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1、2025/5/8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/elite_s1a.htm1/115As filed with the Securities and Exchange Commission on April 30,2025Registration No.333-282737 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549_ Amendment No.5 to FORM S
2、-1/A REGISTRATION STATEMENTUNDER THE SECURITIES ACT OF 1933 _ Elite Performance Holding Corp.(Exact name of registrant as specified in its charter)_ Nevada 2080 82-5034226(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.Employ
3、erIdentification Number)3301 NE 1st Ave Suite M704Miami,FL 33137(844)426-2958(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)_(Names,address,including zip code,and telephone number,including area code,of agent for service)_ Copies to:Ma
4、theau J.W.Stout,Esq.1340 Smith Avenue,Suite 200Baltimore,Maryland 21209(410)429-7076 Arthur Marcus,Esq.Sichenzia Ross Ference Carmel LLP.1185 Avenue of the AmericasNew York,New York 10036(212)930-9700_ Approximate date of commencement of proposed sale to the public:As soon as practicable after this
5、Registration Statementbecomes effective.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursu
6、ant to Rule 462(b)under the Securities Act,please checkthe following box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,che
7、ck the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and listthe Securities Act regi
8、stration statement number of the earlier effective registration statement for the same offering.2025/5/8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/elite_s1a.htm2/115Indicate by check mark whether the registrant is a large accelerated filer,an accelerated fil
9、er,a non-accelerated filer,smallerreporting company,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smallerreporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filerNon-accelerated filer
10、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 forcomply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of Securities Act.The
11、 registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effectivedate until the registrant shall file a further amendment which specifically states that this registration statement shallthereafter become effective in accordance with Section 8(a)of
12、 the Securities Act of 1933 or until the registration statementshall become effective on such date as the Commission,acting pursuant to such Section 8(a),may determine.2025/5/8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/elite_s1a.htm3/115 EXPLANATORY NOTE Thi
13、s Registration Statement contains one form of prospectus to be used in connection with the public offering of 1,625,000 sharesof common stock through the underwriters named herein(the“Prospectus”)The Company is registering shares of common stock in connection with an initial public offering of 1,625
14、,000 shares of commonstock through the underwriter.2025/5/8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/elite_s1a.htm4/115 The information in this preliminary prospectus is not complete and may be changed.These securities may not be sold untilthe registration
15、statement filed with the Securities and Exchange Commission is effective.This preliminary prospectus is notan offer to sell,nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.PRELIMINARY PROSPECTUSSUBJECT TO COMPLETIONApril 30,2025 1,625,00
16、0 shares of Common Stock Elite Performance Holding Corp._ We are offering 1,625,000 shares of our common stock,par value$0.0001 per share(the“Common Stock”),at an assumed publicoffering price of$4.00.We have one class of Common Stock.Each share of Common Stock is entitled to one vote.We have applied
17、 to list our CommonStock on Nasdaq under the symbol“BYLT”.We believe that upon the completion of this offering,we will meet the standards forlisting on Nasdaq.The closing of this offering is contingent upon such listing.As our stock is not yet quoted,and there is no current market price,the public o
18、ffering price per share of Common Stock will bedetermined by us and the underwriters,at the time of pricing.In connection with this offering,we will complete a 10-for-1 reverse split of our common stock immediately prior to the closing ofthis offering(the“Reverse Stock Split”).Unless otherwise noted
19、,the share and per share information in this prospectus reflects,other than in our historical financial statements and the notes thereto,a proposed reverse stock split of the outstanding commonstock of the Company as of the date of this prospectus at an assumed 10-for-1 ratio to occur immediately fo
20、llowing the time whenthe registration statement of which this prospectus forms a part is declared effective by the Securities and Exchange Commissionbut prior to the closing of the offering.OUR CURRENT CHIEF EXECUTIVE OFFICER AND DIRECTOR,MR.JOEY FIRESTONE HAS SUFFICIENTVOTING POWER TO CONTROL THE V
21、OTE ON SUBSTANTIALLY ALL CORPORATE MATTERS.Joey Firestone,our Chief Executive Officer and director has sufficient voting power through his ownership of 10,000,000 Series APreferred Stock with Super Voting Rights to control the vote on substantially all corporate matters.Accordingly,Mr.Firestone will
22、be able to determine the composition of our Board of Directors,will retain the effective voting power to approve all mattersrequiring shareholder approval,will prevail in matters requiring shareholder approval,including,in particular the election andremoval of Directors,and will continue to have sig
23、nificant influence over our business.As a result of his ownership and position inthe Company,Mr.Firestone is able to influence all matters requiring shareholder action,including significant corporatetransactions.Investing in our securities is highly speculative and involves a high degree of risk.See
24、“Risk Factors”beginning on page 6 fora discussion of information that should be considered in connection with an investment in our Common Stock.Neither the U.S.Securities and Exchange Commission nor any state or provincial securities commission has approved ordisapproved of these securities or deter
25、mined if this prospectus is truthful or complete.Any representation to the contrary isa criminal offense.Per Share Total Price to the public$4.00$6,500,000 Underwriting discounts and commissions(1)$0.32$520,000 Proceeds to us,before expenses$3.68$5,980,000 _(1)Underwriting discounts and commissions
26、do not include a non-accountable expense allowance equal to 1.0%of the publicoffering price payable to the underwriters.The registration statement,of which this prospectus is a part,does not register forsale warrants(the“Underwriters Warrants”)to purchase 3.0%shares of Common Stock of the aggregate
27、number of sharessold in the offering to be issued to the representatives of the underwriter in connection with this offering.We have agreed toissue the Underwriters Warrants to the representatives of the underwriter as a portion of the underwriting compensationpayable to the underwriters in connecti
28、on with this offering,but such Underwriters Warrants and the common stock to be2025/5/8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/elite_s1a.htm5/115issued to the underwriters upon the exercise of the Underwriters Warrants)are not being registered for sale in
29、 this offering.See“Underwriting”for a description of compensation payable to the underwriters.This offering is being conducted on a firm commitment basis.The underwriters are obligated to take and purchase all of the sharesof Common Stock offered under this prospectus if any such shares are taken.We
30、 have granted the underwriters an option for a period of 45 days after the closing of this offering to purchase up to 15%of thetotal number of our shares to be offered by us pursuant to this offering(excluding shares subject to this option),solely for thepurpose of covering over-allotments,at the pu
31、blic offering price less the underwriting discount.If the underwriters exercise theoption in full,the total underwriting discount and commissions,not including other offering expenses,will be$672,750,based onthe assumed public offering price of$4.00 per share,and the total gross proceeds to us,befor
32、e underwriting discounts,commissionsand expenses,will be$7,475,000.Net proceeds will be delivered to us on the closing date.As additional compensation for Underwriters services,the Company shall issue to Underwriters or its designees at the closing ofthe Offering(the“Closing”),and each closing of th
33、e Over-Allotment Option(if any),warrants(the“Underwriters Warrants”)topurchase that number of shares of common stock of the Company(“Common Stock”)equal to three percent(3.0%)of the aggregatenumber of shares of Common Stock sold in the Offering.The Underwriters Warrants and the common stock to be is
34、sued to theunderwriters upon the exercise of the Underwriters Warrants)are not being registered for sale in this offering The underwriters expect to deliver the shares of Common Stock on or about _,2025.D.Boral Capital,LLC and Craft Capital Management,LLC_ The date of this prospectus is April ,2025.
35、2025/5/8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/elite_s1a.htm6/115 TABLE OF CONTENTS Page Industry and Market Data ii About this Prospectus iii Prospectus Summary 1 Risk Factors 6 Cautionary Statement Regarding Forward-Looking Statements 14 Use of Proceed
36、s 15 Dividend Policy 15 Capitalization 16 Dilution 17 Managements Discussion and Analysis of Financial Condition and Results of Operations 18 Business 28 Management 33 Executive Compensation 37 Certain Relationships and Related Party Transactions 39 Principal Stockholders 40 Description of Securitie
37、s 41 Material U.S.Federal Tax Considerations for Non-U.S.Holders of Our Common Stock 44 Underwriting 48 Legal Matters 51 Experts 51 Where You Can Find More Information 51 Financial Statements F-1 Please read this prospectus carefully.It describes our business,financial condition,results of operation
38、s and prospects,among other things.We are responsible for the information contained in this prospectus and in any free-writing prospectuswe have authorized.Neither we nor the underwriter have authorized anyone to provide you with different information,andneither we nor the underwriter take responsib
39、ility for any other information others may give you.Neither we nor theunderwriter are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.Theinformation contained in this prospectus is accurate only as of the date on the front of this prospectus,rega
40、rdless of the timeof delivery of this prospectus or any sale of shares of our Common Stock.You should not assume that the informationcontained in this prospectus is accurate as of any date other than its date.i2025/5/8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/0001477932250031
41、76/elite_s1a.htm7/115Table of Contents INDUSTRY AND MARKET DATA We are responsible for the information contained in this prospectus.This prospectus includes industry data and forecasts that weobtained from industry publications and surveys as well as public filings and internal company sources.Indus
42、try publications,surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable.Statements as to our ranking,market position and market estimates are based on third-party forecasts,managements estimates andassumptions about our mar
43、kets and our internal research.We have not independently verified such third-party information,nor havewe ascertained the underlying economic assumptions relied upon in those sources.While we believe that all such informationcontained in this prospectus is accurate and complete,nonetheless such data
44、 involve uncertainties and risks,including risks fromerrors,and is subject to change based on various factors,including those discussed under“Risk Factors”and“Cautionary StatementRegarding Forward-Looking Statements.”Sports Drinks market is projected to grow from USD 27.22 billion in 2021 to USD 36.
45、35 billion in 2028 at a CAGR of4.2%in the 2021-2028 period.North America dominated the sports drink market with a market share of 33.54%in 2020.Source:https:/ B.Y.L.T.is also positioned in the US Sports and Performance Drink Market which According to Mintel,grew by 12.7%in 2023,reaching over$17.5 bi
46、llion in retail sales and sustain steady growth,with forecasted prediction of reaching$27.5billion by 2028.Source:https:/ to Statista,36%of individuals in the U.S.purchase a ready to drink sports drink 1 2 times a week,while15%purchase one over 10 times a week.Source:https:/ ii2025/5/8 17:00elite_s1
47、a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/elite_s1a.htm8/115Table of Contents ABOUT THIS PROSPECTUS We incorporate by reference important information into this prospectus.You may obtain the information incorporated by referencewithout charge by following the instructions
48、 under“Where You Can Find More Information.”You should carefully read thisprospectus as well as additional information described under“Incorporation of Documents by Reference,”before deciding to investin our securities.Neither we nor the underwriters have authorized anyone to provide you with additi
49、onal information or information different fromthat contained or incorporated by reference in this prospectus filed with the Securities and Exchange Commission(the“SEC”).Wetake no responsibility for and can provide no assurance as to the reliability of any other information that others may give you.T
50、heunderwriter is offering to sell,and seeking offers to buy,our securities only in jurisdictions where offers and sales are permitted.The information contained in this prospectus,or any document incorporated by reference in this prospectus,is accurate only as ofthe date of those respective documents
51、,regardless of the time of delivery of this prospectus or any sale of our securities.Ourbusiness,financial condition,results of operations and prospects may have changed since that date.For investors outside the United States(“U.S.”):We and the underwriters have not done anything that would permit t
52、his offering orthe possession or distribution of this prospectus in any jurisdiction where action for those purposes is required,other than in theU.S.Persons outside the U.S.who come into possession of this prospectus must inform themselves about,and observe anyrestrictions relating to,the offering
53、of the securities and the distribution of this prospectus outside of the U.S.iii2025/5/8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/elite_s1a.htm9/115Table of Contents PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this
54、 prospectus.This summary is not complete and does notcontain all of the information that you should consider before deciding whether to invest in our Common Stock.You shouldcarefully read the entire prospectus,including the risks associated with an investment in our company discussed in the“RiskFact
55、ors”section of this prospectus,before making an investment decision.Some of the statements in this prospectus are forward-looking statements.See the section titled“Cautionary Statement Regarding Forward-Looking Statements.”In this prospectus,unless the context indicates otherwise,“we,”“us,”“our,”“EP
56、H,”“the Company,”and similar references referto the operations of Elite Performance Holding Corp.,a Nevada corporation.Our Company ON NOVEMBER 16,2021,THE SEC ISSUED AN ORDER REVOKING THE REGSTRATION OF THE COMPANYSSECURITIES PURSUANT TO SECTION 12(j)OF THE SECURITIES EXCHANGE ACT OF 1934 DUE TO DEL
57、INQUENTSEC PERIODIC REPORTS.On November 16,2021,under Release No.93585,Administrative Proceeding 3-20532,the SEC issued an Order revoking theregistration of the Companys securities pursuant to Section 12(j)of the Securities Exchange Act of 1934(the“ExchangeAct”)for failure to file timely periodic un
58、audited and audited financial reports since the period ending December 31,2019.The Order was effective on November 17,2021.Subsequently,the Company completed the filing of its delinquent auditedand unaudited SEC periodic reports,and on September 11,2023,the Company filed a Form 8A-12g to again becom
59、esubject to the reporting requirements of the Exchange Act,and as of today,the Company is current in its filing obligations.It is imperative that the Company continue to file its periodic reports on a timely basis,as failure to do so would againsubject the Company to revocation of its Exchange Act r
60、egistration,the impact of which would negatively impact both theCompany and its shareholders,as the Companys securities would cease trading.If the Companys securities were to ceasetrading,this could cause the Companys shareholders to lose their investments.Overview Company Overview Elite Performance
61、 Holding Corporation(“EPH”)was formed on January 30,2018(inception)and is a holding company withanticipated holdings in companies centered on innovative and proprietary nutritional and dietary fitness enhancement products,thatare in the sports performance,weight loss,nutritional,functional beverage
62、and energy markets.The team is composed of highlyexperienced business,marketing and sales executives in the beverage and nutritional space,who are passionate about health andnutrition.On February 2,2018,the Company closed on a Stock Exchange Agreement(“SEA”)with Elite Beverage International Corp.(“E
63、liteBeverage”).Pursuant to the SEA,we purchased all of Elite Beverages 100,000,000 common shares and 10,000,000 preferredshares,which gave the Company ownership of all of its assets and liabilities in exchange for 50,000,000 common shares and10,000,000 preferred shares of the Company.Following the S
64、EA,Elite Beverage is now a 100%wholly owned subsidiary of ElitePerformance Holding Corp.Elite Beverage was formed on November 29,2017(inception)and is currently producing a functional hydration beverage.B.Y.L.T.(Beyond Your Limit Training)sports drink that combines the benefits of hydration,muscle r
65、epair,and recovery all-in-one refreshing beverage.Whether you are looking to achieve optimal performance on the baseball field,basketball court,soccerfield,in the gym or any competitive sport,B.Y.L.T.provides the competitive edge every athlete actively seeks.This uniqueproduct is designed with scien
66、tifically dosed key ingredients to bridge the gap between the current sports drinks filled with sugarsthat have serve no function,hydration beverages and dietary supplements,without the crash from sugars and jitters from caffeinewhich eventually leads to a decrease in performance for athletes.B.Y.L.
67、T.is designed to enhance performance and support theintense physical demand of athletes.12025/5/8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/elite_s1a.htm10/115Table of Contents This acquisition was accounted for as an acquisition by entities under common con
68、trol due to the fact that both Elite PerformanceHolding Corp.and Elite Beverage were commonly held by Joey Firestone and Jon McKenzie.The ownership structure of theCompany did not change as a result nor did any of its officers change positions.The mission of Elite Performance Holding Corp.is to aggr
69、essively seek and acquire companies with niche products that are first tomarket and can be exploited in the$35 billion nutritional and sport beverage industries.The goal of EPH is to effectuate its uniquebusiness model through strategic branding and marketing,to aggressively scale companies to size,
70、and operate them efficiently tomaximize growth,revenue production and eventual net income.On February 2,2018,a contribution and assignment agreement wasexecuted by Joey Firestone and Jon McKenzie(collectively,the“Assignors”),and Elite Performance Holding Corp.,a Nevadacorporation(the“Assignee”).Wher
71、eas Firestone and McKenzie were the owners of 50,000,000 shares of common stock,$0.0001par value,for a total of 100,000,000 shares of common stock(collectively,the“Shares”)of Elite Beverage,which sharesrepresented all authorized,issued and outstanding shares of the Company.Joey Firestone,our Chief E
72、xecutive Officer and director has sufficient voting power through his ownership of 10,000,000 Series APreferred Stock with Super Voting Rights to control the vote on substantially all corporate matters.Accordingly,Mr.Firestone willbe able to determine the composition of our Board of Directors,will r
73、etain the effective voting power to approve all mattersrequiring shareholder approval,will prevail in matters requiring shareholder approval,including,in particular the election andremoval of Directors,and will continue to have significant influence over our business.As a result of his ownership and
74、 position inthe Company,Mr.Firestone is able to influence all matters requiring shareholder action,including significant corporatetransactions.Our Products and Services Elite Beverage will offer a functional hydration beverage called B.Y.L.T.(acronym for Beyond Your Limit Training).B.Y.L.T.was creat
75、ed to change the way you supplement your training to help you reach your goals faster and outpower and outlast yourcompetitors during any type of physical activity,especially the most grueling ones.With patented SmartCarb technology it isdesigned to boost endurance,maintain proper glucose levels dur
76、ing training,and enhance recovery.Corporate Information Our principal executive offices are located at 3301 NE 1st Ave Suite M704,Miami,FL 33137,and our telephone number is(844)426-2958.We maintain a website at http:/www.drinkBYLT.com and https:/.Informationavailable on our website is not incorporat
77、ed by reference in and is not deemed a part of this prospectus.22025/5/8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/elite_s1a.htm11/115Table of Contents THE OFFERING Shares of Common Stock being offered by us:1,625,000 shares,based on the sale of our Common S
78、tock at an assumedpublic offering price of$4.00 per share of Common Stock,(or1,868,750 shares if the underwriters exercise the over-allotment option infull).Shares of Common Stock outstanding immediatelyprior to this offering:12,063,844 shares of Common Stock Shares of Common Stock outstanding immed
79、iatelyafter this offering:(1)13,688,844 shares of Common Stock(or 13,932,594 shares if theunderwriters exercise the over-allotment option in full).Over-allotment option:We have granted to the underwriters a 45-day option to purchase from us upto an additional 15%of the shares sold in the offering(24
80、3,750 additionalshares)at the public offering price,less the underwriting discounts andcommissions.Representatives warrant:As additional compensation for Underwriters services,the Company shallissue to Underwriters or its designees at the closing of the Offering(the“Closing”),and each closing of the
81、 Over-Allotment Option(if any),warrants(the“Underwriters Warrants”)to purchase that number of shares of commonstock of the Company(“Common Stock”)equal to three percent(3.0%)ofthe aggregate number of shares of Common Stock sold in the Offering.TheUnderwriters Warrants will be exercisable at any time
82、 and from time to time,in whole or in part,during the four and a half-year period commencing six(6)months from the effective date of the Offering,at a price per share equal to100.0%of the public offering price per Security.The Underwriters Warrantswill provide for registration rights(including a one
83、-time demand registrationright and unlimited piggyback rights)and customary anti-dilution provisions(for stock dividends and splits and recapitalizations)and anti-dilutionprotection(adjustment in the number and price of such warrants and theshares underlying such warrants)resulting from corporate ev
84、ents(whichwould include dividends,reorganizations,mergers,etc.)and future issuanceof Common Stock or Common Stock equivalents at prices(or with exerciseand/or conversion prices)below the Offering price as permitted under FINRARule 5110(f)(2)(G).Use of proceeds:We expect to receive net proceeds of ap
85、proximately$5,618,607 from thisoffering(or approximately$6,505,857 if the underwriters exercise the over-allotment option in full)and after deducting estimated underwriting discountsand commissions and estimated offering expenses payable by us.We plan touse the net proceeds of this offering for acqu
86、isitions,marketing,workingcapital,and as compensation for certain executive officers.See“Use ofProceeds”for more information on the use of proceeds.Risk factors:Investing in our Common Stock involves a high degree of risk.As aninvestor,you should be able to bear a complete loss of your investment.Yo
87、ushould carefully consider the information set forth in the“Risk Factors”section beginning on page 6 before deciding to invest in our Common Stock.NASDAQ Capital Market symbol:We have applied to list our Common Stock on Nasdaq under the symbol“BYLT”.We believe that upon the completion of this offeri
88、ng,we will meetthe standards for listing on Nasdaq.The closing of this offering is contingentupon such listing.Reverse Stock Split On September 3,2024,we obtained approval of our Board of Directors andshareholders holding a majority of the voting power of our issued andoutstanding voting capital sto
89、ck to conduct a reverse stock split in a ratio of10-for-1.Unless otherwise noted,the share and per share information in thisprospectus reflects,other than in our historical financial statements and thenotes thereto,the proposed reverse stock split of the outstanding common2025/5/8 17:00elite_s1a.htm
90、https:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/elite_s1a.htm12/115stock of the Company as of the date of this prospectus at an assumed 10-for-1ratio to occur immediately following the time when the RegistrationStatement of which this prospectus forms a part is declared effective b
91、y theSecurities and Exchange Commission but prior to the listing of our CommonStock in the market and the closing of the offering.32025/5/8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/elite_s1a.htm13/115Table of Contents_(1)The number of shares of our Common S
92、tock to be outstanding after this offering is based on 12,063,844 shares of ourCommon Stock outstanding as of December 31,2024.Unless we indicate otherwise or the context otherwise requires,allinformation in this prospectus:assumes the shares of Common Stock are offered at$4.00 per share;assumes no
93、exercise of the warrants issued to the Representatives of the underwriters;assumes no conversion of convertible notes of$1,272,216 which convert to 2,341,910 common shares;assumes no conversion of convertible preferred share totaling 10,000,000 shares which convert to 20,000,000 commonshares and,Unl
94、ess otherwise indicated,this prospectus reflects and assumes no exercise by the underwriters of their over-allotmentoption.42025/5/8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/elite_s1a.htm14/115Table of Contents SUMMARY CONSOLIDATED FINANCIAL INFORMATION The
95、 following tables summarize certain financial data regarding our business and should be read in conjunction with our financialstatements and related notes contained elsewhere in this prospectus and the information under“Managements Discussion andAnalysis of Financial Condition and Results of Operati
96、ons.”Our summary financial data as of and for the fiscal years ended December 31,2024,and December 31,2023,are derived from ouraudited financial statements included elsewhere in this prospectus.All financial statements included in this prospectus are preparedand presented in accordance with generall
97、y accepted accounting principles in the United States,or GAAP.The summary financialinformation is only a summary and should be read in conjunction with the historical financial statements and related notes containedelsewhere herein.The financial statements contained elsewhere fully represent our fin
98、ancial condition and operations;however,they are not indicative of our future performance.Year Ended Year Ended December31,December31,2024 2023 (audited)(audited)Summary Statements of Operations Data Revenue$681$42,569 Cost of goods sold (36,321)(155,804)Gross profit (35,640)(113,235)Total operating
99、 expenses (2,139,443)(1,198,545)Loss from operations (2,175,083)(1,311,780)Other income(expense):Other income 10,945 12,673 Interest(expense)(229,448)(148,662)Total other income(expense)(218,503)(135,989)Net loss$(2,393,586)$(1,447,769)Net loss per share$(0.212)$(0.112)Weighted average number of sha
100、res 11,272,766 12,933,473 Year Ended Pro formaasadjusted(1)Year Ended December31,December31,2024 2024 (audited)(unaudited)Summary Balance Sheet Data Cash$-5,618,607 Inventory -Prepaid expenses 14,069 14,069 Property and equipment,net 27,515 27,515 Right of use asset 78,075 78,075 Total assets$119,65
101、9 5,738,266 Total current liabilities 2,718,734 2,718,734 Total non-current liabilities 155,849 155,849 Total liabilities$2,874,583 2,874,583 Total stockholders deficit (2,754,924)2,863,683 Total liabilities and stockholders deficit$119,659 5,738,266 (1)The as adjusted balance sheet data gives effec
102、t to the issuance and sale of shares in this offering at an assumed offering price of$4.00 per share,as set forth on the cover of this prospectus,after deducting estimated offering expenses payable by us.The proforma as adjusted information is illustrative only,and we will adjust this information ba
103、sed on the actual public offering price andother terms of this offering determined at pricing.2025/5/8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/elite_s1a.htm15/115 SUMMARY OF RISK FACTORS An investment in our Common Stock involves a high degree of risk.You
104、should carefully consider the risks summarized below.These risks are discussed more fully in the“Risk Factors”section immediately following this Prospectus Summary.These risksinclude,but are not limited to,the following:52025/5/8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/00014
105、7793225003176/elite_s1a.htm16/115Table of Contents RISK FACTORS An investment in our Common Stock involves a high degree of risk.You should carefully consider the following risk factors,together with the other information contained in this prospectus,before purchasing our Common Stock.We have listed
106、 below(notnecessarily in order of importance or probability of occurrence)what we believe to be the most significant risk factors applicable tous,but they do not constitute all of the risks that may be applicable to us.Any of the following factors could harm our business,financial condition,results
107、of operations or prospects,and could result in a partial or complete loss of your investment.Somestatements in this prospectus,including statements in the following risk factors,constitute forward-looking statements.Please referto the section titled“Cautionary Statement Regarding Forward-Looking Sta
108、tements”.ON NOVEMBER 16,2021,THE SEC ISSUED AN ORDER REVOKING THE REGSTRATION OF THE COMPANYSSECURITIES PURSUANT TO SECTION 12(j)OF THE SECURITIES EXCHANGE ACT OF 1934 DUE TO DELINQUENTSEC PERIODIC REPORTS.On November 16,2021,under Release No.93585,Administrative Proceeding 3-20532,the SEC issued an
109、 Order revoking theregistration of the Companys securities pursuant to Section 12(j)of the Securities Exchange Act of 1934(the“ExchangeAct”)for failure to file timely periodic unaudited and audited financial reports since the period ending December 31,2019.The Order was effective on November 17,2021
110、.Subsequently,the Company completed the filing of its delinquent auditedand unaudited SEC periodic reports,and on September 11,2023,the Company filed a Form 8A-12g to again becomesubject to the reporting requirements of the Exchange Act,and as of today,the Company is current in its filing obligation
111、s.It is imperative that the Company continue to file its periodic reports on a timely basis,as failure to do so would againsubject the Company to revocation of its Exchange Act registration,the impact of which would negatively impact both theCompany and its shareholders,as the Companys securities wo
112、uld cease trading.If the Companys securities were to ceasetrading,this could cause the Companys shareholders to lose their investments.Risks Related to Our Business and Industry WE HAVE HAD LIMITED OPERATIONS,HAVE INCURRED LOSSES SINCE INCEPTION,HAVE LIMITED CASH TOSUSTAIN OUR OPERATIONS,AND WE NEED
113、 ADDITIONAL CAPITAL TO EXECUTE OUR BUSINESS PLAN ANDRECEIVED A GOING CONCERN OPINION IN PRIOR PERIODS.The Company has suffered recurring losses.As of December 31,2024,the Company had limited cash on hand and approximately$1,272,000 in convertible debt and loans payable owed at December 31,2024.At De
114、cember 31,2024,the Company also had astockholders deficit of$2,754,924.These factors raise substantial doubt about the Companys ability to continue as a goingconcern.The recoverability of a major portion of the recorded asset amounts shown in the accompanying consolidated balancesheet is dependent u
115、pon continued operations of the Company,which in turn,is dependent upon the Companys ability to raisecapital and/or generate positive cash flows from operations.Management plans to achieve profitability by increasing its business through retail distribution and expanding its online ecommercepresence
116、.There can be no assurance that the Company can raise the required capital to support operations or increase sales toachieve profitable operations.These consolidated financial statements do not include any adjustments relating to the recoverabilityand classification of recorded assets,or the amounts
117、 and classification of liabilities that might be necessary in the event theCompany cannot continue in existence.A DECLINE IN DISCRETIONARY CONSUMER SPENDING MAY ADVERSELY AFFECT OUR INDUSTRY,OUROPERATIONS,AND ULTIMATELY OUR PROFITABILITY.Consumer products,such as sports drinks,are discretionary purc
118、hases for consumers.Any reduction in consumer discretionaryspending or disposable income may affect the sports beverage or functional beverage industry more significantly than otherindustries.Many economic factors outside of our control could affect consumer discretionary spending,including the fina
119、ncialmarkets,consumer credit availability,prevailing interest rates,energy costs,employment levels,salary levels,and tax rates.Anyreduction in discretionary consumer spending could materially adversely affect our business and financial condition.THERE IS A RISK ASSOCIATED WITH COVID-19 The Companys
120、operations were affected by the outbreak of the coronavirus disease(COVID-19)which in March 2020,wasdeclared a pandemic by the World Health Organization.With news reports of recent COVID-19 cases,the ultimate disruption whichmay be caused by the outbreak is uncertain;however,it may result in a mater
121、ial adverse impact on the Companys financialposition,operations and cash flows.Possible areas that may be affected include,but are not limited to,disruption to the Companyscustomers and revenue,labor workforce,unavailability of products and supplies used in operations,and the decline in value ofasse
122、ts held by the Company,including property and equipment.2025/5/8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/elite_s1a.htm17/115OUR OPERATING RESULTS MAY BE ADVERSELY IMPACTED BY WORLDWIDE POLITICAL AND ECONOMICUNCERTAINTIES AND SPECIFIC CONDITIONS IN THE MARK
123、ETS WE ADDRESS.In the recent past,general worldwide economic conditions have experienced a downturn due to slower economic activity,concernsabout inflation,increased energy costs,decreased consumer confidence,and reduced corporate profits and capital spending,andadverse business conditions.Any conti
124、nuation or worsening of the current global economic and financial conditions couldmaterially adversely affect(i)our ability to raise,or the cost of,needed capital,(ii)demand for our current and future products and(iii)our ability to commercialize products.We cannot predict the timing,strength,or dur
125、ation of any economic slowdown orsubsequent economic recovery,worldwide,or in the display industry.THE LOSS OF THE SERVICES OF OUR KEY EMPLOYEES,PARTICULARLY THE SERVICES RENDERED BY OURCHIEF EXECUTIVE OFFICER AND DIRECTOR,MR.JOEY FIRESTONE,COULD HARM OUR BUSINESS.We believe our success will depend,
126、to a significant extent,on the efforts and abilities of Joey Firestone,our Chief ExecutiveOfficer.If we lost Mr.Firestone,we would be forced to expend significant time and money in the pursuit of a replacement,whichwould result in both a delay in the implementation of our business plan and the diver
127、sion of limited working capital.We can giveyou no assurance that we could find a satisfactory replacement for Mr.Firestone at all,or on terms that are not unduly expensive orburdensome.62025/5/8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/elite_s1a.htm18/115Ta
128、ble of Contents OUR FUTURE SUCCESS DEPENDS UPON,IN LARGE PART,OUR CONTINUING ABILITY TO ATTRACT AND RETAINQUALIFIED PERSONNEL.If we grow and implement our business plan,we will need to add managerial talent to support our business plan.There is noguarantee that we will be successful in adding such m
129、anagerial talent.These professionals are regularly recruited by othercompanies and may choose to change companies.Given our relatively small size compared to some of our competitors,theperformance of our business may be more adversely affected than our competitors would be if we lose well-performing
130、 employeesand are unable to attract new ones.BECAUSE WE INTEND TO GROW BY ACQUISITIONS AND SUCH ACTIVITY INVOLVES A NUMBER OF RISKS,OURBUSINESS MAY SUFFER.We may consider acquisitions of assets or other business.Any acquisition or opening of another retail store or other operationsinvolves a number
131、of risks that could fail to meet our expectations and adversely affect our profitability.For example:The acquired assets or business may not achieve expected results;We may incur substantial,unanticipated costs,delays or other operational or financial problems when integrating the acquiredassets;We
132、may not be able to retain key personnel of an acquired business;We may not be able to raise the required capital to expand;Our managements attention may be diverted;or Our management may not be able to manage the acquired assets or combined entity effectively or to make acquisitions andgrow our busi
133、ness internally at the same time.If these problems arise,we may not realize the expected benefits of an acquisition.BECAUSE WE DEPEND ON OUR ABILITY TO IDENTIFY AND RESPOND TO CONSUMER TRENDS,IF WEMISJUDGE THESE TRENDS,OUR ABILITY TO MAINTAIN AND GAIN MARKET SHARE WILL BE AFFECTED.The beverage indus
134、try is subject to rapidly changing consumer trends and shifting consumer demands.Accordingly,our successmay depend on the priority that our target customers place on fashion and our ability to anticipate,identify,and capitalize uponemerging consumer trends.If we misjudge consumer trends or are unabl
135、e to adjust our products in a timely manner,our net salesmay decline or fail to meet expectations and any excess inventory may be sold at lower prices.OUR ABILITY TO MAINTAIN OR INCREASE OUR REVENUES COULD BE HARMED IF WE ARE UNABLE TOSTRENGTHEN AND MAINTAIN OUR BRAND IMAGE.We have limited revenues
136、and have spent significant amounts of time and money in branding our beverage lines.We believe thatprimary factors in determining customer buying decisions,especially in the beverage industry,are determined by price,confidencein the merchandise and quality associated with a brand.The ability to diff
137、erentiate products from competitors of the Company hasbeen a factor in attracting consumers.However,if the Companys ability to promote its brand fails to garner brand recognition,itsability to generate revenues may suffer.If the Company fails to differentiate its products,its ability to sell its pro
138、ducts wholesalewill be adversely affected.These factors could result in lower selling prices and sales volumes,which could adversely affect itsfinancial condition and results of operations.IF WE WERE TO EXPERIENCE SUBSTANTIAL DEFAULTS BY OUR CUSTOMERS ON ACCOUNTS RECEIVABLE,THIS COULD HAVE A MATERIA
139、L ADVERSE EFFECT ON OUR LIQUIDITY AND RESULTS OF OPERATIONS.If customers responsible for a large amount of accounts receivable were to become insolvent or otherwise unable to pay for ourproducts,or to make payments in a timely manner,our liquidity and results of operations could be materially advers
140、ely affected.Aneconomic or industry downturn could materially affect the ability to collect these accounts receivable,which could then result inlonger payment cycles,increased collections costs and defaults in excess of managements expectations.A significant deteriorationin the ability to collect on
141、 accounts receivable could affect our cash flow and working capital position.WE MAY NOT BE ABLE TO INCREASE SALES OR OTHERWISE SUCCESSFULLY OPERATE OUR BUSINESS,WHICHCOULD HAVE A SIGNIFICANT NEGATIVE IMPACT ON OUR FINANCIAL CONDITION.2025/5/8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/
142、1753681/000147793225003176/elite_s1a.htm19/115We believe that the key to our success will be to increase our revenues and available working capital.We may not have theresources required to promote our business and its potential benefits.If we are unable to gain market acceptance of our business,wewi
143、ll not be able to generate enough revenue to achieve and maintain profitability or to continue our operations.We may not be able to increase our sales or effectively operate our business.To the extent we are unable to achieve sales growth,we may continue to incur losses.We may not be successful or m
144、ake progress in the growth and operation of our business.Ourcurrent and future expense levels are based on operating plans and estimates of future sales and revenues and are subject to increaseas strategies are implemented.Even if our sales grow,we may be unable to adjust spending in a timely manner
145、 to compensate forany unexpected revenue shortfall.Further,if we substantially increase our operating expenses to increase sales and marketing,and such expenses are not subsequentlyfollowed by increased revenues,our operating performance and results would be adversely affected and,if sustained,could
146、 have amaterial adverse effect on our business.To the extent we implement cost reduction efforts to align our costs with revenue,our salescould be adversely affected.72025/5/8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/elite_s1a.htm20/115Table of Contents WE
147、MAY NEED ADDITIONAL FINANCING WHICH WE MAY NOT BE ABLE TO OBTAIN ON ACCEPTABLE TERMS.IFWE ARE UNABLE TO RAISE ADDITIONAL CAPITAL,AS NEEDED,THE FUTURE GROWTH OF OUR BUSINESS ANDOPERATIONS COULD BE SEVERELY LIMITED.A limiting factor on our growth is our limited capitalization,which could impact our ab
148、ility to execute on our business plan.If weraise additional capital through the issuance of debt,this will result in increased interest expense.If we raise additional fundsthrough the issuance of equity or convertible debt securities,the percentage ownership of the Company held by existingshareholde
149、rs will be reduced and our shareholders may experience significant dilution.In addition,new securities may containrights,preferences or privileges that are senior to those of our Common Stock.If additional funds are raised by the issuance of debtor other equity instruments,we may become subject to c
150、ertain operational limitations(for example,negative operating covenants).There can be no assurance that acceptable financing necessary to further implement our business plan can be obtained on suitableterms,if at all.Our ability to develop our business,fund expansion,develop or enhance products or r
151、espond to competitivepressures,could suffer if we are unable to raise the additional funds on acceptable terms,which would have the effect of limitingour ability to increase our revenues or possibly attain profitable operations in the future.WE MAY BE UNABLE TO MANAGE GROWTH,WHICH MAY IMPACT OUR POT
152、ENTIAL PROFITABILITY.Successful implementation of our business strategy requires us to manage our growth.Growth could place an increasing strain onour management and financial resources.To manage growth effectively,we will need to:Establish definitive business strategies,goals and objectives;Maintai
153、n a system of management controls;and Attract and retain qualified personnel,as well as,develop,train and manage management-level and other employees.If we fail to manage our growth effectively,our business,financial condition or operating results could be materially harmed,andour stock price may de
154、cline.Risks Related to Our Common Stock OUR CURRENT CHIEF EXECUTIVE OFFICER AND DIRECTOR,MR.JOEY FIRESTONE HAS SUFFICIENT VOTINGPOWER TO CONTROL THE VOTE ON SUBSTANTIALLY ALL CORPORATE MATTERS.Joey Firestone,our Chief Executive Officer and director has sufficient voting power through his ownership o
155、f 10,000,000 series APreferred Stock with Super Voting Rights to control the vote on substantially all corporate matters.Accordingly,Mr.Firestone willbe able to determine the composition of our Board of Directors,will retain the effective voting power to approve all mattersrequiring shareholder appr
156、oval,will prevail in matters requiring shareholder approval,including,in particular the election andremoval of Directors,and will continue to have significant influence over our business.As a result of his ownership and position inthe Company,Mr.Firestone is able to influence all matters requiring s
157、hareholder action,including significant corporatetransactions.WE CURRENTLY HAVE A LIMITED ACCOUNTING STAFF,AND IF WE FAIL TO DEVELOP OR MAINTAIN ANEFFECTIVE SYSTEM OF INTERNAL CONTROLS,WE MAY NOT BE ABLE TO REPORT OUR FINANCIAL RESULTSTIMELY AND ACCURATELY OR PREVENT FRAUD,WHICH WOULD LIKELY HAVE A
158、NEGATIVE IMPACT ON THEMARKET PRICE OF OUR COMMON UNITS.We are subject to the public reporting requirements of the Securities Exchange Act of 1934,as amended(“Exchange Act”).Effective internal controls are necessary for us to provide reliable and timely financial reports,prevent fraud and to operates
159、uccessfully as a publicly traded partnership.We prepare our consolidated financial statements in accordance with accounting and principles generally accepted in the UnitedStates,but our internal accounting controls may not meet all standards applicable to companies with publicly traded securities.Ou
160、refforts to develop and maintain our internal controls may not be successful,and we may be unable to maintain effective controlsover our financial processes and reporting in the future or to comply with our obligations under Section 404 of the Sarbanes-OxleyAct of 2002,which we refer to as Section 4
161、04.For example,Section 404 requires us,among other things,to annually review andreport on,and our independent registered public accounting firm to attest to,the effectiveness of our internal controls over financialreporting.Based on managements evaluation,as of December 31,2023,our management conclu
162、ded that we had several materialweaknesses related to our internal controls over financial reporting(See Item 9A).82025/5/8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/elite_s1a.htm21/115Table of Contents WE WILL INCUR INCREASED COSTS AS A RESULT OF BEING A PU
163、BLIC COMPANY,WHICH COULD AFFECT OURPROFITABILITY AND OPERATING RESULTS.We file annual,quarterly and current reports with the SEC.In addition,the Sarbanes-Oxley Act of 2002(“Sarbanes-Oxley”)and therules subsequently implemented by the SEC and the Public Company Accounting Oversight Board have imposed
164、 variousrequirements on public companies,including requiring changes in corporate governance practices.We expect these rules andregulations to increase our legal and financial compliance costs and to make some activities of ours more time-consuming andcostly.We expect to spend between$25,000 and$50,
165、000 in legal and accounting expenses annually to comply with our SECreporting obligations and Sarbanes-Oxley.These costs could affect profitability and our results of operations.WE HAVE NOT PAID DIVIDENDS IN THE PAST AND DO NOT EXPECT TO PAY DIVIDENDS FOR THEFORESEEABLE FUTURE.ANY RETURN ON INVESTME
166、NT MAY BE LIMITED TO THE VALUE OF OUR COMMONSTOCK,WHICH IS CURRENTLY ILLIQUID,AS OUR COMMON STOCK IS NOT QUOTED,AND THERE ISCURRENTLY NO MARKET FOR OUR COMMON STOCK.No cash dividends have been paid on the Companys common stock.We expect that any income received from operations will bedevoted to our
167、future operations and growth.The Company does not expect to pay cash dividends in the near future.Payment ofdividends would depend upon our profitability at the time,cash available for those dividends,and other factors as the CompanysBoard of Directors may consider relevant.If the Company does not p
168、ay dividends,the Companys common stock may be lessvaluable because a return on an investors investment will only occur if the Companys stock price appreciates.Risks Related to This Offering and Ownership of Our Common Stock Our stock price may be volatile,and purchasers of our Common Stock could inc
169、ur substantial losses.The stock market in general has experienced significant price and volume fluctuations that have often been unrelated ordisproportionate to operating performance of individual companies,particularly following a public offering of a company with asmall public float.There is the p
170、otential for rapid and substantial price volatility of our Common Stock following this offering.Broad market factors may seriously harm the market price of our Common Stock,regardless of our actual or expected operatingperformance and financial condition or prospects,which may make it difficult for
171、investors to assess the rapidly changing value ofour Common Stock.Additionally,the price and volume of our Common Stock may fluctuate significantly as a result of thefollowing factors:quarterly variations in our operating results compared to market expectations;adverse publicity about us,the industr
172、ies we participate in or individual scandals;announcements of new offerings or significant price reductions by us or our competitors;fluctuations in stock market prices and volumes;changes in senior management or key personnel;changes in financial estimates by securities analysts;92025/5/8 17:00elit
173、e_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/elite_s1a.htm22/115Table of Contents negative earnings or other announcements by us or our competitors;defaults on indebtedness,incurrence of additional indebtedness,or issuances of additional capital stock;global economic,le
174、gal and regulatory factors unrelated to our performance;and the other factors listed in this“Risk Factors”section.Volatility in the market price of our Common Stock may prevent investors from being able to sell their shares at or above the publicoffering price.As a result,you may suffer a loss on yo
175、ur investment.Certain recent public offerings of companies with relatively small public floats comparable to our anticipated public float haveexperienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company.OurCommon Stock may potentially experience
176、 rapid and substantial price volatility,which may make it difficult for prospectiveinvestors to assess the value of our Common Stock.In addition to the risks addressed above under“Our stock price may be volatile,and purchasers of our Common Stock couldincur substantial losses,”our Common Stock may b
177、e subject to rapid and substantial price volatility.Recently,companies withcomparably small public floats and public offering sizes have experienced instances of extreme stock price run-ups followed byrapid price declines,and such stock price volatility was seemingly unrelated to the respective comp
178、anys underlying performance.Although the specific cause of such volatility is unclear,our anticipated public float may amplify the impact the actions taken by afew stockholders have on the price of our stock,which may cause our stock price to deviate,potentially significantly,from a pricethat better
179、 reflects the underlying performance of our business.Our Common Stock may experience run-ups and declines that areseemingly unrelated to our actual or expected operating performance and financial condition or prospects,making it difficult forprospective investors to assess the rapidly changing value
180、 of our Common Stock.In addition,investors of shares of our CommonStock may experience losses,which may be material,if the price of our Common Stock declines after this offering or if suchinvestors purchase shares of our Common Stock prior to any price decline.Once we have been approved to list on T
181、he Nasdaq Capital Market,if we are unable to maintain listing of our securities onNASDAQ or any stock exchange,our stock price could be adversely affected and the liquidity of our stock and our ability toobtain financing could be impaired and it may be more difficult for our stockholders to sell the
182、ir securities.We have applied to list our Common Stock on Nasdaq under the symbol“BYLT”.We believe that upon the completion of thisoffering,we will meet the standards for listing on Nasdaq.The closing of this offering is contingent upon such listing.Althoughour Common Stock is not currently listed o
183、n NASDAQ,we may not be able to continue to meet the exchanges minimum listingrequirements or those of any other national exchange.If we are unable to maintain listing on NASDAQ or if a liquid market for ourCommon Stock does not develop or is sustained,our Common Stock may remain thinly traded.The li
184、sting rules of NASDAQ require listing issuers to comply with certain standards in order to remain listed on its exchange.If,for any reason,we should fail to maintain compliance with these listing standards and NASDAQ should delist our securities fromtrading on its exchange and we are unable to obtai
185、n listing on another national securities exchange,a reduction in some or all of thefollowing may occur,each of which could have a material adverse effect on our stockholders:the liquidity of our Common Stock;the market price of our Common Stock;our ability to obtain financing for the continuation of
186、 our operations;the number of institutional and general investors that will consider investing in our Common Stock;the number of investors in general that will consider investing in our Common Stock;the number of market makers in our Common Stock;the availability of information concerning the tradin
187、g prices and volume of our Common Stock;and the number of broker-dealers willing to execute trades in shares of our Common Stock.102025/5/8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/elite_s1a.htm23/115Table of Contents We may not be able to maintain the list
188、ing of our common stock on NASDAQ,which could adversely affect our liquidity and thetrading volume and market price of our Common Stock and decrease or eliminate your investment.NASDAQ requires listing issuers to comply with certain standards in order to remain listed on its exchange.If,for any reas
189、on,NASDAQ should delist our securities from trading on its exchange and we are unable to obtain listing on another reputable nationalsecurities exchange,a reduction in some or all of the following may occur,each of which could materially adversely affect ourstockholders.Any delisting determination b
190、y NASDAQ could seriously decrease or eliminate the value of an investment in our Common Stockand other securities linked to our common stock.While a listing on an over-the-counter exchange could maintain some degree of amarket in our common stock,we could face substantial material adverse consequenc
191、es,including,but not limited to,the following:limited availability for market quotations for our common stock;reduced liquidity with respect to and decreased trading prices ofour common stock;a determination that shares of our common stock are“penny stock”under the Securities and ExchangeCommission
192、rules,subjecting brokers trading our common stock to more stringent rules on disclosure and the class of investors towhich the broker may sell the common stock;limited news and analyst coverage for our Company,in part due to the“penny stock”rules;decreased ability to issue additional securities or o
193、btain additional financing in the future;and potential breaches under orterminations of our agreements with current or prospective large stockholders,strategic investors and banks.The perception amonginvestors that we are at heightened risk of delisting could also negatively affect the market price
194、of our securities and tradingvolume of our common stock.Furthermore,if the closing price of our common stock is$1.00 or less for 10 consecutive trading days,we will be issued a StaffDelisting Determination by NASDAQ.If we receive a Staff Delisting Determination Letter resulting from our Common Stock
195、trading at or below$1.00 for 10 consecutive trading days,we will have 7 calendar days to request a hearing before a NASDAQhearings panel to review the Staff Delisting Determination,which will stay the delisting of our Common Stock by NASDAQ.Ahearing would then take place within 45 days of the hearin
196、g request to determine whether or not our common stock would bedelisted.If,in the future,we receive a Staff Delisting Determination there can be no assurance that we would be successful inpreventing a determination by the NASDAQ hearing panel that our stock will be delisted.If securities or industry
197、 analysts do not publish research or publish inaccurate or unfavorable research about our business,themarket price for the shares and trading volume could decline.The trading market for our Common Stock will depend in part on the research and reports that securities or industry analystspublish about
198、 us or our business.If research analysts do not establish and maintain adequate research coverage or if one or more ofthe analysts who covers us downgrades our Common Stock or publishes inaccurate or unfavorable research about our business,themarket price for our Common Stock would likely decline.If
199、 one or more of these analysts cease coverage of our company or fail topublish reports on us regularly,we could lose visibility in the financial markets,which,in turn,could cause the market price ortrading volume for our Common Stock to decline.As the public offering price is substantially higher th
200、an our net tangible book value per share,you will experience immediateand substantial dilution.If you purchase shares in this offering,you will pay more for your shares of Common Stock than the amount paid by our existingstockholders for their shares on a per share basis.As a result,you will experie
201、nce immediate and substantial dilution in net tangiblebook value per share in relation to the price that you paid for your shares.The dilution as a result of the offering will be$4.00 shareto new investors purchasing our shares in this offering if the maximum number of shares being offered are sold.
202、In addition,youwill experience further dilution to the extent that our shares are issued upon the vesting of restricted stock or exercise of stockoptions under any stock incentive plans.All of the shares issuable under our stock incentive plans will be issued at a purchase priceon a per share basis
203、that is equal or less than the assumed public offering price per share in this offering.See“Dilution”for a morecomplete description of how the value of your investment in our shares will be diluted upon completion of this offering.We have broad discretion as to the use of the net proceeds from this
204、offering and our use of the offering proceeds may not yielda favorable return on your investment.Additionally,we may use these proceeds in ways with which you may not agree or in themost effective way.The Companys management will have substantial discretion in applying the net proceeds to be receive
205、d by the Company.See“Useof Proceeds”for a description of how we plan to apply the net proceeds.However,based on unforeseen technical,commercial,orregulatory issues,we could spend the proceeds in ways with which you may not agree.Moreover,the proceeds may not be investedeffectively or in a manner tha
206、t yields a favorable or any return,and consequently,this could result in financial losses that could havea material adverse effect on our business,financial condition and results of operations.There can be no assurance that the Companywill utilize the net proceeds in a manner that enhances the value
207、 of the Company.If the Company fails to spend the proceedseffectively,the Companys business and financial condition could be harmed,and there may be the need to seek additionalfinancing sooner than expected.2025/5/8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/
208、elite_s1a.htm24/115We have never paid cash dividends on our stock and do not intend to pay dividends for the foreseeable future.We have paid no cash dividends on any class of our stock to date,and we do not anticipate paying cash dividends in the near term.For the foreseeable future,we intend to ret
209、ain any earnings to finance the development and expansion of our business,and we donot anticipate paying any cash dividends on our Common Stock.Accordingly,investors must be prepared to rely on sales of theirCommon Stock after price appreciation to earn an investment return,which may never occur.Inv
210、estors seeking cash dividendsshould not purchase our Common Stock.Any determination to pay dividends in the future will be made at the discretion of ourBoard of Directors and will depend on our results of operations,financial condition,contractual restrictions,restrictions imposed byapplicable law a
211、nd other factors our Board deems relevant.The offering price for our common stock may not be indicative of its fair market value.There is no established market for our common stock.The offering price of the shares has been determined arbitrarily by us afterdiscussions with the underwriter.The offeri
212、ng price does not bear any relationship to our assets,book value,earnings,or otherestablished criteria for valuing a privately held company.In determining the number of shares to be offered and the offering price,we took into consideration our capital structure and the amount of money we would need
213、to implement our business plans.Accordingly,the offering price may not be indicative of the true fair market value of the Company or the fair market value of ourcommon stock.112025/5/8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/elite_s1a.htm25/115Table of Con
214、tents Raising additional capital may cause dilution to our stockholders,including purchasers of Common Stock in this offering orrestrict our operations.Until such time,if ever,as we can generate substantial product revenues,we expect to finance our cash needs through acombination of equity and/or de
215、bt financing and collaborations,licensing agreements or other strategic arrangements.To the extentthat we raise additional capital through the sale of equity or convertible debt securities,your ownership interest will be diluted,andthe terms of such securities may include liquidation or other prefer
216、ences that adversely affect your rights as a stockholder.To the extent that we raise additional capital through debt financing,it would result in increased fixed payment obligations and aportion of our operating cash flows,if any,being dedicated to the payment of principal and interest on such indeb
217、tedness.Inaddition,debt financing may involve agreements that include restrictive covenants that impose operating restrictions,such asrestrictions on the incurrence of additional debt,the making of certain capital expenditures or the declaration of dividends.We may issue additional debt and equity s
218、ecurities,which are senior to our Common Stock as to distributions and in liquidation,which could materially adversely affect the market price of our Common Stock.In the future,we may attempt to increase our capital resources by entering into additional debt or debt-like financing that is securedby
219、all or up to all of our assets,or issuing debt or equity securities,which could include issuances of commercial paper,medium-term notes,senior notes,subordinated notes or shares.In the event of our liquidation,our lenders and holders of our debt securitieswould receive a distribution of our availabl
220、e assets before distribution to our stockholders.In addition,any additional preferredstock,if issued by our company,may have a preference with respect to distributions and upon liquidation,which could further limitour ability to make distributions to our stockholders.Because our decision to incur de
221、bt and issue securities in our future offeringswill depend on market conditions and other factors beyond our control,we cannot predict or estimate the amount,timing or natureof our future offerings and debt financing.Further,market conditions could require us to accept less favorable terms for the i
222、ssuance of our securities in the future.Thus,youwill bear the risk of our future offerings reducing the value of your Common Stock and diluting your interest in our company.Enforcing legal liability against certain members of our Board and our senior management might be difficult.Although we are org
223、anized under the laws of the State of Nevada and investors are able to effect service of process in theUnited States upon us,some of the members of our Board of Directors and some members of our senior management reside outsideof the United States and all or a substantial portion of their assets are
224、 located outside the United States.As a result,it may not bepossible to serve process on these directors and certain members of our senior management in the United States or to enforce courtjudgments obtained in the United States against these individuals based on the civil liability provisions of t
225、he U.S.federal or statesecurities laws.In addition,awards of punitive damages in actions brought in the United States or elsewhere may not be enforceableoutside the United States.122025/5/8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/elite_s1a.htm26/115Table o
226、f Contents We are a smaller reporting company within the meaning of the Securities Act,and if we take advantage of certain exemptionsfrom disclosure requirements available to smaller reporting companies,this could make our securities less attractive to investorsand may make it more difficult to comp
227、are our performance with other public companies.Rule 12b-2 of the Exchange Act defines a“smaller reporting company”as an issuer that is not an investment company,an asset-backed issuer,or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:had a public float of l
228、ess than$250 million as of the last business day of its most recently completed second fiscalquarter,computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equityheld by non-affiliates by the price at which the common equity was last sold,or the average
229、of the bid and asked prices ofcommon equity,in the principal market for the common equity;or in the case of an initial registration statement under the Securities Act or the Exchange Act for shares of its commonequity,had a public float of less than$250 million as of a date within 30 days of the dat
230、e of the filing of the registrationstatement,computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before theregistration plus,in the case of a Securities Act registration statement,the number of such shares included in theregistration statement by the estimate
231、d public offering price of the shares;or in the case of an issuer whose public float as calculated under paragraph(1)or(2)of this definition was zero or whosepublic float was less than$700 million,had annual revenues of less than$100 million during the most recentlycompleted fiscal year for which au
232、dited financial statements are available.As a smaller reporting company,we will not be required and may not include a Compensation Discussion and Analysis section inour proxy statements;we will provide only two years of financial statements;and we need not provide the table of selected financialdata
233、.We also will have other“scaled”disclosure requirements that are less comprehensive than issuers that are not smallerreporting companies which could make our Common Stock less attractive to potential investors,which could make it more difficultfor our stockholders to sell their shares.As a“smaller r
234、eporting company,”we may choose to exempt our company from certain corporate governance requirements thatcould have an adverse effect on our public stockholders.Under NASDAQ rules,a“smaller reporting company,”as defined in Rule 12b-2 under the Exchange Act,is not subject to certaincorporate governan
235、ce requirements otherwise applicable to companies listed on NASDAQ.For example,a smaller reportingcompany is exempt from the requirement of having a Compensation Committee composed solely of Directors meeting certainenhanced independence standards,as long as the Compensation Committee has at least t
236、wo members who do meet such standards.Although we do not currently rely on any of these exemptions,we may elect to rely on any or all of these exemptions in the future.By electing to utilize any such exemptions,our company may be subject to greater risks of poor corporate governance,poorermanagement
237、 decision-making processes,and reduced results of operations from problems in our corporate organization.Consequently,our stock price may suffer,and there is no assurance that we will be able to continue to meet all continuing listingrequirements of NASDAQ from which we will not be exempt,including
238、minimum stock price requirements.Future sales of substantial amounts of our Common Stock or securities convertible into or exchangeable or exercisable forshares of Common Stock,either by us or by our existing stockholders,or the possibility that such sales could occur,couldadversely affect the marke
239、t price of our Common Stock.Future sales in the public market of shares of our Common Stock or securities convertible into or exchangeable or exercisable forshares of Common Stock,shares held by our existing stockholders or shares issued upon exercise of our outstanding stock optionsor warrants,or t
240、he perception by the market that these sales could occur,could lower the market price of our Common Stock ormake it difficult for us to raise additional capital.132025/5/8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/elite_s1a.htm27/115Table of Contents CAUTION
241、ARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements that are based on our managements beliefs and assumptions and oninformation currently available to us.All statements other than statements of historical facts are forward-looking statements.Theforw
242、ard-looking statements are contained principally in,but not limited to,the sections entitled“Prospectus Summary,”“RiskFactors,”“Managements Discussion and Analysis of Financial Condition and Results of Operations”and“Business.”Thesestatements relate to future events or to our future financial perfor
243、mance and involve known and unknown risks,uncertainties andother factors that may cause our actual results,levels of activity,performance,or achievements to be materially different from anyfuture results,levels of activity,performance or achievements expressed or implied by these forward-looking sta
244、tements.Forward-looking statements include,but are not limited to,statements about:our ability to introduce new products and services;our ability to obtain additional funding to develop additional products,services and offerings;compliance with obligations under intellectual property licenses with t
245、hird parties;market acceptance of our new offerings;competition from existing online offerings or new offerings that may emerge;our ability to establish or maintain collaborations,licensing or other arrangements;our ability and third parties abilities to protect intellectual property rights;our abil
246、ity to adequately support future growth;our goals and strategies;our future business development,financial condition and results of operations;expected changes in our revenue,costs or expenditures;growth of and competition trends in our industry;the accuracy and completeness of the data underlying o
247、ur or third-party sources industry and market analyses andprojections;our expectations regarding demand for,and market acceptance of,our products and services;our expectations regarding our relationships with investors,institutional funding partners and other parties with whom wecollaborate;our expe
248、ctation regarding the use of proceeds from this offering;fluctuations in general economic and business conditions in the markets in which we operate;and relevant government policies and regulations relating to our industry.In some cases,you can identify forward-looking statements by terms such as“ma
249、y,”“could,”“will,”“should,”“would,”“expect,”“plan,”“intend,”“anticipate,”“believe,”“estimate,”“predict,”“potential,”“project”or“continue”or the negative of these terms orother comparable terminology.These statements are only predictions.You should not place undue reliance on forward-lookingstatement
250、s because they involve known and unknown risks,uncertainties,and other factors,which are,in some cases,beyond ourcontrol and which could materially affect results.Factors that may cause actual results to differ materially from current expectationsinclude,among other things,those listed under the hea
251、ding“Risk Factors”and elsewhere in this prospectus.If one or more of theserisks or uncertainties occur,or if our underlying assumptions prove to be incorrect,actual events or results may vary significantlyfrom those implied or projected by the forward-looking statements.No forward-looking statement
252、is a guarantee of futureperformance.The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statementsare made in this prospectus.Although we will become a public company after this offering and have ongoing disclosure obligationsunder
253、United States federal securities laws,we do not intend to update or otherwise revise the forward-looking statements in thisprospectus,whether as a result of new information,future events or otherwise.2025/5/8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/elite_s
254、1a.htm28/115 142025/5/8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/elite_s1a.htm29/115Table of Contents USE OF PROCEEDS We estimate that the net proceeds from our issuance and sale of shares of our Common Stock in this offering will be approximately$5,618,607
255、,based on an assumed public offering price of$4.00 per share,and approximately$6,505,857 if the underwritersexercise the over-allotment option in full,after deducting estimated underwriting discounts and commissions and estimated offeringexpenses payable by us.Each$1.00 increase or decrease in the a
256、ssumed offering price per share of$4.00 per share,would increase or decrease the netproceeds that we receive in this offering and each of total stockholders equity and total capitalization by approximately$591,500after deducting(i)estimated underwriter commissions and(ii)offering expenses,in each ca
257、se,payable by us.We plan to use the net proceeds of this offering as follows:Gross offering proceeds$6,500,000 Marketing,Branding and Promotion$1,815,069 Product&Development$86,667 Permits Licenses and Applications$30,333 Website Development$18,000 Operating Expenses$1,811,100 Personnel Expenses$370
258、,000 Inventory Reserves$1,089,000 Convertible Notes Payable$398,438 Estimated expenses of the offering$881,393 Net proceeds from the offering$5,618,607 The foregoing represents our current intentions to use and allocate the net proceeds of this offering based upon our present plansand business condi
259、tions.Our management,however,will have broad discretion in the way that we use the net proceeds of thisoffering.We have not identified nor developed any plans to acquire any specific alcoholic beverage brand at this time.Pending thefinal application of the net proceeds of this offering,we intend to
260、invest the net proceeds of this offering in short-term,interest-bearing,investment-grade securities.See“Risk Factors Risks Related to This Offering and Ownership of Our CommonStock We have broad discretion as to the use of the net proceeds from this offering and our use of the offering proceeds may
261、notyield a favorable return on your investment.Additionally,we may use these proceeds in ways with which you may not agree or inthe most effective way.”DIVIDEND POLICY We have never declared or paid cash dividends on our capital stock.We currently intend to retain all available funds and any futuree
262、arnings for use in the operation of our business and do not anticipate paying any cash dividends in the near future.We may alsoenter into credit agreements or other borrowing arrangements in the future that will restrict our ability to declare or pay cashdividends.Any future determination to declare
263、 dividends will be made at the discretion of our Board of Directors of Directors andwill depend on our financial condition,operating results,capital requirements,contractual restrictions,general business conditionsand other factors that our Board of Directors of Directors may deem relevant.See also“
264、Risk Factors Risks Related to ThisOffering and Ownership of Our Common Stock We have never paid cash dividends on our stock and do not intend to paydividends for the foreseeable future.”152025/5/8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/elite_s1a.htm30/115
265、Table of Contents CAPITALIZATION The following table sets forth our capitalization as of December 31,2024:The following table sets forth our cash and cash equivalents as of December 31,2024:on an actual basis;a pro forma basis to give effect to the sale of 1,625,000 shares in this offering at the as
266、sumed public offering price of$4.00 per share,after deducting underwriting discounts and commissions and other estimated offering expenses payableby us.The foregoing pro forma information as adjusted is illustrative only,and our capitalization following the completion of thisoffering will be adjuste
267、d based on the actual public offering price and other terms of this offering determined at pricing.You shouldread the following table in conjunction with the“Use of Proceeds”and“Managements Discussion and Analysis of FinancialCondition and Results of Operations”sections of this prospectus and our co
268、nsolidated financial statements and related notesappearing elsewhere in this prospectus.As of December 31,2024 Actual Pro formaas adjusted(1)(audited)(Unaudited)Cash and cash equivalents$-$5,618,607 Debt:Accounts payable and accrued liabilities 1,424,408 1,424,408 Lease liability 82,474 82,474 PPP l
269、oan 95,485 95,485 Convertible notes payable(net of debt discount)1,272,216 1,272,216 Total Debt 2,874,583 2,874,583 Stockholders equity(deficit):Preferred stock 1,000 1,000 Common stock 12,064 12,227 Shares to be issued 722,481 722,481 Additional paid-in capital 7,693,305 13,311,750 Accumulated defi
270、cit (11,183,774)(11,183,774)Total stockholders(deficit)equity (2,754,924)2,863,683 Total capitalization$119,659$5,738,266 (1)The as adjusted consolidated balance sheet data gives effect to the issuance and sale of shares in this offering at anassumed public offering price of$4.00 per share,as set fo
271、rth on the cover of this prospectus,after deducting estimated offeringexpenses payable by us.The pro forma as adjusted information is illustrative only,and we will adjust this information based on theactual public offering price and other terms of this offering determined at pricing The number of sh
272、ares of our Common Stock to be outstanding after this offering is based on 12,063,844 shares of ourCommon Stock outstanding as of December 31,2024.Unless we indicate otherwise or the context otherwise requires,allinformation in this prospectus:is based on 12,063,844 shares of Common Stock issued and
273、 outstanding as of December 31,2024;assumes the shares of Common Stock are offered at$4.00 per share;assumes no exercise by the underwriters of their overallotment option;assumes no conversion of convertible notes of$1,272,216 which convert to 2,341,910 common shares;assumes no conversion of preferr
274、ed share totaling 10,000,000 shares which convert to 20,000,000 common shares and assumes no exercise of the warrants issued to the Representatives of the underwriters.162025/5/8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/elite_s1a.htm31/115Table of Contents
275、DILUTION Dilution in net tangible book value per share to new investors is the amount by which the offering price paid by thepurchasers of the shares of our Common Stock sold in this offering exceeds the pro forma net tangible book value per share ofCommon Stock after this offering.Net tangible book
276、 value per share is determined at any date by subtracting our total liabilitiesfrom the total book value of our tangible assets and dividing the difference by the number of shares of Common Stock deemed to beoutstanding at that date.If you invest in our securities,your ownership interest will be dil
277、uted to the extent of the difference between public offeringprice per share of our Common Stock and the as adjusted net tangible book value per share of our Common Stock immediately afterthis offering.Our net tangible book value(deficit)as of December 31,2024,was$(2,754,924)or approximately$(0.2284)
278、per share ofCommon Stock.Pro forma as adjusted net tangible book value dilution per share to new investors represents the difference between theamount per share paid by purchasers of our Common Stock in this offering and the pro forma as adjusted net tangible book valueper share of Common Stock imme
279、diately after completion of this offering.Investors participating in this offering will incur immediate,substantial dilution.After giving effect to our sale of 1,625,000shares of Common Stock in this offering at a public offering price of$4.00 per share,and after deducting the estimatedunderwriting
280、discounts and commissions and estimated offering expenses of$881,393,and adjusting for the change in our nettangible book value subsequent to December 31,2024 due to$5,618,607.This amount represents an immediate increase in proforma net tangible book value of$0.4376 per share of Common Stock to exis
281、ting stockholders and an immediate dilution in proforma net tangible book value of$3.7908 per share of Common Stock to purchasers of our Common Stock in this offering,asillustrated in the following table.Assumed public offering price per share of Common Stock$4.00 Historical net tangible book value(
282、deficit)per share as of December 31,2024$(0.2284)Increase in pro forma net tangible book value per share attributable to the offering$0.4376 Pro forma net tangible book value(deficit)per share as of December 31,2024$0.2092 Dilution per share to new investors purchasing shares of Common Stock in this
283、 offering$3.7908 Each$1.00 increase or decrease in the assumed offering price per share of$4.00 per share,would increase or decrease the netproceeds that we receive in this offering and each of total stockholders equity and total capitalization by approximately$0.1080after deducting(i)estimated unde
284、rwriter commissions and(ii)offering expenses,in each case,payable by us.If the underwriters exercise their over-allotment option in full,the pro forma as adjusted net tangible book value per share ofCommon Stock,as adjusted to give effect to this offering,would be$0.2692 per share,and the dilution i
285、n pro forma net tangiblebook value per share to new investors purchasing shares of Common Stock in this offering would be$3.7308 per share.The following table sets forth,as of December 31,2024,the total number of shares of Common Stock previously issued and sold toexisting investors,the total consid
286、eration paid for the foregoing and the average price per share of Common Stock paid,or to bepaid,by existing owners and by the new investors.The calculation below is based on(i)paid to us by existing stockholders and(ii)to be paid by new investors purchasing shares in this offering at an assumed pub
287、lic offering price of$4.00 per share,beforededucting estimated underwriter commissions and offering expenses,in each case payable by us,and assumes no exercise of theover-allotment option.Shares Purchased Total Consideration AveragePrice Number Percent Number Percent Per Share Existing Stockholders
288、12,063,844 88%$New investors 1,625,000 12%5,618,607%$Total 13,688,844 100%100%$The table above is based on 12,063,844 shares of our Common Stock outstanding as of December 31,2024,and excludes:assumes the shares of Common Stock are offered at$4.00 per share;assumes no exercise of the warrants issued
289、 to the Representatives of the underwriters;assumes no conversion of convertible notes of$1,272,216 which convert to 2,341,910 common shares;2025/5/8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/elite_s1a.htm32/115 assumes no conversion of convertible preferred
290、 share totaling 10,000,000 shares which convert to 20,000,000 commonshares and,Unless otherwise indicated,this prospectus reflects and assumes no exercise by the underwriters of their over-allotmentoption.To the extent that any outstanding options or warrants are exercised,new options,restricted sto
291、ck units or other securities are issuedunder our stock-based compensation plans,or new shares of Common Stock in the future,there will be further dilution to investorsparticipating in this offering.172025/5/8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/elite_s
292、1a.htm33/115Table of Contents MANAGEMENTS DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis are intended as a review of significant factors affecting our financial condition and results ofoperations for the periods indicated.The discussion
293、should be read in conjunction with our unaudited condensed consolidatedfinancial statements and the related notes included elsewhere in this Registration Statement and the audited financial statementsand the other information set forth in the Registration Statement.In addition to historical informat
294、ion,the following ManagementsDiscussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risksand uncertainties.Our actual results could differ significantly from those anticipated in these forward-looking statements as a resultof certain
295、 factors discussed herein and any other periodic reports filed and to be filed with the SEC.Business Overview Business The Company is currently producing an advanced electrolyte sports drink that uses patented SmartCarb technology calledB.Y.L.T.(pronounced built)It combines electrolytes,5 grams Bran
296、ched-Chain Amino Acids(BCAA)s and antioxidants togetherin an all-in-one ready-to-drink beverage.B.Y.L.T(Beyond Your Limit Training is the first ready to drink(RTD)beverage of itskind to combine the benefits of hydration,endurance,mental focus,fat oxidation,and muscle recovery all-in-one great tastin
297、gbeverage.B.Y.L.T.)uses a patented formula that hydrates,helps improves performance,promotes fat burning during exercise,andaids in muscle recovery.Whether you are looking to achieve optimal performance on the baseball field,basketball court,soccerfield,in the gym or any competitive sport,B.Y.L.T.pr
298、ovides the competitive edge every athlete actively seeks.This uniqueproduct is designed with scientifically dosed key ingredients to bridge the gap between energy drinks,hydration beverages anddietary supplements,without the refined sugar and jitters from caffeine which eventually cause athletes to
299、crash.B.Y.L.T.is notonly designed to help enhance performance and support the intense physical demand of athletes but is safe and backed by science.Sales and Marketing With its all-encompassing benefits and better-for-you ingredients,B.Y.L.T.is positioned to succeed in a highly lucrative marketdue t
300、o being first to market,its superior product offering and an ideal market opportunity.The breakdown of favorable markettrends 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 tr
301、ends,active lifestyles,and agrowing demand for industry products from everyday consumers.There are currently no other RTD beverages that combine the benefits of B.Y.L.T.that athletes seek out.In order toachieve optimal nutrients,an athlete must take 3-4 supplements that are often packed with unhealt
302、hy additives such assugars and caffeine.Sports Drinks market is projected to grow from USD 27.22 billion in 2021 to USD 36.35 billion in 2028 at a CAGR of4.2%in the 2021-2028 period.North America dominated the sports drink market with a market share of 33.54%in 2020.Source:https:/ B.Y.L.T.is also po
303、sitioned in the US Sports and Performance Drink Market which According to Mintel,grew by 12.7%in 2023,reaching over$17.5 billion in retail sales and sustain steady growth,with forecasted prediction of reaching$27.5billion by 2028.Source:https:/ to Statista,36%of individuals in the U.S.purchase a rea
304、dy to drink sports drink 1 2 times a week,while15%purchase one over 10 times a week.Source:https:/ There is high potential for customer loyalty in the industry and brands that deliver on their promised functional andhealth benefits usually keep loyal core consumers.The Company retained key executive
305、s for nationwide sales and distribution of their first to market sports drink.The executive teamis comprised of former seasoned Coca-Cola,PepsiCo and Dr.Pepper executives that have over 120 years of combined experience inthe beverage industry.Previous clients include:Coca-Cola,Bolthouse Farms,Cinnab
306、on,Nestle Waters,Honest,Celsius and others.The Company will launch its products in a series of region expansions,as shown in the figure below.182025/5/8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/elite_s1a.htm34/115Table of Contents Figure 1:Map of Roll Out S
307、trategy Corporate Information Elite Performance Holding Corp3301 NE 1st Ave Suite M704Miami,FL 33137(844)426-2958https:/ 192025/5/8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/elite_s1a.htm35/115Table of Contents Results of Operations-For the Year Ended Decemb
308、er 31,2024 Compared the Year Ended December 31,2023 Revenues The Companys revenues for the year ended December 31,2024 were$681 compared to$42,569 for the year ended December 31,2023.This decrease of approximately$42,000 is mostly attributed to production delays to manufacture more product.Cost of G
309、oods Sold The Companys cost of goods sold for the year ended December 31,2024 were$36,321 compared to$155,804 for the year endedDecember 31,2023.This decrease of approximately$120,000 is mostly attributed to the inventory write-down totalingapproximately$111,000 due to expired product in addition to
310、 not being able to run production run in 2023.Gross Loss Gross loss for the year ended December 31,2024 was$35,640 compared to$113,235 for the year ended December 31,2023.Thisdecrease in gross loss is primarily due to less revenues.Our gross loss could vary from period to period and is affected by a
311、 number of factors,including product mix,productionefficiencies,component availability and costs,pricing,competition,customer requirements and unanticipated restructuring orinventory charges and potential scrap of materials.Legal and Accounting Expense For the year ended December 31,2024,legal and a
312、ccounting expenses were$263,854 compared to$228,886 for the year endedDecember 31,2023,an increase of$34,968.This increase was due to an increase in accounting and legal filings.Advertising Expense For the year ended December 31,2024,advertising expenses were$33,168 compared to$65,169 for the year e
313、nded December 31,2023,a decrease of$32,001.This decrease was due to a decrease in product marketing expense.General and Administrative Expenses For the year ended December 31,2024,general and administrative expenses were$397,583 compared to$472,266 for the yearended December 31,2023,a decrease of$74
314、,683.This decrease was due to a less operations.Consulting expense For the year ended December 31,2024,consulting expenses were$1,444,838 compared to$432,224 for the year ended December31,2023,an increase of$1,012,614.This increase was due to consultants working on S-1.Interest Expense For the year
315、ended December 31,2024,interest expenses were$229,448 compared to$148,662 for the year ended December 31,2023,an increase of$80,786.This increase was due to an increase in notes payable.Our net loss for the year ended December 31,2024,was$2,393,586 compared to$1,447,769 for the year ended December 3
316、1,2023,an increase of$945,817.This increase was due primarily from consulting fees.202025/5/8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/elite_s1a.htm36/115Table of Contents Liquidity and Capital Resources The following table summarizes total current assets,l
317、iabilities and working capital at December 31,2024,compared to December31,2023.December31,2024 December31,2023 Current Assets$14,069$30,854 Current Liabilities$2,718,734$2,964,683 Working Capital$(2,704,665)$(2,933,829)Our working capital deficit was$(2,704,665)as compared to a working capital defic
318、it of$(2,933,829)at December 31,2023.Thisdecrease is primarily attributed to decreased accounts payable and accrued expenses related party at December 31,2024 ascompared to December 31,2023.During the year ended December 31,2024,the Company had a net decrease in cash of$52.The Companys principal sou
319、rces anduses of funds were as follows:Cash used in operating activities.For the year ended December 31,2024,the Company used$(704,591)in cash used in operatingactivities as compared to$(473,641)in cash used in operating activities for the year ended December 31,2023.This increase wasmainly attribute
320、d to an increase in the net loss,a decrease in inventory and an increase in accounts payable and accrued expenses related party.Cash provided financing activities.For the year ended December 31,2024 the Company provided$704,539 in financing activitiesas compared to$464,700 in financing activities fo
321、r the year ended December 31,2023.This increase is primarily the result of anincrease from proceeds from convertible debt$717,059 in 2024 compared to$330,000 in 2023.Our indebtedness is comprised of various convertible debt and advances from a stockholder/officer intended to provide capital forthe o
322、ngoing manufacturing of our beverage line,in advance of receipt of the payment from our retail distributors.Going Concern Our consolidated financial statements for the year ended December 31,2024,have been prepared on a going concern basis andNote 2 to the financial statements identifies issues that
323、 raise substantial doubt about our ability to continue as a going concern.Ourconsolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Recently Issued Accounting Pronouncements Segment reporting policy In November 2023,the FASB issued Acc
324、ounting Standards Update 2023-07 Segment Reporting(Topic ASC 280)Improvementsto Reportable Segment Disclosures.The ASU improves reportable segment disclosure requirements,primarily through enhanceddisclosure about significant segment expenses.The enhancements under this update require disclosure of
325、significant segmentexpenses that are regularly provided to the Chief Operating Decision Maker(“CODM”)and included within each reported measureof segment profit or loss,require disclosure of other segment items by reportable segment and a description of the compositionof other segment items,require a
326、nnual disclosures under ASC 280 to be provided in interim periods,clarify use of more than onemeasure of segment profit or loss by the CODM,require that the title of the CODM be disclosed with an explanation of how theCODM uses the reported measures of segment profit or loss to make decisions,and re
327、quire that entities with a single reportablesegment provide all disclosures required by this update and required under ASC 280.The Company adopted ASU 2023-07 for theannual period ending December 31,2024.Single Reportable Segment Disclosure(a)Description of the Reportable Segment and Sources of Reve
328、nue The Companys Chief Executive Officer serves as the Chief Operating Decision Maker(“CODM”)and evaluates the financialperformance of the business and makes resource allocation decisions on a consolidated basis.As a result,the Company operates asa single reportable segment under ASC 280,Segment Rep
329、orting,defined by the CODM as focused on the development,marketing,and sale of innovative and proprietary nutritional and dietary fitness enhancement products.These products are primarily positionedin the sports performance,hydration and functional beverage and nutritional supplement markets.2025/5/
330、8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/elite_s1a.htm37/115 Revenue is primarily generated from the sale of its first-to-market functional sports beverage,branded as B.Y.L.T.(Beyond YourLimit Training),along with other related fitness and performance nut
331、ritional products.(b)Measure of Segment Profit or Loss and Assets The accounting policies applied in determining the segment profit or loss are consistent with those disclosed in the Companyssummary of significant accounting policies.The Chief Operating Decision Maker evaluates financial performance
332、 and allocates resources based on consolidated revenue andoperating profit.The measure of segment assets is consistent with the Companys total consolidated assets as presented in thebalance sheet.212025/5/8 17:00elite_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/1753681/000147793225003176/elite_s1a
333、.htm38/115Table of Contents(c)How the CODM Uses the Measure of Segment Profit or Loss The CODM,identified as the Companys Chief Executive Officer,evaluates segment profit or loss primarily based on consolidatedoperating profit,which includes revenues and significant operating expenses directly attributable to the segment.This measure isused to:Assess operational performance Make decisions regardin
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