company entered into a convertible promissory note in the amount of $
On March 15, 2024, the Company entered into a convertible promissory note in the amount of $
On April 5, 2024, the Company entered into a convertible promissory note in the amount of $100,000 with an interest rate of 12% per annum and a maturity date of April 5, 2025. 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 400,000 shares, as stated within the terms of the agreement. The outstanding balance on the note was $0 as of June 30, 2024.
On April 24, 2024, the Company entered into a convertible promissory note in the amount of $40,000 with an interest rate of 12% per annum and a maturity date of April 24, 2025. 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 160,000 shares, as stated within the terms of the agreement. The outstanding balance on the note was $0 as of June 30, 2024.
On May 24, 2024, the Company entered into a convertible promissory note in the amount of $100,000 with an interest rate of 12% per annum and a maturity date of May 24, 2025. 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 400,000 shares, as stated within the terms of the agreement. The outstanding balance on the note was $0 as of June 30, 2024.
On June 19, 2024, the Company entered into a convertible promissory note in the amount of $10,000 with an interest rate of 12% per annum and a maturity date of June 19, 2025. 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, as stated within the terms of the agreement. The outstanding balance on the note was $0 as of June 30, 2024.
As of June 30, 2024 and December 31, 2023, the Company has $1,124,489 and $820,250, in convertible debt outstanding, net of debt discount, respectively. As of June 30, 2024 and December 31, 2023, the Company issued 2,415,720 common shares and 200,000 common shares, for the conversion of convertible notes, respectively. Total interest expense including discount amortization on the above notes for June 30, 2024 and 2023 was $80,291 (including the finance lease interest on automobiles as referenced in Note 4) and $72,869, respectively.
NOTE 10 - COMMITMENTS AND CONTINGENCIES
From time to time the Company is a party to various claims, lawsuits and other legal proceedings that arise in the ordinary course of business. As of the date of this filing, the Company is not aware of any other material legal proceedings to which the Company or any of its subsidiaries is a party or to which any of our property is subject, other than as disclosed above.
NOTE 11 - CONCENTRATIONS
None
NOTE 12 - INVENTORY
During the quarter ending June 30, 2024, the Company wrote off $
NOTE 13 - SUBSEQUENT EVENTS
In accordance with ASC 855, the Company has analyzed its operations subsequent to June 30, 2024 through the date these consolidated financial statements were issued and has reported the following events:
None
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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 June 30, 2024, we had an accumulated deficit totaling ($9,525,790). 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. |
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| ✓ | 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. |
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| ✓ | 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. |
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| ✓ | 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. |
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| ✓ | 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. |
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| ✓ | 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. |
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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 Months Ended June 30, 2024 Compared To The Three Months Ended June 30, 2023.
Operating Revenues
The Company’s revenues were $611 for the three months ended June 30, 2024, compared to $16,800 for the three months ended June 30, 2023.
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Gross Profit (Loss)
For the three months ended June 30, 2024, the Company’s gross profit (loss) was $(4,949) compared to $1,849 for the three months ended June 30, 2023.
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.
General and Administrative Expenses
For the three months ended June 30, 2024, general and administrative expenses were $138,400 compared to $132,976 for the three months ended June 30, 2023, an increase of $5,424. This increase was due to an increase in operations.
Advertising Expense
For the three months ended June 30, 2024, advertising expenses were $5,467 compared to $17,557 for the three months ended June 30, 2023, a decrease of $12,090.
Legal and Accounting Expense
For the three months ended June 30, 2024, Legal and Accounting expenses were $51,084 compared to $73,918 for the three months ended June 30, 2023, a decrease of $22,834. This decrease was due to a decrease in operations and legal filings.
Consulting expense
For the three months ended June 30, 2024, Consulting expenses were $(8,012) compared to $114,860 for the three months ended June 30, 2023, a decrease of $122,872. This decrease was due to shares and warrants issued for consulting in 2023.
Interest Expense
For the three months ended June 30, 2024, Interest expenses were $47,893 compared to $35,639 for the three months ended June 30, 2023, a decrease of $12,254. This decrease was due to the conversion of several outstanding notes.
Our net loss for the three months ended June 30, 2024, was $238,981 compared to $373,101 for the three months ended June 30, 2023, a decrease of $134,120. This decrease was due primarily to the decrease in legal, consulting, accounting and advertising expenses.
Results for the Six Months Ended June 30, 2024 Compared To The Six Months Ended June 30, 2023.
Operating Revenues
The Company’s revenues were $681 for the six months ended June 30, 2024, compared to $26,708 for the six months ended June 30, 2023.
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Gross Profit (Loss)
For the six months ended June 30, 2024, the Company’s gross profit (loss) was ($4,879) compared to ($3,501) for the six months ended June 30, 2023.
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.
General and Administrative Expenses
For the six months ended June 30, 2024, general and administrative expenses were $222,710 compared to $246,014 for the six months ended June 30, 2023, a decrease of $23,304. This decrease was due to a decrease in operations.
Advertising Expense
For the six months ended June 30, 2024, advertising expenses were $8,497 compared to $42,211 for the six months ended June 30, 2023, a decrease of $33,714.
Legal and Accounting Expense
For the six months ended June 30, 2024, Legal and Accounting expenses were $111,501 compared to $140,641 for the six months ended June 30, 2023, a decrease of $29,140. This decrease was due to a decrease in operations and legal filings.
Consulting expense
For the six months ended June 30, 2024, Consulting expenses were $298,388 compared to $231,824 for the six months ended June 30, 2023, an increase of $66,654. This increase was due to shares and warrants issued for consulting.
Interest Expense
For the six months ended June 30, 2024, Interest expenses were $91,872 compared to $72,869 for the six months ended June 30, 2023, an increase of $19,003.
Our net loss for the six months ended June 30, 2024, was $735,602 compared to $737,060 for the six months ended June 30, 2023, an increase of $1,458. This increase was due primarily from the shares and warrants issued for services to consultants.
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 June 30, 2024, the Company had total current assets of $39,852 compared to $30,854 at December 31, 2023.
| 21 |
| Table of Contents |
At June 30, 2024, the Company had total current liabilities of $3,101,170 compared to $3,060,168 at December 31, 2023.
We had working capital deficit of $2,965,833 as of June 30, 2024, compared to $2,933,829 as of December 31, 2023.
Cashflows from Operating Activities
During the six months ended June 30, 2024, cash provided by (used in) operating activities was $349,731 compared to $372,686 for six months ended June 30, 2023. Cash used in operating activities for the six months ended June 30, 2024 was primarily the result of a $735,602 net loss.
Cashflows from Investing Activities
During the six months ended June 30, 2024, cash provided by (used in) investing activities was $0 compared to $0 for the six months ended June 30, 2023.
Cashflows from Financing Activities
During the six months ended June 30, 2024, cash provided by financing activities was $349,701 compared to $432,653 for the six months ended June 30, 2023. Cash provided by financing activities for the six months ended June 30, 2024 was primarily the result of proceeds from notes payable and advances.
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 June 30, 2024, have been prepared on a going concern basis and Note 2 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.
| 22 |
| Table of Contents |
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
As required by Rule 13a-15 of the Exchange Act, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of the design and operation of our “disclosure controls and procedures” (each as defined in Rules) as of the end of the period covered by this Quarterly Report on Form 10-Q.
We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are designed to ensure that information required to be disclosed in our reports filed or submitted to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that information is accumulated and communicated to management, including the principal executive and financial officer as appropriate, to allow timely decisions regarding required disclosures. Based on that evaluation, we identified a material weakness related to the lack of a sufficient complement of competent finance personnel to appropriately account for, review and disclose the completeness and accuracy of transactions we entered into.
Our principal executive officer and principal financial officer evaluated the effectiveness of disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q, pursuant to Rule 13a-15(b) under the Exchange Act. Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of the evaluation date, our disclosure controls and procedures were not effective, due to the material weakness in our control environment and financial reporting process discussed above.
Management believes that the consolidated financial statements in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial condition as of the Evaluation Date, and results of our operations and cash flows for the Evaluation Date, in conformity with GAAP.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting, identified in connection with the evaluation of such internal control that occurred during the six months ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 23 |
| 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. BYLT Basics filed a lawsuit since the company filed the two oppositions and the company filed a countersuit for trademark infringement and breach of settlement agreement. The attorneys are in contact to discuss a settlement and the scheduling hearing is set for end of August.
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
For the year ended December 31, 2023, the Company issued 730,000 shares in connection with the Regulation D offering in the amount of $73,000 valued at $0.10 per share.
For the year ended December 31, 2023, the Company issued 1,570,000 shares in the amount of $157,000 valued at $0.10 per share for consulting services.
For the year ended December 31, 2023, the Company issued 200,000 shares in the amount of $55,000 valued at $0.25 per share for the conversion of $55,000 principal of a convertible note payable made within the terms of the agreement and no gain or loss results from it. In addition, the Company issued 16,250 shares valued at $0.10 per share as consideration upon the execution of these agreements.
As of December 31, 2023 we had 130,397,550 common shares outstanding.
| 24 |
| Table of Contents |
For the six months ended June 30, 2024, the Company issued 980,000 shares in the amount of $98,000 valued at $0.10 per share for consulting services.
For the six months ended June 30, 2024, the Company issued 2,555,720 shares in the amount of $491,786 valued at $0.25 per share were issued for the conversion of $491,786 principal and accrued interest of convertible notes payable made within the terms of the agreement and no gain or loss results from it.
On January 23, 2024, the Company issued 50,000 shares to Hillyer in the amount of $5,000 valued at $0.10 per share as incentive in relation to the consolidation and modification of various notes, accrued interest and advances.
On March 1, 2024, it was determined that in the best interests of the Company to reduce the total outstanding shares of common stock and Jon Mckenzie retired fifteen million shares of common stock back to the company at no fee and Joey Firestone retired ten million shares of common stock back to the Company at no fee.
On April 26, 2024, the Company issued 18,000 shares in the amount of $1,800 valued at $0.10 per share to a related party in relation to an accounts payable balance totaling $4,500. The remaining difference was recorded as other income.
As of June 30, 2024, the Company had 109,001,270 common shares outstanding.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURE
Not Applicable.
ITEM 5. OTHER INFORMATION
None.
| 25 |
| 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* |
| Inline XBRL Instance Document (1) |
101.SCH* |
| Inline XBRL Taxonomy Extension Schema Document (1) |
101.CAL* |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document (1) |
101.DEF* |
| Inline XBRL Taxonomy Extension Definition Linkbase Document (1) |
101.LAB* |
| Inline XBRL Taxonomy Extension Label Linkbase Document (1) |
101.PRE* |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document (1) |
104* |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) (1) |
* | Filed herewith |
** | Furnished herewith |
| 26 |
| 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) |
| |
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Dated: August 14, 2024 | By: | /s/ Joey Firestone |
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| Joey Firestone |
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| Chief Executive Officer, Chief Financial Officer (Principal Executive Office, Principal Financial Officer and Principal Accounting Officer) |
|
| 27 |
EXHIBIT 31.1
CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Joey Firestone, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Elite Performance Holding Corp.; |
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|
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| 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; |
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| 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; |
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|
| 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; |
|
|
|
|
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| 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 |
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|
|
|
|
| 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 |
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|
|
|
|
| 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: August 14, 2024
| /s/ Joey Firestone |
|
| Joey Firestone |
|
| Chief Executive Officer (Principal Executive Officer) |
|
EXHIBIT 31.2
CERTIFICATION
OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
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; |
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|
|
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| 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 |
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| 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 |
|
|
|
|
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| 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: August 14, 2024
| /s/ Joey Firestone |
|
| Joey Firestone |
|
| Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
|
EXHIBIT 32.1
CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER
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 June 30, 2024 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: August 14, 2024
| /s/ Joey Firestone |
|
| Joey Firestone |
|
| Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Accounting Officer and Principal Financial 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.
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end
Consolidated Balance Sheets (Parenthetical) - $ / shares |
Jun. 30, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Consolidated Balance Sheets | ||
| 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 |
| Common stock, par value | $ 0.0001 | $ 0.0001 |
| Common stock, shares authorized | 465,000,000 | 465,000,000 |
| Common stock, shares issued | 109,001,270 | 130,397,550 |
| Common stock, shares outstanding | 109,001,270 | 130,397,550 |
Consolidated Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
|
| Consolidated Statements of Operations (Unaudited) | ||||
| REVENUES | $ 611 | $ 16,800 | $ 681 | $ 26,708 |
| COST OF GOODS SOLD | 5,560 | 14,951 | 5,560 | 30,209 |
| GROSS (LOSS) PROFIT | (4,949) | 1,849 | (4,879) | (3,501) |
| OPERATING EXPENSES | ||||
| Legal and accounting | 51,084 | 73,918 | 111,501 | 140,641 |
| Advertising | 5,467 | 17,557 | 8,497 | 42,211 |
| Consulting | (11,983) | 114,860 | 294,417 | 231,824 |
| General and administrative | 137,493 | 132,976 | 222,710 | 246,014 |
| Total Operating Expenses | 182,061 | 339,311 | 637,125 | 660,690 |
| OPERATING LOSS | (187,010) | (337,462) | (642,004) | (664,191) |
| OTHER INCOME (EXPENSE) | ||||
| Other income | 800 | 0 | 2,245 | 0 |
| Interest expense | (47,893) | (35,639) | (91,872) | (72,869) |
| Total Other Expense | (47,893) | (35,639) | (89,627) | (72,869) |
| NET LOSS | $ (235,012) | $ (373,101) | $ (731,631) | $ (737,060) |
| BASIC AND DILUTED NET LOSS PER COMMON SHARE | $ (0.00) | $ (0.00) | $ (0.01) | $ (0.01) |
| BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 107,622,545 | 128,959,322 | 115,175,762 | 128,608,924 |
GENERAL |
6 Months Ended |
|---|---|
Jun. 30, 2024 | |
| GENERAL | |
| GENERAL | 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). |
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES |
6 Months Ended |
|---|---|
Jun. 30, 2024 | |
| ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | |
| ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | 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 June 30, 2024, the Company had an accumulated deficit of $9,525,790. 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.
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.
Cash and Cash Equivalents
The Company maintains 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, the Company considers all cash and highly liquid investments with initial maturities of three months or less to be cash equivalents.
Accounts Receivable
The Company grants 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 June 30, 2024 and December 31, 2023, the Company had $0 in accounts receivable respectively. The allowance for doubtful trade receivables was $0 as of June 30, 2024 and December 31, 2023, respectively.
Inventory
Inventories are valued at the lower of weighted average cost or net realizable value. Our industry experiences changes in technology, changes in market value and availability of raw materials, as well as changing customer demand. The Company makes 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. During the quarter ending June 30, 2024, the Company wrote off $5,041 in damaged inventory. As of June 30, 2024 and December 31, 2023, the Company had $25,761 and $30,802 in inventory respectively. The Company had no reserve for potentially obsolete inventory as of June 30, 2024 and December 31, 2023, 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 June 30, 2024 and December 31, 2023, we had $14,069 and $0 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 June 30, 2024 and December 31, 2023, so then diluted EPS excluded all dilutive potential shares in the diluted EPS because their effect is anti-dilutive. As of June 30, 2024, the Company had $1,124,489 in convertible notes plus accrued interest of $218,968 that may be converted into 21,043,805 shares of common stock. As of December 31, 2023, 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 six months ended June 30, 2024 and 2023, the Company 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 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 six months ended, as of June 30, 2024 and 2023, the Company had $681 and $26,708, 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 three and six months ended, as of June 30, 2024 and 2023, the Company did not record any impairment on our previously announced Patent acquisition, resulting in no other income (expense) being recognized.
Property and Equipment
Property and equipment are carried at cost, less accumulated depreciation. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Depreciation and amortization is recorded on the straight-line basis method over the estimated useful lives of the assets.
Accounting Standards Issued But Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740)—Improvements to Income Tax Disclosure” (“ASU 2023-09”), which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. ASU 2023-09 is required to be adopted for annual periods beginning after December 15, 2024, with early adoption permitted. The Company will adopt this accounting standard update effective January 1, 2025. The Company expects that the adoption of the standard will not have a material impact on our consolidated financial statements.
Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to be relevant or have a material impact on the consolidated financial statements upon adoption. |
RELATED PARTY TRANSACTIONS |
6 Months Ended |
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Jun. 30, 2024 | |
| RELATED PARTY TRANSACTIONS | |
| RELATED PARTY TRANSACTIONS | NOTE 3 - RELATED PARTY TRANSACTIONS
Accounts and Notes Payable related party
For the six months ended June 30, 2024 and 2023, the Company had $3,000 and $18,000, respectively, in consulting expense to “I Know a Dude, Inc.” owned by Laya Clark. Mr. Clark is a former member of our Board of Directors. As of June 30, 2024, the Company had an outstanding balance due of $125,922, which is included in accounts payable related party.
For the six months ended June 30, 2024 and 2023, the Company had $22 and $9,000, respectively, for un-reimbursed business expenses. As of June 30, 2024 and December 31, 20223 the Company also had an outstanding balance due to Joey Firestone of $25,000 and $40,000, respectively, for consulting services, and $522,187 and $310,937 for salary, respectively, which is included in accounts payable related party.
For the six months ended June 30, 2024 and 2023, the Company had $0 in accounting expense respectively to “The Mosely Group.” owned by Reesa McKenzie. Ms. McKenzie is the sister of John McKenzie. On April 26, 2024, the Company converted the $4,500 balance to 18,000 shares of common stock. As of June 30, 2024 and December 31, 2023, the Company had an outstanding balance due of $0 and $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 ,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.
For the six months ended June 30, 2024 and 2023, the Company had $0 and $0, respectively, in revenue from related parties. |
LEASES |
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| LEASES | 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. The Company 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, the Company was not required to restate prior period financial information or provide Topic 842 disclosures for prior periods. The Company 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 the Company 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, the Company uses the implicit rate in determining the present value of lease payments. When leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date, including the lease term.
The Company recognized a $89,794 right-of-use asset and $86,695 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 $706.07(APR 8.99%) (2019 Mercedes Sprinter Van), 72 months of $806.76 (APR9.95%) (2019 Ford Transit Van), and 72 months of $796.94. (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 $11,719 and $12,108 plus interest expense of $4,459 and $5,406 during the six months ended June 30, 2024 and 2023, respectively.
The tables below present financial information associated with our leases.
As of June 30, 2024, our maturities of our lease liabilities are as follows:
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PROPERTY AND EQUIPMENT |
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| PROPERTY AND EQUIPMENT | NOTE 5 - PROPERTY AND EQUIPMENT
The following is a summary of property and equipment—at cost, less accumulated depreciation:
Depreciation expense for the six months ended June 30, 2024 and 2023 was $5,485 and $5,515, respectively. The trucks are being depreciated over a useful life of 5 years. |
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COMMON STOCK AND COMMON STOCK WARRANTS |
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| COMMON STOCK AND COMMON STOCK WARRANTS | 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.
Restricted Shares issued
For the year ended December 31, 2023, the Company issued 730,000 shares in connection with the Regulation D offering in the amount of $73,000 valued at $0.10 per share.
For the year ended December 31, 2023, the Company issued 1,570,000 shares in the amount of $157,000 valued at $0.10 per share for consulting services.
For the year ended December 31, 2023, the Company issued 200,000 shares in the amount of $55,000 valued at $0.25 per share for the conversion of $55,000 principal of a convertible note payable made within the terms of the agreement and no gain or loss results from it. In addition, the Company issued 16,250 shares valued at $0.10 per share as consideration upon the execution of these agreements.
As of December 31, 2023 the Company had 130,397,550 common shares outstanding.
For the six months ended June 30, 2024, the Company issued 980,000 shares in the amount of $98,000 valued at $0.10 per share for consulting services.
For the six months ended June 30, 2024, the Company issued 2,555,720 shares in the amount of $491,786 valued at $0.25 per share were issued for the conversion of $491,786 principal and accrued interest of convertible notes payable made within the terms of the agreement and no gain or loss results from it.
On January 23, 2024, the Company issued 50,000 shares to Hillyer in the amount of $5,000 valued at $0.10 per share as incentive in relation to the consolidation and modification of various notes, accrued interest and advances.
On March 1, 2024, it was determined that in the best interests of the Company to reduce the total outstanding shares of common stock and Jon Mckenzie retired fifteen million shares of common stock back to the company at no fee and Joey Firestone retired ten million shares of common stock back to the Company at no fee.
On April 26, 2024, the Company issued 18,000 shares in the amount of $1,800 valued at $0.10 per share to a related party in relation to an accounts payable balance totaling $4,500. The remaining difference was recorded as other income.
As of June 30, 2024, the Company had 109,001,270 common shares outstanding.
Common Stock Warrants
On March 18, 2024, the Company issued Greentree Financial, Inc.400,000 five year warrants exercisable at $2.00 valued at $38,811 for consulting services. The Company used a Black-Scholes option pricing model with the following assumptions: stock price of $0.10 per share, volatility of 236%, expected term of 5 years, and a risk free interest rate of 4.36%. On March 18, 2024, the Company issued High Creek Ventures, Inc 400,000 five year warrants exercisable at $2.00 valued at $39,297 for consulting services. The Company used a Black-Scholes option pricing model with the following assumptions: stock price of $0.10 per share, volatility of 236%, expected term of 5 years, and a risk free interest rate of 4.36%.
On May 6, 2024, the Company issued Greentree Financial 160,000 five year warrants exercisable at $2.00 valued at $19,855 for services. The Company used a Black-Scholes option pricing model with the following assumptions: stock price of $0.10 per share, volatility of 276%, expected term of 5 years, and a risk free interest rate of 4.72%.
Average risk-free rate: 4.54% Average expected life (in years): 4.76 years Volatility: 236% - 276%
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PREFERRED STOCK |
6 Months Ended |
|---|---|
Jun. 30, 2024 | |
| PREFERRED STOCK | |
| PREFERRED STOCK | 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 03, 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 PAYABLE |
6 Months Ended |
|---|---|
Jun. 30, 2024 | |
| NOTE PAYABLE | |
| NOTE PAYABLE | NOTE 8 - 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 $239 and $239 for the three months ended March 31, 2024 and 2023, respectively. The balance of this PPP loan is $95,485 as of June 30, 2024 and December 31, 2023, respectively.
During the six months ended June 30, 2024 and years ended December 31, 2023 and 2022, the Company entered into non-convertible, non-interest bearing advances for $90,000, $50,000, $75,000, $20,000 and $2,000, respectively from a third party. During the six months ended June 30, 2024, the Company converted $205,000 in advances to a convertible note and repaid $20,000 in advances. As of June 30, 2024 and December 31, 2023, the balance of this advance is $12,000 and $215,000, 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 June 30, 2024, the Company paid this in full and owes $0 on this note payable and the OID balance. |
CONVERTIBLE NOTES PAYABLE |
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| CONVERTIBLE NOTES PAYABLE | NOTE 9 - CONVERTIBLE NOTES PAYABLE
On December 4, 2019, the Company 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 December 31, 2023 and 2022, balance on this debt discount was $0, respectively. The Company also issued 500,000 commitment shares valued at $25,000 on December 11, 2019 and recorded to debt discount. The Company 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. On January 23, 2024, the Company modified this note, along with several other Hillyer notes and advances, including accrued interest, to a new note maturing on December 31, 2024.
On January 17, 2020, the Company 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 years ended December 31, 2023 and 2022, respectively. On January 23, 2024, the Company modified this note, along with several other Hillyer notes and advances, including accrued interest, to a new note maturing on December 31, 2024.
On July 21, 2021, the Company 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, the Company 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, the Company amortized $703 for the year ended December 31, 2022 leaving a balance of $0. The Company recorded $0 and $0 as interest expense related to this OID for June 30, 2024 and December 31, 2023, respectively. On May 13, 2024, the debt holder exercised the convertible option on the note with an outstanding balance of $26,250 and accrued interest of $10,536 to 735,720 shares of common stock. The outstanding balance on the note was $0 as of June 30, 2024 as a result of the common stock conversion.
On September 16, 2021, the Company 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 June 30, 2024. This note is in default and is accruing interest at the default rate of 18%.
On March 1, 2023, the Company 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 June 30, 2024 as a result of the common stock conversion.
On May 3, 2023, the Company 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 June 30, 2024 as a result of the common stock conversion.
On May 15, 2023, the Company 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. On May 13, 2024, the debt holder exercised the convertible option on the $50,000 note along with $5,000 in accrued interest and converted the entire amount into 220,000 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 June 30, 2024 as a result of the common stock conversion. On May 16, 2023, the Company 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. On May 13, 2024, the debt holder exercised the convertible option on the $50,000 note along with $5,000 in accrued interest and converted the entire amount into 220,000 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 June 30, 2024 as a result of the common stock conversion.
On June 23, 2023, the Company 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 June 30, 2024.
On September 12, 2023, the Company 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 June 30, 2024.
On November 1, 2023, the Company 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 January 2, 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. On January 23, 2024, the Company modified this note, along with several other Hillyer notes and advances, including accrued interest, to a new note maturing on December 31, 2024.
On January 4, 2024, the Company 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 January 4, 2025. 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, as stated within the terms of the agreement. The outstanding balance on the note was $0 as of June 30, 2024.
On January 23, 2024, the Company modified and aggregated several Hillyer loans totaling $371,500, advances totaling $205,000 and accrued interest totaling $218,216 for an aggregate balance of $794,716 and extended the maturity to December 31, 2024. The Company issued 50,000 incentive shares valued at $5,000.
On January 30, 2024, the Company 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 January 30, 2025. 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 100,000 shares, as stated within the terms of the agreement. The outstanding balance on the note was $0 as of June 30, 2024. On February 28, 2024, the Company entered into a convertible promissory note in the amount of $50,000 with an interest rate of 12% per annum and a maturity date of February 28, 2025. 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. On May 13, 2024, the debt holder exercised the convertible option on the $50,000 note and converted the entire amount into 200,000 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 June 30, 2024 as a result of the common stock conversion.
On March 12, 2024, the Company entered into a convertible promissory note in the amount of $10,000 with an interest rate of 12% per annum and a maturity date of March 12, 2025. 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. On May 13, 2024, the debt holder exercised the convertible option on the $10,000 note and converted the entire amount into 40,000 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 June 30, 2024 as a result of the common stock conversion.
On March 15, 2024, the Company entered into a convertible promissory note in the amount of $10,000 with an interest rate of 12% per annum and a maturity date of March 15, 2025. 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 $10,000 as of June 30, 2024.
On April 5, 2024, the Company entered into a convertible promissory note in the amount of $100,000 with an interest rate of 12% per annum and a maturity date of April 5, 2025. 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 400,000 shares, as stated within the terms of the agreement. The outstanding balance on the note was $0 as of June 30, 2024.
On April 24, 2024, the Company entered into a convertible promissory note in the amount of $40,000 with an interest rate of 12% per annum and a maturity date of April 24, 2025. 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 160,000 shares, as stated within the terms of the agreement. The outstanding balance on the note was $0 as of June 30, 2024.
On May 24, 2024, the Company entered into a convertible promissory note in the amount of $100,000 with an interest rate of 12% per annum and a maturity date of May 24, 2025. 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 400,000 shares, as stated within the terms of the agreement. The outstanding balance on the note was $0 as of June 30, 2024.
On June 19, 2024, the Company entered into a convertible promissory note in the amount of $10,000 with an interest rate of 12% per annum and a maturity date of June 19, 2025. 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, as stated within the terms of the agreement. The outstanding balance on the note was $0 as of June 30, 2024.
As of June 30, 2024 and December 31, 2023, the Company has $1,124,489 and $820,250, in convertible debt outstanding, net of debt discount, respectively. As of June 30, 2024 and December 31, 2023, the Company issued 2,415,720 common shares and 200,000 common shares, for the conversion of convertible notes, respectively. Total interest expense including discount amortization on the above notes for June 30, 2024 and 2023 was $80,291 (including the finance lease interest on automobiles as referenced in Note 4) and $72,869, respectively. |
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COMMITMENTS AND CONTINGENCIES |
6 Months Ended |
|---|---|
Jun. 30, 2024 | |
| COMMITMENTS AND CONTINGENCIES | |
| COMMITMENTS AND CONTINGENCIES | NOTE 10 - COMMITMENTS AND CONTINGENCIES
From time to time the Company is a party to various claims, lawsuits and other legal proceedings that arise in the ordinary course of business. As of the date of this filing, the Company is not aware of any other material legal proceedings to which the Company or any of its subsidiaries is a party or to which any of our property is subject, other than as disclosed above. |
CONCENTRATIONS |
6 Months Ended |
|---|---|
Jun. 30, 2024 | |
| CONCENTRATIONS | |
| CONCENTRATIONS | NOTE 11 - CONCENTRATIONS
None |
INVENTORY |
6 Months Ended |
|---|---|
Jun. 30, 2024 | |
| INVENTORY | |
| INVENTORY | NOTE 12 - INVENTORY
During the quarter ending June 30, 2024, the Company wrote off $5,041 in damaged inventory. As of June 30, 2024 and December 31, 2023, the Company’s inventory was $25,761 and $30,802, respectively, which consisted of $25,761 and $30,802 in raw material, respectively and $0 in finished goods, respectively. |
SUBSEQUENT EVENTS |
6 Months Ended |
|---|---|
Jun. 30, 2024 | |
| SUBSEQUENT EVENTS | |
| SUBSEQUENT EVENTS | NOTE 13 - SUBSEQUENT EVENTS
In accordance with ASC 855, the Company has analyzed its operations subsequent to June 30, 2024 through the date these consolidated financial statements were issued and has reported the following events:
None |
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) |
6 Months Ended |
|---|---|
Jun. 30, 2024 | |
| ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | |
| 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. |
| 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. |
| Cash and Cash Equivalents | The Company maintains 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, the Company considers all cash and highly liquid investments with initial maturities of three months or less to be cash equivalents. |
| Accounts Receivable | The Company grants 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 June 30, 2024 and December 31, 2023, the Company had $0 in accounts receivable respectively. The allowance for doubtful trade receivables was $0 as of June 30, 2024 and December 31, 2023, respectively. |
| Inventory | Inventories are valued at the lower of weighted average cost or net realizable value. Our industry experiences changes in technology, changes in market value and availability of raw materials, as well as changing customer demand. The Company makes 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. During the quarter ending June 30, 2024, the Company wrote off $5,041 in damaged inventory. As of June 30, 2024 and December 31, 2023, the Company had $25,761 and $30,802 in inventory respectively. The Company had no reserve for potentially obsolete inventory as of June 30, 2024 and December 31, 2023, 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 June 30, 2024 and December 31, 2023, we had $14,069 and $0 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 June 30, 2024 and December 31, 2023, so then diluted EPS excluded all dilutive potential shares in the diluted EPS because their effect is anti-dilutive. As of June 30, 2024, the Company had $1,124,489 in convertible notes plus accrued interest of $218,968 that may be converted into 21,043,805 shares of common stock. As of December 31, 2023, 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 six months ended June 30, 2024 and 2023, the Company 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 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 six months ended, as of June 30, 2024 and 2023, the Company had $681 and $26,708, 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 three and six months ended, as of June 30, 2024 and 2023, the Company did not record any impairment on our previously announced Patent acquisition, resulting in no other income (expense) being recognized. |
| Property and Equipment | Property and equipment are carried at cost, less accumulated depreciation. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Depreciation and amortization is recorded on the straight-line basis method over the estimated useful lives of the assets. |
| Accounting Standards Issued But Not Yet Adopted | In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740)—Improvements to Income Tax Disclosure” (“ASU 2023-09”), which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. ASU 2023-09 is required to be adopted for annual periods beginning after December 15, 2024, with early adoption permitted. The Company will adopt this accounting standard update effective January 1, 2025. The Company expects that the adoption of the standard will not have a material impact on our consolidated financial statements.
Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to be relevant or have a material impact on the consolidated financial statements upon adoption. |
LEASES (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| LEASES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of classification of leases |
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| Schedule of maturities of lease liabilities |
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PROPERTY AND EQUIPMENT (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||
| PROPERTY AND EQUIPMENT | |||||||||||||||||||||||||||||||||||||||||
| Summary of property and equipment |
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COMMON STOCK AND COMMON STOCK WARRANTS (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| COMMON STOCK AND COMMON STOCK WARRANTS | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of common stock and common stock warrants |
|
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CONVERTIBLE NOTES PAYABLE (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| CONVERTIBLE NOTES PAYABLE | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Convertible Notes Payble |
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GENERAL (Details Narrative) - USD ($) |
Jun. 30, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Oct. 01, 2021 |
Aug. 01, 2020 |
Feb. 02, 2018 |
|---|---|---|---|---|---|---|---|
| Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
| Common stock, shares issued | 109,001,270 | 130,397,550 | |||||
| Firestone and McKenzie [Member] | |||||||
| Common stock, par value | $ 0.0001 | ||||||
| Common stock, shares issued | 50,000,000 | ||||||
| Shares issued | 100,000,000 | ||||||
| Common Stock | |||||||
| Ownership percentages | 100.00% | 100.00% | |||||
| Patent shares issued | 200,000 | ||||||
| Intellectual property and patent ownership shares | 400,000 | ||||||
| Impairment loss | $ 20,000 | ||||||
| Intellectual property and patent ownership shares value | $ 20,000 |
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) |
3 Months Ended | 6 Months Ended | |||
|---|---|---|---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
Dec. 31, 2023 |
|
| ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | |||||
| Accumulated deficit | $ (9,525,790) | $ (9,525,790) | |||
| FDIC insured amount | 250,000 | 250,000 | |||
| Allowance for doubtful trade receivables | 0 | 0 | $ 0 | ||
| Accounts receivable | 0 | 0 | 0 | ||
| Inventory | 25,761 | 25,761 | 30,802 | ||
| Convertible notes | 1,124,489 | 1,124,489 | 545,250 | ||
| Prepaid expenses | 14,069 | 14,069 | 0 | ||
| Inventory wrote off | 5,041 | 5,041 | $ 0 | ||
| Accrued interest | $ 218,968 | $ 218,968 | $ 259,971 | ||
| Convertible notes converted in common stock shares | 21,043,805 | 21,043,805 | 16,104,420 | ||
| Research and development expense | $ 0 | 0 | |||
| Revenue | $ 611 | $ 16,800 | $ 681 | $ 26,708 | |
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) |
1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
|---|---|---|---|---|---|---|---|---|---|
Jan. 01, 2021 |
Apr. 26, 2024 |
Mar. 31, 2024 |
Jun. 30, 2024 |
Jun. 30, 2023 |
Dec. 31, 2023 |
Dec. 31, 2022 |
May 06, 2022 |
Dec. 31, 2017 |
|
| Shares issued par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
| Shares issued, value | $ 10,000 | ||||||||
| Elite Beverage International [Member] | |||||||||
| Shares issued | 5,000,000 | ||||||||
| Shares issued par value | $ 0.0001 | $ 0.0001 | |||||||
| Shares issued, value | $ 500 | ||||||||
| Mr. Clark [Member] | |||||||||
| Outstanding balance | $ 125,922 | ||||||||
| Consulting expense | 3,000 | $ 18,000 | |||||||
| The Mosely Group [Member] | |||||||||
| Outstanding balance | 0 | $ 4,500 | |||||||
| Accounting expense | 0 | 0 | |||||||
| Convertible shares of common stock shares | 18,000 | ||||||||
| Convertible shares of common stock amount | $ 4,500 | ||||||||
| Joey Firestone [Member] | |||||||||
| Revenues - related parties | 0 | 0 | |||||||
| Initial payment for vehicles | $ 19,000 | ||||||||
| Outstanding balance un-reimbursed business expense | 22 | $ 9,000 | |||||||
| Outstanding balance, consulting services | 25,000 | 40,000 | |||||||
| Outstanding balance, salary | $ 522,187 | $ 310,937 | |||||||
LEASES (Details) - USD ($) |
Jun. 30, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Right-of-use assets | $ 89,794 | $ 101,400 |
| Leases | ||
| Right-of-use assets | 89,794 | 101,400 |
| Current lease liabilities | 20,022 | 19,064 |
| Non-current lease liabilities | $ 66,673 | $ 76,930 |
LEASES (Details 1) - Leases |
Jun. 30, 2024
USD ($)
|
|---|---|
| 2024 (six months remaining) | $ 15,271 |
| 2025 | 27,717 |
| 2026 | 27,717 |
| 2027 | 27,012 |
| Thereafter | 6,608 |
| Total lease payments | 104,325 |
| Less : Imputed interest | (17,630) |
| Present value of lease liabilities | $ 86,695 |
LEASES (Details Narrative) - USD ($) |
6 Months Ended | ||
|---|---|---|---|
May 06, 2022 |
Jun. 30, 2024 |
Jun. 30, 2023 |
|
| Related party lease liability | $ 86,695 | ||
| Right-of-use asset | 89,794 | ||
| Total initial payments | 9,299 | $ 6,934 | |
| Selling, general and administrative expenses | 11,719 | 12,108 | |
| Interest expense | $ 4,459 | $ 5,406 | |
| Joey Firestone, CEO [Member] | |||
| Description of lease agreement | The monthly payment for each vehicle is 66 months of $706.07(APR 8.99%) (2019 Mercedes Sprinter Van), 72 months of $806.76 (APR9.95%) (2019 Ford Transit Van), and 72 months of $796.94. (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 | ||
| Joey Firestone, CEO [Member] | Vehicle One [Member] | |||
| Total initial payments | 9,000 | ||
| Joey Firestone, CEO [Member] | Vehicle Two [Member] | |||
| Total initial payments | 5,000 | ||
| Joey Firestone, CEO [Member] | Vehicle Three [Member] | |||
| Total initial payments | $ 5,000 | ||
PROPERTY AND EQUIPMENT (Details) |
Jun. 30, 2024
USD ($)
|
|---|---|
| Property and equipment | $ 55,000 |
| Less accumulated depreciation | (22,001) |
| Net, property and equipment | 32,999 |
| Trucks [Member] | |
| Property and equipment | $ 55,000 |
PROPERTY AND EQUIPMENT (Details narrative) - USD ($) |
6 Months Ended | |
|---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
|
| PROPERTY AND EQUIPMENT | ||
| Depreciation expense | $ 5,485 | $ 5,515 |
| Estimated useful life | 5 years | |
COMMON STOCK AND COMMON STOCK WARRANTS (Details) - $ / shares |
6 Months Ended | 12 Months Ended |
|---|---|---|
Jun. 30, 2024 |
Dec. 31, 2023 |
|
| COMMON STOCK AND COMMON STOCK WARRANTS | ||
| Number of Options Outstanding, Beginning balance | 0 | 0 |
| Number of Options Issued | 960,000 | 0 |
| Number of Options Exercisable | 0 | 0 |
| Number of Options Expired or cancelled | 0 | 0 |
| Number of Options exercisable, Ending balance | 960,000 | 0 |
| Weighted Average Exercise Price Exercisable, Beggining balance | $ 0 | $ 0 |
| Weighted Average Exercise Price Issued | 2 | 0 |
| Weighted Average Exercise Price Exercisable, Ending balance | $ 2 | $ 0 |
PREFERRED STOCK (Details Narrative) - USD ($) |
6 Months Ended | ||||
|---|---|---|---|---|---|
Mar. 03, 2023 |
Feb. 02, 2018 |
Jun. 30, 2024 |
Dec. 31, 2023 |
Dec. 31, 2017 |
|
| Preferred stock, shares authorized | 35,000,000 | 35,000,000 | |||
| Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
| Preferred stock, designated value | $ 1,000 | ||||
| Preferred stock, shares issued | 10,000,000 | 10,000,000 | 10,000,000 | ||
| Series A Preferred Stock [Member] | |||||
| Transferred ownership of preferred shares | 5,000,000 | ||||
| Description of preferred stock, Voting rights | 10,000,000 Series A preferred which carries super voting rights. Each preferred share carries 20 votes | ||||
| Business acquisition transaction description | 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 |
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) |
6 Months Ended | 12 Months Ended |
|---|---|---|
Jun. 30, 2024 |
Dec. 31, 2023 |
|
| CONVERTIBLE NOTES PAYABLE | ||
| Beginning balance | $ 820,250 | $ 545,250 |
| Additions to convertible debt | 355,000 | 330,000 |
| Conversion of advances and accrued interest to convertible debt | 420,489 | 0 |
| Conversion of convertible debt to common stock | (471,250) | (55,000) |
| Total | $ 1,124,489 | $ 820,250 |
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) |
1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 15, 2024 |
Mar. 12, 2024 |
Jan. 04, 2024 |
Nov. 02, 2023 |
Sep. 12, 2023 |
May 15, 2023 |
May 03, 2023 |
Mar. 01, 2023 |
Dec. 04, 2019 |
Feb. 28, 2024 |
Jan. 30, 2024 |
Jan. 23, 2024 |
Jun. 23, 2023 |
May 16, 2023 |
Sep. 16, 2021 |
Jul. 21, 2021 |
Jan. 17, 2020 |
Jun. 30, 2024 |
Mar. 31, 2024 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Jan. 17, 2019 |
|
| Convertible promissory note | $ 357,000 | $ 285,000 | |||||||||||||||||||||||||||
| Accrued interest | $ 218,968 | 218,968 | $ 259,971 | ||||||||||||||||||||||||||
| Common stock value | 12,683 | 12,683 | $ 13,040 | ||||||||||||||||||||||||||
| Additional interest expense against issuing shares | $ 47,893 | $ 35,639 | 91,872 | 72,869 | |||||||||||||||||||||||||
| Debt discount | $ 0 | $ 17,496 | |||||||||||||||||||||||||||
| Shares issued on commitments, amounts | $ 10,000 | ||||||||||||||||||||||||||||
| Common stock, shares issued | 109,001,270 | 109,001,270 | 130,397,550 | ||||||||||||||||||||||||||
| Convertible Promissory Note Three [Member] | |||||||||||||||||||||||||||||
| 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 | $ 10,000 | $ 10,000 | $ 50,000 | ||||||||||||||||||||||||||
| Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||
| Interest rate | 12.00% | 12.00% | 10.00% | 8.00% | 12.00% | 10.00% | |||||||||||||||||||||||
| Debt holder exercised the convertible option | $ 10,000 | ||||||||||||||||||||||||||||
| Maturity date | Mar. 15, 2025 | Mar. 12, 2025 | Jan. 04, 2025 | Mar. 01, 2024 | Feb. 28, 2025 | Jan. 30, 2025 | |||||||||||||||||||||||
| Outstanding balance of notes payable | 0 | 0 | |||||||||||||||||||||||||||
| 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 | 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 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 | 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 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 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 | $ 10,000 | $ 25,000 | ||||||||||||||||||||||||||
| Common stock shares converted | 40,000 | 20,000 | 100,000 | ||||||||||||||||||||||||||
| Outstanding debt balance | $ 10,000 | $ 10,000 | $ 50,000 | 0 | 0 | ||||||||||||||||||||||||
| Convertible Promissory Note One [Member] | |||||||||||||||||||||||||||||
| Interest rate | 10.00% | ||||||||||||||||||||||||||||
| Debt holder exercised the convertible option | $ 25,000 | ||||||||||||||||||||||||||||
| 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 | 0 | ||||||||||||||||||||||||||
| Convertible Promissory Note Two [Member] | |||||||||||||||||||||||||||||
| 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 | 50,000 | ||||||||||||||||||||||||||
| Convertible Promissory Note Four [Member] | |||||||||||||||||||||||||||||
| 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 | ||||||||||||||||||||||||||||
| Convertible Promissory Note Five [Member] | |||||||||||||||||||||||||||||
| 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 | ||||||||||||||||||||||||||||
| Convertible Promissory Note Six [Member] | |||||||||||||||||||||||||||||
| Interest rate | 10.00% | ||||||||||||||||||||||||||||
| Maturity date | Jan. 02, 2024 | Dec. 31, 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 | ||||||||||||||||||||||||||||
| 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 | ||||||||||||||||||||||||||
| Convertible promissory note | $ 26,250 | $ 157,500 | |||||||||||||||||||||||||||
| Original discount fees | $ 3,000 | $ 7,500 | $ 1,250 | ||||||||||||||||||||||||||
| Additional interest expense against issuing shares | 703 | ||||||||||||||||||||||||||||
| Interest expense of OID | 0 | $ 1,503 | |||||||||||||||||||||||||||
| Default rate of interest | 18.00% | ||||||||||||||||||||||||||||
| Common stock, shares issued | 60,000 | 50,000 | 50,000 | ||||||||||||||||||||||||||
| Balance of interest expense | $ 0 | ||||||||||||||||||||||||||||
| Balance of amortized debt discount | $ 0 | $ 23,288 | |||||||||||||||||||||||||||
| David Stoccardo [Member] | |||||||||||||||||||||||||||||
| Interest rate | 8.00% | ||||||||||||||||||||||||||||
| Maturity date | Dec. 04, 2020 | Dec. 31, 2024 | |||||||||||||||||||||||||||
| Outstanding balance of notes payable | $ 189,000 | $ 189,000 | |||||||||||||||||||||||||||
| 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 | ||||||||||||||||||||||||||||
| Common shares issued, shares | 400,000 | ||||||||||||||||||||||||||||
| Common stock value | $ 20,000 | ||||||||||||||||||||||||||||
| Original discount fees | $ 9,000 | ||||||||||||||||||||||||||||
| Balance of note payable | 0 | ||||||||||||||||||||||||||||
| Debt discount | $ 0 | ||||||||||||||||||||||||||||
| Shares issued on commitments,shares | 500,000 | ||||||||||||||||||||||||||||
| Shares issued on commitments, amounts | $ 25,000 | ||||||||||||||||||||||||||||
| Amortized of debt | $ 1,712 | ||||||||||||||||||||||||||||
| The Hillyer Group Inc One [Member] | |||||||||||||||||||||||||||||
| Outstanding balance of notes payable | 26,250 | 26,250 | |||||||||||||||||||||||||||
| Outstanding debt balance | $ 371,500 | ||||||||||||||||||||||||||||
| Aggregate balance | 794,716 | ||||||||||||||||||||||||||||
| Outstanding advances debt balance | 205,000 | ||||||||||||||||||||||||||||
| Accrued interest | $ 218,216 | ||||||||||||||||||||||||||||
| Common shares issued, shares | 50,000 | ||||||||||||||||||||||||||||
| Common stock value, debt discount | $ 5,000 | ||||||||||||||||||||||||||||
| Interest expense of OID | $ 0 | 0 | |||||||||||||||||||||||||||
| The Hillyer Group Inc Two [Member] | |||||||||||||||||||||||||||||
| Outstanding balance of notes payable | $ 20,000 | $ 20,000 | $ 20,000 | ||||||||||||||||||||||||||
INVENTORY (Details Narrative) - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2024 |
Jun. 30, 2024 |
Jun. 30, 2023 |
Dec. 31, 2023 |
|
| INVENTORY | ||||
| Inventory | $ 25,761 | $ 25,761 | $ 30,802 | |
| Inventory, raw material | 25,761 | 25,761 | $ 30,802 | |
| Inventory, finished goods | 0 | 0 | ||
| Inventory wrote off | $ 5,041 | $ 5,041 | $ 0 | |
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