NOTE 6 - COMMON STOCK AND COMMON STOCK WARRANTS

Common Stock

The Company had authorized a total of 400,000,000 shares of Common Stock, par value of $0.0001 as of December 31, 2017 for Elite Beverage International. However, Elite Performance Holding Corp. is now the successor company and as of December 31, 2022 there are 465,000,000 (Four Hundred Sixty-Five Million) shares authorized, par value of $0.0001, respectively.

On February 2, 2018, Elite Performance Holding Corp., owned and controlled by Firestone and McKenzie, acquired Elite Beverage International through a 1:2 common share exchange as follows: 50,000,000 common shares of Elite Performance Holding, Corp., in exchange for 100,000,000 common shares of Elite Beverage International, Inc. 

Shares Registered in the S-1 Registration Statement

As of December 31, 2022, the Company has raised $1,250,000 (2,500,000 shares issued) through a registered offering for $1,250,000 which was registered with the SEC through an S1 registration statement which went effective on April 23, 2019.

Restricted Shares issued

For the year ended December 31, 2025, the Company issued 5,000,000 shares in the amount of $500,000 for the conversion of accounts payable. These shares were previously recorded as shares to be issued.

For the year ended December 31, 2025, the Company issued 689,920 shares for the conversion of a convertible note payable made within the terms of the agreement. These shares were previously recorded as shares to be issued.

For the year ended December 31, 2025, the Company issued 400,000 shares in the amount of $40,000 valued at $0.10 per share for consulting services. In addition, the Company recorded $20,000 for services as shares to be issued.

For the year ended December 31, 2025, the Company recorded 4,060,000 shares to be issued at $0.10 per share for conversion of accounts payable valued at $472,000. The Company recorded $406,000 for the value of the shares and $66,000 as other income.

For the year ended December 31, 2025, the Company recorded 1,600,000 shares to be issued at $0.25 per share for conversion of convertible notes payable valued at $400,000.

For the year ended December 31, 2025, the Company retired 2,432,300 shares issued for services.

As of December 31, 2025, the Company had 124,296,460 common shares outstanding.

For the year ended December 31, 2024, the Company issued 10,592,570 shares in the amount of $1,059,257 valued at $0.10 per share for consulting services.

For the year ended December 31, 2024, the Company issued 2,995,720 shares in the amount of $774,267 for the conversion of principal and accrued interest of convertible notes payable made within the terms of the agreement and no gain or loss results from it.

For the year ended December 31, 2024, the Company issued 1,603,000 shares in the amount of $163,000 for conversion of accounts payable and 5,000,000 shares to be issued in the amount of $500,000.

For the year ended December 31, 2024, the Company issued 50,000 common shares in the amount of $5,000 as debt issuance cost.

For the year ended December 31, 2024, the Company retired 25,000,000 founder shares.

As of December 31, 2024, the Company had 120,638,840 common shares outstanding.

Common Stock Warrants

On March 28, 2025, the Company issued 100,000 five year warrants exercisable at $2.00 valued at $6,665 as part of a convertible note issued. The Company used a Black-Scholes option pricing model with the following assumptions: stock price of $0.10 per share, volatility of 328.93%, expected term of 5 years, and a risk free interest rate of 4.09%.

On March 28, 2025, the Company issued 50,000 five year warrants exercisable at $2.00 valued at $3,332 as part of a convertible note issued. The Company used a Black-Scholes option pricing model with the following assumptions: stock price of $0.10 per share, volatility of 328.93%, expected term of 5 years, and a risk free interest rate of 4.09%.

On May 20, 2025, the Company issued 500,000 five year warrants exercisable at $2.00 valued at $33,327 as part of a convertible note issued. The Company used a Black-Scholes option pricing model with the following assumptions: stock price of $0.10 per share, volatility of 329.40%, expected term of 5 years, and a risk free interest rate of 4.07%.

On March 18, 2024, the Company issued 800,000 five year warrants exercisable at $2.00 valued at $77,623 for consulting services. The Company used a Black-Scholes option pricing model with the following assumptions: stock price of $0.10 per share, volatility of 236%, expected term of 5 years, and a risk free interest rate of 4.34%.

On May 6, 2024, the Company issued 160,000 five year warrants exercisable at $2.00 valued at $15,884 for consulting services. The Company used a Black-Scholes option pricing model with the following assumptions: stock price of $0.10 per share, volatility of 276%, expected term of 5 years, and a risk free interest rate of 4.50%.

On August 20, 2024, the Company issued 100,000 five year warrants exercisable at $2.00 valued at $9,991 as part of a convertible note issued. The Company used a Black-Scholes option pricing model with the following assumptions: stock price of $0.10 per share, volatility of 329%, expected term of 5 years, and a risk free interest rate of 3.69%.

Transactions involving the Company’s warrant issuances are summarized as follows:

The following table summarizes warrants outstanding as of December 31, 2025: