10-Q/A - LIMX - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM

10-Q/A

(AMENDMENTNO. 1)

(Mark One)

☒

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

March 31, 2023

☐

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For

the transition period from __________ to ___________

Commission

file number: 000-56453

LIMITLESS

X HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware	81-1034163
(State<br> of Incorporation)	(IRS<br> Employer ID Number)

9777 Wilshire Blvd., #400, Beverly Hills, CA 90212

(Address of Principal Executive Offices)

(855) 413-7030

(Registrant’s Telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.

Yes	☒	No	☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 for Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes	☒	No	☐

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

Large<br> accelerated filer	☐	Accelerated<br> filer	☐
Non-accelerated<br> filer	☒	Smaller<br> reporting company	☒
		Emerging<br> growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes	☐	No	☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As

of May 15, 2023, there were 3,977,497 shares of the registrant’s common stock, $0.0001 par value, issued and outstanding.

EXPLANATORY

NOTE

This Amendment No. 1 to the Quarterly Report on Form 10-Q of Limitless X Holdings, Inc. (the “Company”) for the quarter ended March 31, 2023, originally filed with the Securities and Exchange Commission (“SEC”) on May 20, 2024 (the “Original Filing”), is being filed to amend and/or update: (i) Part I, Item 1. Financial Statements (ii) Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This Amendment does not reflect events occurring after the Original Filing date and does not modify or update the disclosures therein, except as specifically noted above. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC.

TABLE

OF CONTENTS

		Page
	PART 1 – FINANCIAL INFORMATION
Item<br> 1.	Financial Statements	3
	Unaudited Condensed Consolidated Balance Sheets (Restated)	3
	Unaudited Condensed Consolidated Statements of Operations (Restated)	4
	Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Deficit (Restated)	5
	Unaudited Condensed Consolidated Statements of Cash Flows (Restated)	6
	Notes to the Unaudited Condensed Consolidated Financial Statements	7
Item<br> 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item<br> 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item<br> 4.	Controls and Procedures	29
	PART II - OTHER INFORMATION
Item<br> 1.	Legal Proceedings	30
Item<br> 1A.	Risk Factors	30
Item<br> 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item<br> 3.	Defaults Upon Senior Securities	30
Item<br> 4.	Mine Safety Disclosures	30
Item<br> 5.	Other Information	30
Item<br> 6.	Exhibits	30
	Signatures	31

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LIMITLESS

X HOLDINGS INC.

PART

I – FINANCIAL INFORMATION

Item1. Financial Statements

LIMITLESS

X HOLDINGS INC.

UNAUDITED

CONDENSED CONSOLIDATED BALANCE SHEETS


			December 31,
			2022
ASSETS
Current Assets:
Cash	108,037		$	5,802,216
Accounts receivables, net	1,542,103			417,605
Holdback receivables	594,385			-
Inventories	555,019			909,309
Prepaid expenses	95,240			-
Net assets held for sale	39,768			41,107
Total current assets	2,934,552			7,170,237
Non-Current Assets:
Property and equipment, net	32,759			32,256
Other assets	10,985			78,965
Operating lease right-of-use asset	57,110			91,032
Total non-current assets	100,854			202,253
Total assets	3,035,406		$	7,372,490
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	4,308,622			7,639,915
Accrued interest	568,936			344,475
Royalty payable	1,399,031			1,114,403
Refunds and chargeback payable	2,068,809			332,218
Note payable	35,000			35,000
Convertible note payables	9,675,000			9,175,000
Notes payable to shareholder	4,462,028			4,462,028
Notes payable to related parties	1,247,011			1,247,011
Notes payable	1,247,011			1,247,011
Current portion of operating lease liabilities	57,838			92,195
Net liabilities held for sale	-			32,851
Total current liabilities	23,822,275			24,475,096
Total liabilities	23,822,275			24,475,096
Commitments and contingencies	-			-
Stockholders’ deficit
Preferred Stock A - 0.0001 par value; 30,000,000 authorized shares; 500,000 shares issued and outstanding	50			50
Common Stock- 0.0001 par value; 300,000,000 authorized shares; 3,977,497 shares<br> and 3,929,834 shares issued and outstanding, respectively	394			394
Common stock issuable, 47,663 and 47,663 shares, respectively	693,311			693,311
Additional paid-in-capital	2,966,162			2,966,162
Accumulated deficit	(24,446,786	)		(20,762,523	)
Total stockholders’ deficit	(20,786,869	)		(17,102,606	)
Total liabilities and stockholders’ deficit	3,035,406		$	7,372,490

All values are in US Dollars.

The

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

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LIMITLESS

X HOLDINGS INC.

UNAUDITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	2023			2022
	Three Months Ended March 31,
	(As Restated)
	2023			2022
Net Revenue
Product sales		6,563,037			8,320,056
Rentals		15,000			-
Total net revenue		6,578,037			8,320,056
Cost of Revenue
Cost of revenue		2,637,768			2,177,953
Total cost of sales		2,637,768			2,177,953
Gross profit		3,940,269			6,142,103
Operating expenses:
General and administrative		603,475			393,245
Advertising and marketing		4,889,508			5,243,678
Professional fees		538,608			44,500
Salaries and compensation		1,335,927			70,422
Total operating expenses		7,367,518			5,751,845
Loss from operations		(3,427,249	)		390,258
Other income (expense)
Interest expense		(225,627	)		-
Other expense		(30,000	)		-
Total other income (expense), net		(255,627	)		-
Net loss from continuing operations		(3,682,876	)		390,258
Loss from discontinued operations		(1,339	)		-
Loss before income tax provision		(3,684,215	)		390,258
Income tax provision		48			81,954
Net loss	$	(3,684,263	)	$	308,304
Earnings (Loss) Per Share:
Net loss per common share - basic and diluted - continued	$	(0.94	)	$	0.19
Net loss per common share - basic and diluted - discontinued	$	(0.00	)	$	-
Total	$	(0.94	)	$	0.19
Weighted average number of common shares		3,929,834			1,621,112

The

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

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LIMITLESS

X HOLDINGS INC.

UNAUDITED

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

	Shares		Amount		Shares		Amount		Shares		Amount		Capital		deficit			Equity (Deficit)
									Common Stock				Additional					Total
	Preferred Stock A				Common Stock				Issuable				Paid-In		Accumulated			Stockholder’s
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		deficit			Equity (Deficit)
Balance at December 31, 2022 (restated)		500,000	$	50		3,929,834	$	394		47,663	$	693,311	$	2,966,162	$	(20,762,523	)	$	(17,102,606	)
Net loss		-		-		-		-		-		-		-		(3,684,263	)		(3,684,263	)
Balance at March 31, 2023 (unaudited) (restated)		500,000	$	50		3,929,834	$	394		47,663	$	693,311	$	2,966,162	$	(24,446,786	)	$	(20,786,869	)
									Common Stock				Additional					Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Preferred Stock A				Common Stock				Issuable				Paid-In		Accumulated			Stockholder’s
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		deficit			Equity
Balance at December 31, 2021 (restated)		500,000	$	50		3,136,033	$	314		397,000	$	40	$	1,814,392	$	(1,870,482	)	$	(55,686	)
Balance		500,000	$	50		3,136,033	$	314		397,000	$	40	$	1,814,392	$	(1,870,482	)	$	(55,686	)
Recapitalization		-		-		360,117		36		-		-		33,992		-			34,028
Net loss		-		-		-		-		-		-		-		308,304			308,304
Balance at March 31, 2022 (unaudited)		500,000	$	50		3,496,150	$	350		397,000	$	40	$	1,848,384	$	(1,562,178	)	$	286,646
Balance		500,000	$	50		3,496,150	$	350		397,000	$	40	$	1,848,384	$	(1,562,178	)	$	286,646

The

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

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LIMITLESS

X HOLDINGS INC.

UNAUDITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	2023			2022
	Three Months Ended March 31,
	(As Restated)
	2023			2022
Cash flows from operating activities:
Net loss	$	(3,682,924	)	$	308,304
Income (loss) from discontinued operations		(1,339	)		-
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation		1,101			-
Changes in assets and liabilities:
Accounts receivables and holdback receivables, net		(1,718,883	)		(1,816,697	)
Inventories		354,290			127,240
Prepaid expenses		(95,240	)		-
Other assets		67,980			-
Accounts payable and accrued expenses		(3,107,267	)		941,376
Royalty payable		284,628			-
Refunds and chargeback payable		1,736,591			556,600
Net cash used in operating activities from continuing operations		(6,161,063	)		116,823
Net cash provided by operating activities from discontinued operations		(31,512	)		-
Net cash used in operating activities		(6,192,575	)		116,823
Cash flows from investing activities:
Purchases of equipment		(1,604	)		-
Net cash used in financing activities		(1,604	)		-
Cash flows from financing activities:
Proceeds from convertible debt		500,000			-
Proceeds from borrowings from shareholder		-			150,000
Net cash provided by financing activities		500,000			150,000
Net increase(decrease) in cash		(5,694,179	)		266,823
Cash – beginning of period		5,802,216			78,856
Cash – end of period	$	108,037		$	345,679
Supplemental disclosures of cash flow information
Cash paid during the periods for:
Interest	$	1,167		$	-
Income taxes	$	-		$	-

The

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

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LIMITLESS

X HOLDINGS INC.

NOTES

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note1 – Organization and History

On

May 11, 2022, Bio Lab Naturals, Inc., a Delaware corporation (“Bio Lab”), entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Limitless X, Inc., a Nevada corporation (“LimitlessX”), and its 11 shareholders (the “LimitlessX Acquisition”). The parties completed and closed the LimitlessX Acquisition on May 20, 2022 by issuing an aggregate of 3,233,334 shares of common stock of Bio Lab to the LimitlessX shareholders (the “Acquisition Closing”). According to the terms of the Share Exchange Agreement, Bio Lab then issued an additional 300,000 shares of common stock to the LimitlessX shareholders pro rata to their interests approximately six months from the Acquisition Closing as part of the LimitlessX Acquisition. Concurrently with the LimitlessX Acquisition, Jaspreet Mathur, the founder and principal shareholder of LimitlessX, also purchased from Helion Holdings LLC, 500,000 shares of Bio Lab’s Class A Preferred Convertible Stock, which at all times have a number of votes equal to 60% of all of the issued and outstanding shares of common stock of Bio Lab.

On June 10, 2022, Bio Lab changed its name to Limitless X Holdings Inc. (“Limitless”).

The LimitlessX Acquisition was accounted for as a “reverse merger” following the completion of the transaction. For accounting purposes, LimitlessX was deemed to be the accounting acquirer in the transaction and, consequently, the transaction was treated as a recapitalization of Bio Lab. Accordingly, LimitlessX’s assets, liabilities, and results of operations became the historical financial statements of the registrant. No step-up in basis or intangible assets or goodwill was recorded in this transaction.

The Company (as defined below) is a lifestyle brand, focused in the health and wellness industry. The Company provides nutritional supplements, wellness studies, interactive training videos, and marketing products. The Company’s mission is to provide businesses within its industry a turnkey solution to sell products both online and in retail stores. The Company also provides its own products and wellness videos suitable for a wide range of ages and fitness. Company teams include sales, marketing, user interface design (UI), user experience design (UX), fulfillment, customer support, labeling, product manufacturing, consulting, retailing, and payment processing, among others.

The Company currently offers products online only, but anticipates expanding to brick-and-motor retail stores and the wholesale marketplace in the future. The Company has manufacturing and distribution licensing agreements to market, manufacture, sell, and distribute branded products on behalf of its clients. The Company orders products from third party partner manufacturers that make the products according to the Company’s custom formulations, and brands them using the Company’s licensed trademarks. Products are then marketed and sold direct to consumers online. Orders are fulfilled and shipped directly from the Company’s licensors. The Company plans to offer global marketing services across all areas of the sales process, including market research, brand and product development, and digital advertising operating as an integrated marketing agency.

The Company operates in the following product and service sectors: (i) health products and (ii) digital marketing services. The health products sector includes the sales of health products in three primary vertical markets: (1) health & wellness; (2) beauty & skincare; and (3) the vapor industry. The digital marketing service sector includes digital marketing; digital and print design; social media marketing; and direct-to-consumer marketing.

Note2 – Summary of Significant Accounting Policies

Principlesof Consolidation and Reporting

The accompanying consolidated financial statements include the accounts of Limitless X Holdings Inc. (a holding company) and its wholly owned operating subsidiaries: Limitless X, Inc.; Vybe Lab Inc.; and Prime Time Live, Inc. (collectively, the “Company”). All intercompany balances have been eliminated during consolidation.

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Useof Estimates in the Preparation of Consolidated Financial Statements

The preparation of consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cashand Cash Equivalents

The Company considers all liquid investments purchased with an initial maturity of three months or less to be cash equivalents. Cash and cash equivalents include demand deposits carried at cost which approximates fair value. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”).

Concentrationof Credit Risk

The Company offers its services to a small number of clients. The risk of non-payment by these clients is considered minimal and the Company does not generally obtain collateral for sales. The Company continually monitors the credit standing of its clients.

AccountsReceivable, net

Accounts receivable, net consists primarily of trade receivables, net of allowances for doubtful accounts. The Company sells its products for cash or on credit terms, which are established in accordance with local and industry practices and typically require payment within 30 days of delivery. The Company estimates its allowance for doubtful accounts and the related expected credit loss based upon the Company’s historical credit loss experience, adjusted for asset-specific risk characteristics, current economic conditions, and reasonable forecasts. Accounts receivables are written off when determined to be uncollectible.

HoldbackReceivables

The Company primarily sells its products online using various third party sales affiliates. These affiliates (online marketing campaign companies) are paid certain commission based on their ability to provide the Company’s products through online sales. All payments are processed through various gateways and are settled through the Company’s payment gateway settler. The Company payment gateway settler is not responsible for settlements that are not paid due to processing bank failure. The Company holds responsibility for all the risk in all transactions and processing systems. The payment gateway settler charges a reserve fee to mitigate the risk on their end for any loss of funds or damages.

Distributions of the holdback receivables from the third-party payment gateway settler are based on several criteria, such as return and chargeback history, associated risk for the specific business vertical, average transaction amount, and so on. In order to mitigate processing risks, there are policies regarding reserve requirements and payment in arrears in place.

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Inventories,net

Inventories are valued at the lower of cost or net realizable value on a first-in, first-out basis, adjusted for the value of inventory that is determined to be excess, obsolete, expired, or unsaleable. Inventories primarily consisted of finished goods.

Advertisingand Marketing

Advertising

and marketing costs are charged to expense as incurred. Advertising and marketing costs were approximately $4,889,508 and $5,243,678 for the three months ended March 31, 2023 and 2022, respectively, and are included in operating expenses in the accompanying statement of income.

Equipment

Equipment is recorded at cost and consists of screen video and related equipment. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation of equipment is over the estimated useful life of five to ten years using the straight-line method for consolidated financial statement purposes.

Schedule of Equipment

	March 31, 2023			December 31, 2022
Machinery and equipment	$	39,067		$	37,463
Total		39,067			37,463
Less: accumulated depreciation		(6,308	)		(5,207	)
Total equipment, net	$	32,759		$	32,256

Depreciation

expense for the three months ended March 31, 2023 and 2022 was $1,101 and $0, respectively.

RevenueRecognition

ProductSales

The Company recognizes revenue when performance obligations under the terms of a contract with its customer are satisfied. The Company has determined that fulfilling and delivering products is a single performance obligation. Revenue is recognized at the point in time when the Company has satisfied its performance obligation and the customer has obtained control of the products or when the service is fully. This generally occurs when the product is delivered to or picked up by the customer based on applicable shipping terms, which is typically within 15 days. Revenue is measured as the amount of consideration expected to be received in exchange for fulfilled product orders,

While customers generally have a right to return defective or non-conforming products, past experience has demonstrated that product returns have been immaterial. Customer remedies for defective or non-conforming products may include a refund or exchange. As a result, the right of return is estimated and recorded as a reduction in revenue at the time of sale, if necessary.

The Company’s customer contracts identify product quantity, price, and payment terms. Payment terms are granted consistent with industry standards. Although some payment terms may be extended, the majority of the Company’s payment terms are less than 30 days. As a result, revenue is not adjusted for the effects of a significant financing component. Amounts billed and due from customers are classified as Accounts Receivables on the Balance Sheet.

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The Company utilizes third-party contract manufacturers for the manufacture of its products. The Company has evaluated whether it is the principal or agent in these relationships. The Company has determined that it is the principal in all cases as it retains the responsibility for fulfillment and risk of loss, as well as for establishing the price.

In accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, the Company has elected the practical expedient to expense the incremental costs to obtain a contract, because the amortization period would be less than one year, and the practical expedient for shipping and handling costs. Shipping and handling costs incurred to deliver products to customers are accounted for as fulfillment activities, rather than a promised service, and as such are included in Cost of Goods Sold in the Statements of Operations.

ServiceRevenue

Service revenue consists of digital marketing revenue.

Revenue related to digital marketing is recognized over time as services are provided to the customer. The Company sells digital marketing, digital and print design, social media marketing, and direct-to-consumer marketing and thus uses standalone selling prices as the basis for revenue. Payment for digital marketing services is typically received at the point when control transfers to the customer or in accordance with payment terms customary to the business. There was no deferred revenue related to services revenue as of March 31, 2023 and December 31, 2022.

Costof Sales

Cost of sales includes the cost of inventory sold during the period, as well as, commission fees, returns, chargebacks, distribution, and, shipping and handling costs. The amount shown is net of various rebates from third-party vendors in the form of payments.

RefundsPayable

If

customers are not satisfied for any reason, they may request a full refund, processed to the original form of payment, within 30 days from the order date. If the order has already been shipped, the Company charges a 20% restocking fee. The Company’s estimate of the reserve is based upon the Company’s most historical experience of actual customer returns. Additionally, the Company considers other factors in estimating the reserve, such as hiring a new internal team with more resources for the refund process. For the three months ended March 31, 2023, the average rate of return is 29%. For the three months ended March 31, 2023, the Company determined the refund reserve to be $1,433,401 by using the last two weeks of sales of the period of $4,872,861 with the average rate of return of 29% for the three months ended March 31, 2023.

As

of March 31, 2023 and December 31, 2022, refunds payable were $1,433,401 and $213,930, respectively.

ChargebacksPayable

Once

customers successfully dispute chargebacks with the payment processor, the Company returns such funds to the payment processor to return to the customer. For the three months ended March 31, 2023, the average rate of return was 13%. For the three months ended March 31, 2023, the Company determined the chargeback reserve to be $635,408 by using the last two weeks of sales of the period of $4,872,861 with the average rate of chargebacks of 13% for the three months ended March 31, 2023.

As

of March 31, 2023 and December 31, 2022, chargebacks payable were $635,408 and $118,288, respectively.

OtherComprehensive Loss

The Company has no material components of other comprehensive loss and accordingly, net loss is equal to comprehensive loss for the period.

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Debt

Convertibledebt – derivative treatment – When the Company issues debt with a conversion feature, it must first assess whether the conversion feature meets the requirements to be treated as a derivative, as follows: a) one or more underlying terms, typically the price of the Company’s common stock; b) one or more notional amounts or payment provisions or both, generally the number of shares upon conversion; c) no initial net investment, which typically excludes the amount borrowed; and d) net settlement provisions, which in the case of convertible debt generally means the stock received upon conversion can be readily sold for cash. An embedded equity-linked component that meets the definition of a derivative does not have to be separated from the host instrument if the component qualifies for the scope exception for certain contracts involving an issuer’s own equity. The scope exception applies if the contract is both a) indexed to its own stock; and b) classified in shareholders’ equity in its statement of financial position.

If the conversion feature within convertible debt meets the requirements to be treated as a derivative, the Company estimates the fair value of the convertible debt derivative using the Black Scholes method upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The convertible debt derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the Consolidated Statement of Operations. The debt discount is amortized through interest expense over the life of the debt.

If the conversion feature does not qualify for either the derivative treatment, the convertible debt is treated as traditional debt.

IncomeTaxes

The accounting standard on accounting for uncertainty in income taxes addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under that guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

Earnings(Loss) per Share

The

Company calculates earnings per share in accordance with Financial Accounting Standards Board (“FASB”) ASC 260, Earnings Per Share, which requires a dual presentation of basic and diluted earnings per share. Basic earnings per share are computed using the weighted average number of shares outstanding during the fiscal year. 1,336,163 shares of common stock underlying convertible promissory notes during the three months ended March 31, 2023 were not included in the computation of diluted Earnings Per Share for the same period as the inclusion would have been antidilutive, given the Company’s net loss.

EquityBased Payments

The Company accounts for equity-based payment accruals under authoritative guidance as set forth in the Topics of the ASC. The guidance requires all equity-based payments to employees and non-employees, including grants of employee and non-employee stock options and warrants, to be recognized in the consolidated financial statements based at their fair values. The Company applies the provisions of ASC 718, “Compensation

Stock Compensation,” using a modified prospective application, and the Black-Scholes model to value stock options. Under this application, the Company records compensation expense for all awards granted. Compensation costs will be recognized over the period that an employee provides service in exchange for the award. During the three months ended March 31, 2023 and 2022, the Company granted no securities under its 2020 Stock Incentive Plan and 2022 Stock Option Plan.

11

GeneralConcentrations of Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are accounts receivable and other receivables arising from its normal business activities. The Company has a diversified customer base. The Company controls credit risk related to accounts receivable through credit approvals, credit limits, and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable related credit risk exposure beyond such allowance is limited.

The Company purchases merchandise from six suppliers, and the Company’s three largest suppliers accounted for 95% of total purchases in fiscal 2022. A significant portion of the Company’s inventory is manufactured abroad in Asia. Foreign imports subject the Company to the risks of changes in, or the imposition of new, import tariffs, duties or quotas, new restrictions on imports, loss of “most favored nation” status with the United States for a particular foreign country, antidumping or countervailing duty orders, retaliatory actions in response to illegal trade practices, work stoppages, delays in shipment, freight expense increases, product cost increases due to foreign currency fluctuations or revaluations, public health issues that could lead to temporary closures of facilities or shipping ports, such as the recent outbreak of COVID-19, and other economic uncertainties. If a disruption of trade were to occur from the countries in which the suppliers of the Company’s vendors are located, the Company may be unable to obtain sufficient quantities of products to satisfy its requirements, or the cost of obtaining products may increase.

A substantial amount of the Company’s inventory is manufactured abroad. From time to time, shipping ports experience capacity constraints (such as delays associated with COVID-19), labor strikes, work stoppages or other disruptions that may delay the delivery of imported products. A contract dispute may lead to protracted delays in the movement of the Company’s products, which could further delay the delivery of products to the Company’s online stores and impact net sales and profitability. In addition, other conditions outside of the Company’s control, such as adverse weather conditions or acts of terrorism or war, such as the current conflict in Ukraine, could significantly disrupt operations at shipping ports or otherwise impact transportation of the imported merchandise the Company sells, either through supply chain disruptions or rising freight and fuel costs.

OperatingLease

In accordance with ASC 842, Leases, the Company determines whether an arrangement contains a lease at inception. A lease is a contract that provides the right to control an identified asset for a period of time in exchange for consideration. For identified leases, the Company determines whether it should be classified as an operating or finance lease. Operating leases are recorded in the balance sheet as: right-of-use asset (“ROU asset”) and operating lease liability. ROU asset represents the Company’s right to use an underlying asset for the lease term and lease liability represents the Company’s obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at the commencement date of the lease and measured based on the present value of lease payments over the lease term. The ROU asset also includes deferred rent liabilities. The Company’s lease arrangements generally do not provide an implicit interest rate. As a result, in such situations the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option in the measurement of its ROU asset and liability. Lease expense for the operating lease is recognized on a straight-line basis over the lease term. The Company has a lease agreement with lease and non-lease components, which are accounted for as a single lease component.

RecentAccounting Pronouncements

In December 2019, FASB issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which amends existing guidance related to the accounting for income taxes. This ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the consistent application of GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance. This ASU is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the effects adoption of this guidance will have on the financial statements and does not expect that the adoption of this ASU will be material to its financial statements.

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Note3 – Restatement

The Company filed amended Form 10-K/A for the years ended December 31, 2023 and 2022, filed on December 3, 2024. The restatement adjustments for the year ended December 31, 2022 and 2023 had impact as of March 31, 2023 and for the three months ended March 31, 2023.

A reconciliation from the amounts previously reported for the affected periods to the restated amounts in the restated consolidated financial statements is provided for the impacted financial statement line items below for the consolidated balance sheet as of March 31, 2023 and for the three months ended March 31, 2023. The amounts labeled “Restatement” represent the effects of the restatement adjustments.

Ref	Description of Restatement
(a)	An<br> adjustment was made to reclass Vybe, Inc. assets to net assets held for sale.
(b)	An<br> adjustment was made to adjust beginning accounts receivables written off in the prior period. The adjustment was credit accounts<br> receivables and debit retained earnings.
(c)	An<br> adjustment was made to adjust beginning balance of holdback receivables written off in the prior period. The adjustment was credit<br> holdback receivables and debit retained earnings.
(d)	An<br> adjustment was made to adjust beginning balance of inventories written off in the prior period. The adjustment was credit inventories<br> and debit retained earnings.
(e)	An<br> adjustment was made to adjust beginning balance of inventories written off in the prior period. The adjustment was credit inventories<br> and debit retained earnings.
(f)	An<br> adjustment was made to reclass from non-current assets to current assets.
(g)	An<br> adjustment was made to adjust beginning balance of accrued salaries recorded in the prior period. The amount was outstanding as of<br> March 31, 2023. The adjustment was credit accrued salaries and debit retained earnings.
(h)	An<br> adjustment was made to record common stock issuable carried from prior year adjustment which was not issued and outstanding as of<br> March 31, 2023.
(i)	An<br> adjustment was made to record prior period adjustment impacting beginning retained earnings.
(j)	Current<br> period net restatement adjustment from loss from operations.
(k)	An<br> adjustment was made to reclass certain operating expenses to cost of revenue.
(l)	An<br> adjustment was made to reclass expenses from discontinued operations from Vybe, Inc. to loss from discontinued operations.
(m)	An<br> adjustment was made to reverse bad debt expense that was recorded in the prior year as a prior period adjustment. The adjustment<br> was debit retained earnings and credit bad debt expense.
(n)	An<br> adjustment was made to reverse advertising expense recorded in the prior year as a prior period adjustment. The adjustment was debit<br> retained earnings and credit advertising expense.
(o)	An<br> adjustment was made to reclass prepaid and other assets.
(p)	To<br> reclass and netted advertising expense against service revenue.
(q)	To<br> adjust for Vybe, Inc. cash recorded as discontinued operations.

The changes in our consolidated financial statements are summarized below.

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Limitless

X Holdings, Inc.

Consolidated

Balance Sheets

March

31, 2023

Schedule of Condensed Financial Statements

	Previously							As
	As of March 31, 2023
	Previously							As
	Reported			Restatement				Restated
ASSETS
Current Assets:
Cash	$	147,805		$	(39,768	)	(a)	$	108,037
Accounts receivables, net		1,787,837			(245,734	)	(b)		1,542,103
Holdback receivables		1,638,376			(1,043,991	)	(c)		594,385
Inventories		3,500,440			(855,276	)	(d)		555,019
					(2,090,145	)	(e)
Prepaid expenses		-			95,240		(f)		95,240
Net assets held for sale		-			39,768		(a)		39,768
Total current assets		7,074,458			(4,139,906	)			2,934,552
Non-Current Assets:
Property and equipment, net		32,759			-				32,759
Other assets		106,225			(95,240	)	(f)		10,985
Operating lease right-of-use asset		57,110			-				57,110
Total non-current assets		196,094			(95,240	)			100,854
Total assets	$	7,270,552		$	(4,235,146	)		$	3,035,406
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses		3,601,720			706,902		(g)		4,308,622
Accrued interest		568,936			-				568,936
Royalty payable		1,399,031			-				1,399,031
Refunds and chargeback payable		2,068,809			-				2,068,809
Note payable		35,000			-				35,000
Convertible note payables		9,675,000			-				9,675,000
Notes payable to shareholder		4,462,028			-				4,462,028
Notes payable to related parties		1,247,011			-				1,247,011
Notes payable		1,247,011			-				1,247,011
Current portion of operating lease liabilities		57,838			-				57,838
Total current liabilities		23,115,373			706,902				23,822,275
Total liabilities		23,115,373			706,902				23,822,275
Commitments and contingencies		-			-				-
Stockholders’ deficit
Preferred Stock A		50			-				50
Common Stock		394			-				394
Common stock issuable		-			693,311		(h)		693,311
Additional paid-in-capital		2,966,162			-				2,966,162
Accumulated deficit		(18,811,427	)		(10,743,181	)	(i)		(24,446,786	)
					5,107,822		(j)
Total stockholders’ deficit		(15,844,821	)		(4,942,048	)			(20,786,869	)
Total liabilities and stockholders’ deficit	$	7,270,552		$	(4,235,146	)		$	3,035,406

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Limitless

X Holdings, Inc.

Consolidated

Statements of Operations

Three

Months Ended March 31, 2023

	Previously							As
	Three Months Ended March 31, 2023
	Previously							As
	Reported			Restatement				Restated
Net Revenue
Product sales	$	6,563,037		$	-			$	6,563,037
Service revenue		291,764			(291,764	)	(p)		-
Rentals		15,000			-				15,000
Total net revenue		6,869,801			(291,764	)			6,578,037
Cost of Revenue
Cost of revenue		1,229,894			1,407,874		(k)		2,637,768
Total cost of sales		1,229,894			1,407,874				2,637,768
Gross profit		5,639,907			(1,699,638	)			3,940,269
Operating expenses:
General and administrative		836,639			(232,374	)	(m)		603,475
					(790	)	(l)
Royalty fees		284,628			(284,628	)	(k)		-
Merchant fees		713,194			(713,194	)	(k)		-
Transaction fees		411,268			(411,268	)	(k)		-
Advertising and marketing		10,055,504			(4,874,232	)	(n)		4,889,508
					(291,764	)	(p)
Professional fees		539,157			(549	)	(l)		538,608
Salaries and compensation		1,335,927			-				1,335,927
Total operating expenses		14,176,317			(6,808,799	)			7,367,518
Loss from operations		(8,536,410	)		5,109,161				(3,427,249	)
Other income (expense)
Interest expense		(225,627	)		-				(225,627	)
Other expense		(30,000	)		-				(30,000	)
Total other income (expense), net		(255,627	)		-				(255,627	)
Net loss from continuing operations		(8,792,037	)		5,109,161				(3,682,876	)
Loss from discontinued operations		-			(1,339	)	(l)		(1,339	)
Loss before income tax provision		(8,792,037	)		5,107,822				(3,684,215	)
Income tax provision		48			-				48
Net loss	$	(8,792,085	)	$	5,107,822			$	(3,684,263	)

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Limitless

X Holdings, Inc.

Consolidated

Statements of Cash Flows

Three

Months Ended March 31, 2023

	Reported			Restatement				Restated
	Three Months Ended March 31, 2023
	Previously							As
	Reported			Restatement				Restated
Cash flows from operating activities:
Net loss	$	(8,792,085	)	$	5,109,161			$	(3,682,924	)
Income (loss) from discontinued operations		-			(1,339	)	(l)		(1,339	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation		1,101			-				1,101
Changes in assets and liabilities:
Accounts receivables and holdback receivables, net		(1,486,509	)		(232,374	)	(m)		(1,718,883	)
Inventories		355,506			(1,216	)	(a)		354,290
Prepaid expenses		-			(95,240	)	(o)		(95,240	)
Other assets		(27,260	)		95,240		(o)		67,980
Accounts payable and accrued expenses		1,734,114			(4,841,381	)	(n)		(3,107,267	)
Royalty payable		284,628			-				284,628
Refunds and chargeback payable		1,736,591			-				1,736,591
Net cash used in operating activities from continuing operations		(6,193,914	)		32,851				(6,161,063	)
Net cash provided by operating activities from discontinued operations		-			(31,512	)	(l)		(31,512	)
Net cash used in operating activities		(6,193,914	)		1,339				(6,192,575	)
Cash flows from investing activities:
Purchases of equipment		(1,604	)		-				(1,604	)
Net cash used in financing activities		(1,604	)		-				(1,604	)
Cash flows from financing activities:
Proceeds from convertible debt		500,000			-				500,000
Net cash provided by financing activities		500,000			-				500,000
Net increase(decrease) in cash		(5,695,518	)		1,339				(5,694,179	)
Cash – beginning of period		5,843,323			(41,107	)	(q)		5,802,216
Cash – end of period	$	147,805		$	(39,768	)		$	108,037

Note4 – Fair Value Measurements

The Company utilizes ASC 820-10, Fair Value Measurement and Disclosure, for valuing financial assets and liabilities measured on a recurring basis. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value:

Level<br> 1.	Observable<br> inputs such as quoted prices in active markets;
Level<br> 2.	Inputs,<br> other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level<br> 3.	Unobservable<br> inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. There were no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. There have been no transfers between levels.

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Note5 – Commitments and Contingencies

Commitments

Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives. The Company’s variable lease payments primarily consist of maintenance and other operating expenses from their real estate leases. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

The Company has lease agreements with lease and non-lease components. The Company has elected to account for these lease and non-lease components as a single lease component.

In accordance with ASC 842, the components of lease expense were as follows:

Schedule of Lease Cost

	For the three months ended
	March 31,
	2023		2022
Operating lease expense	$	34,527	$	34,527
Total lease expense	$	34,527	$	34,527

In accordance with ASC 842, other information related to leases was as follows:

Schedule of Other information Related to Leases

	For the three months ended
	March 31,
	2023		2022
Operating cash flows from operating leases	$	34,963	$	33,945
Cash paid for amounts included in the measurement of lease liabilities	$	34,963	$	33,945
Weighted-average remaining lease term—operating leases	0.4 Years
---	---	---
Weighted-average discount rate—operating leases	3	%

In accordance with ASC 842, maturities of operating lease liabilities as of March 31, 2023 were as follows:

Schedule of Maturities of Operating Lease Liabilities

	Operating
Year ending:	Lease
2023 (remaining nine months)	$	58,272
2024		-
2025		-
2026		-
2027		-
Total undiscounted cash flows	$	58,272
Reconciliation of lease liabilities:
Weighted-average remaining lease terms		0.4<br>Years
Weighted-average discount rate		3	%
Present values	$	57,838
Lease liabilities—current		57,838
Lease liabilities—long-term		-
Lease liabilities—total	$	57,838
Difference between undiscounted and discounted cash flows	$	434

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Contingencies

From time to time, the Company may be involved in certain legal actions and claims arising in the normal course of business. Management is of the opinion that such matters will be resolved without material effect on the Company’s financial condition or results of operations.

Note6 – Debt

Notepayable

March1, 2021 – $35,000

On March 1, 2021, an individual loaned Prime Time Live, Inc. $35,000 in exchange for an unsecured promissory note that included interest at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before March 1, 2022. The maturity date was extended to May 31, 2023. Interest is due and payable on the first day of each month. As of March 31, 2023 and December 31, 2022, the balance was $35,000 and $35,000, respectively.

Convertiblenote payables

Schedule of Convertible Note Payables

		December 31,
		2022
August 3, 2022 (5,000,000)	5,000,000	$	5,000,000
August 3, 2022 (1,000,000)	1,000,000		1,000,000
August 22, 2022 (500,000)	500,000		500,000
September 22, 2022 (250,000)	250,000		250,000
September 25, 2022 (600,000)	600,000		600,000
September 25, 2022 (600,000)	600,000		600,000
September 29, 2022 (50,000)	50,000		50,000
September 29, 2022 (500,000)	500,000		500,000
October 10, 2022 (500,000)	500,000		500,000
October 13, 2022 (750,000)	75,000		75,000
October 13, 2022 (50,000)	50,000		50,000
October 14, 2022 (50,000)	50,000		50,000
January 4, 2023 (500,000)	500,000		-
Total convertible note payables (current)	9,675,000	$	9,175,000

All values are in US Dollars.

From

August 3, 2022 through November 28, 2022, the Company conducted a convertible note offering for a maximum offering of $15,000,000 and a minimum of $2,000,000 (the “Convertible Note Offering”).

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Pursuant to the terms of the Convertible Note, the principal amount of the Note that may be outstanding from time to time bears interest per annum until paid in full at a rate equal to 6%, compounded annually. The principal and interest of the Note is due and payable to the noteholder on the one-year anniversary of the date of the Note (the “Maturity Date”) unless all principal and interest due under the Note has been converted by the Maturity Date.

The conversion price is equal to $0.25 per share of Common Stock. Any time prior to the Maturity Date, and upon the date of effectiveness of registration of the Notes on a registration statement filed with the Securities and Exchange Commission (the “SEC”), the Note shall automatically convert to shares of common stock of the Company at the Conversion Price (the “Automatic Conversion”); provided however, that in the event that Conversion Shares represent greater than 4.99% of the total Common Shares of the Company (the portion above 4.99% referred to herein as the “Excess Shares”), then the Automatic Conversion shall only apply to such portion of the Note up to 4.99% and not include the Excess Shares. The Notes are convertible at the option of the Noteholder, in holder’s sole discretion, in whole or in part, at any time prior to the Maturity Date or payment in full of the Note, whichever occurs first, all or any portion of principal or interest, into shares of Common Stock of the Company at the Conversion Price.

The Company analyzed the conversion option in the Notes for derivative accounting treatment under ASC Topic 815, “Derivatives and Hedging,” and determined that the instruments do not qualify for derivative accounting.

As

of December 31, 2022, the Company has received $9,175,000 from 12 accredited investors pursuant to the Convertible Note Offering.

As

of March 31, 2023, the Company has received $9,675,000 from 13 accredited investors pursuant to the Convertible Note Offering.

Note7 – Stockholders’ Deficit

PreferredStock

ClassA Convertible Stock

As of March 31, 2023, the Company has authorized

30,000,000

shares of preferred stock. At March 31, 2023 and December 31, 2022, there are a total of

500,000

shares of Class A Convertible shares of preferred stock (“Class A”) issued and outstanding. The Class A shares provide that when voting as a single class, the shares shall have the votes and the voting power at all times of at least 60% of the voting power of the Company. Further, the holders of the Class A shares at their discretion , can convert their one share of Class A into two shares of the Company’s common stock, subject to adjustment. In addition, the holder of the shares of Class A is entitled to a liquidation preference of the Company senior to all other securities of the Company.

CommonStock

As

of March 31, 2023, the Company has 300,000,000 authorized shares of common stock par value $0.0001 per share. At March 31, 2023 and December 31, 2022, there was a total of 3,929,834 shares and 3,929,834 shares issued and outstanding, respectively.

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Note8 – Equity Based Payments

Stock Incentive Plans

Effective

January 15, 2020, the Company adopted its 2020 Stock Option and Award Plan (the “2020 Stock Incentive Plan”). Under the 2020 Stock Incentive Plan, the Board of Directors may grant options or purchase rights to purchase common stock to officers, employees, and other persons who provide services to the Company or any related company. The participants to whom awards are granted, the type of awards granted, the number of shares covered for each award, and the purchase price, conditions and other terms of each award are determined by the Board of Directors, except that the term of the options shall not exceed ten years. A total of 2,222 shares of the Company’s common stock is reserved for the 2020 Stock Incentive Plan. The shares issued for the 2020 Stock Incentive Plan may be either treasury or authorized and unissued shares. During the three months ended March 31, 2023 and 2022, the Company granted no options under the 2020 Stock Incentive Plan. As of March 31, 2023, there have been no shares of common stock granted under the under the 2020 Stock Incentive Plan.

Effective

August 9, 2022, the Company adopted its 2022 Incentive and Nonstatutory Stock Option Plan (the “2022 Stock Option Plan”). Under the 2022 Stock Option Plan, the Board of Directors may grant options to purchase common stock to officers, employees, and other persons who provide services to the Company. A total of 833,333 shares of the Company’s common stock is reserved for the 2022 Stock Option Plan. As of March 31, 2023, there have been no options to purchase shares of common stock granted under the 2022 Stock Option Plan.

Effective

August 9, 2022, the Company adopted its 2022 Restricted Stock Plan (the “2022 Restricted Stock Plan”). Under the 2022 Restricted Stock Plan, the Board of Directors may grant restricted stock to officers, directors, and key employees. A total of 833,333 shares of common stock is reserved for the 2022 Restricted Stock Plan. As of March 31, 2023, there have been no shares of common stock granted under the 2022 Restricted Stock Plan.

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Note9 – Related Party Transactions

ConsultingFees

During

the three months ended March 31, 2023 and 2022, the Company incurred consulting fees in the amount of $7,000 and $0, respectively, to an officer and an officer of one of its affiliates.

RoyaltyPayables

Limitless Performance Inc. (“LPI”), SMILZ INC. (“Smiles”), DIVATRIM INC. (“Divatrim”), and AMAROSE INC. (“Amarose”) are all companies at least 50% owned by a shareholder of the Company.

●	On<br> December 1, 2021, the Company entered into a manufacturing and distributorship license agreement with LPI for the Company to distribute<br> LPI products and for payments to LPI for its product designs and distribution rights. The Company shall pay to LPI from time to time<br> royalty payments equal to 4.00% of gross sales, excluding returns, chargebacks, and other such allowances.
●	On<br> December 1, 2021, the Company entered into a manufacturing and distributorship license agreement with Smiles for the Company to distribute<br> Smiles products and for payments to Smiles for its product designs and distribution rights. The Company shall pay to Smiles from<br> time to time royalty payments equal to 4.00% of gross sales, excluding returns, chargebacks, and other such allowances.
●	On<br> December 1, 2021, the Company entered into a manufacturing and distributorship license agreement with Divatrim for the Company to<br> distribute Divatrim products and for payments to Smiles for its product designs and distribution rights. The Company shall pay to<br> Divatrim from time to time royalty payments equal to 4.00% of gross sales, excluding returns, chargebacks, and other such allowances.
●	On<br> December 1, 2021, the Company entered into a manufacturing and distributorship license agreement with Amarose for the Company to<br> distribute Amarose products and for payments to Smiles for its product designs and distribution rights. The Company shall pay to<br> Amarose from time to time royalty payments equal to 4.00% of gross sales, excluding returns, chargebacks, and other such allowances.

The

Company was required to start paying all earned royalties to LPI, Smiles, Divatrim, and Amarose beginning on June 15, 2022. As of March 31, 2023 and December 31, 2022, the royalty payable is in the amount of $1,399,031 and 1,114,403, respectively.

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Notepayables to shareholder

Schedule of Note Payables to Related Party Transaction

		December 31,
		2022
December 6, 2021 (50,000)	50,000	$	50,000
February 11, 2022 (150,000)	150,000		150,000
May 8, 2022 (550,000)	550,000		550,000
May 16, 2022 (1,100,000)	1,100,000		1,100,000
May 18, 2022 (450,000)	450,000		450,000
June 1, 2022 (500,000)	500,000		500,000
June 30, 2022 (922,028)	922,028		922,028
August 25, 2022 (290,000)	290,000		290,000
November 15, 2022 (450,000)	450,000		450,000
Total loan payables to shareholder (current)	4,462,028	$	4,462,028

All values are in US Dollars.

December6, 2021 – $50,000

On

December 6, 2021, the Company executed loan documents for securing a loan of $50,000

from

a shareholder. As of March 31, 2023 and December 31, 2022, the balance was $50,000

and

$50,000

,

respectively. Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $50,000

,

with proceeds to be used for working capital purposes. Beginning on June 1, 2022, the loan requires a payment of $4,303 per month which includes principal and interest with an interest rate of 6

%.

The total balance of principal and interest of $51,640 is due on May 1, 2023.

February11, 2022 – $150,000

On

February 11, 2022, the Company executed loan documents for securing a loan of $150,000

from a shareholder. As of March 31, 2023 and

December 31, 2022, the balance was $150,000

and $150,000

,

respectively. Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $150,000

,

with proceeds to be used for working capital purposes. Beginning on June 1, 2022, the loan requires a payment of $12,910 per month which includes principal and interest with an interest rate of 6

%.

The total balance of principal and interest of $154,920 is due on May 1, 2023.

May8, 2022 – $550,000

On

May 8, 2022, the Company executed loan documents for securing a loan of $550,000

from a shareholder. As of March 31, 2023 and

December 31, 2022, the balance was $550,000

and $550,000

,

respectively. Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $550,000

,

with proceeds to be used for working capital purposes. Beginning on June 1, 2022, the loan requires a payment of $47,337 per month which includes principal and interest with an interest rate of 6

%.

The total balance of principal and interest of $568,038 is due on May 1, 2023.

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| --- |

May16, 2022 – $1,100,000

On

May 16, 2022, the Company executed loan documents for securing a loan of $1,100,000

from

a shareholder. As of March 31, 2023 and December 31, 2022, the balance was $1,100,000

and

$1,100,000

,

respectively. Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $1,100,000

,

with proceeds to be used for working capital purposes. Interest began accruing at the rate of 8.5 % on June 17, 2022.

May18, 2022 – $450,000

On

May 18, 2022, the Company executed loan documents for securing a loan of $450,000

from

a shareholder. As of March 31, 2023 and December 31, 2022, the balance was $450,000

and

$450,000

,

respectively. Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $450,000

,

with proceeds to be used for working capital purposes. Interest began accruing at the rate of 8.5 % on June 19, 2022.

June1, 2022 – $500,000

On

June 1, 2022, the Company executed loan documents for securing a loan of $500,000

from

a shareholder. As of March 31, 2023 and December 31, 2022, the balance was $500,000

and

$500,000

,

respectively. Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $500,000

,

with proceeds to be used for working capital purposes. Beginning on August 1, 2022, the loan requires a payment of $43,494 per month which includes principal and interest with an interest rate of 8

%.

The total balance of principal and interest of $521,931 is due on July 1, 2023.

June30, 2022 – $922,028

On

June 30, 2022, the Company executed loan documents for securing a loan of $922,028

from

a shareholder. As of March 31, 2023 and December 31, 2022, the balance was $922,028

and

$922,028

,

respectively. Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $922,028

,

with proceeds to be used for working capital purposes. Beginning on August 1, 2022, the loan requires a payment of $80,206 per month which includes principal and interest with an interest rate of 8

%.

The total balance of principal and interest of $962,469 is due on August 1, 2023.

August25, 2022 – $290,000

On

August 25, 2022, the Company executed standard loan documents required for securing a loan of $290,000

from

a shareholder due on demand. As of March 31, 2023 and December 31, 2022, the balance was $290,000

and

$290,000

,

respectively. Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $290,000 to be used for working capital purposes and with an interest rate of 10%.

November15, 2022 – $450,000

On

November 15, 2022, the Company executed loan documents for securing a loan of $450,000

from

a shareholder due on demand. As of March 31, 2023 and December 31, 2022, the balance was $450,000

and

$450,000

,

respectively. Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $450,000 to be used for working capital purposes and with an interest rate of 10%.

| 23 |

| --- |

Notepayables to related parties

Schedule of Note Payables to Related Party Transaction

		December 31,
		2022
April 1, 2022 (237,610)	237,610	$	237,610
May 10, 2022 (12,500)	12,500		12,500
May 10, 2022 (12,500)	12,500		12,500
May 10, 2022 (20,000)	20,000		20,000
May 31, 2022 (5,000)	5,000		5,000
May 31, 2022 (15,000)	15,000		15,000
June 9, 2022 (15,000)	15,000		15,000
December 31, 2022 (929,401)	929,401		929,401
Total note payables to related parties (current)	1,247,011	$	1,247,011

All values are in US Dollars.

April1, 2022 – $237,610

On

April 1, 2022, Limitless X executed loan documents for securing a loan of $237,610 from Emblaze One, a company owned by a shareholder. As of March 31, 2023 and December 31, 2022, the balance was $237,610 and $237,610, respectively.

Pursuant to that certain Loan Authorization and Agreement, Limitless X borrowed an aggregate principal amount of $237,610, with proceeds to be used for working capital purposes. Beginning on September 1, 2022, the loan requires a payment of $20,669 per month which includes principal and interest with an interest rate of 8%. The total balance of principal and interest of $248,032 is due on August 1, 2023.

May10, 2022 - $12,500

On May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $12,500 in exchange for a promissory note that includes interest at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before May 10, 2023. Interest began accruing at the rate of 10% on May 10, 2022. As of March 31, 2023 and December 31, 2022, the balance was $12,500 and $12,500, respectively.

May10, 2022 - $12,500

May10, 2022 - $20,000

On May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $20,000 in exchange for a promissory note that included interest at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before May 10, 2023. Interest began accruing at the rate of 10% on May 10, 2022. As of March 31, 2023 and December 31, 2022, the balance was $20,000 and $20,000, respectively.

May31, 2022 - $5,000

On May 31, 2022, a related party of the Company loaned Prime Time Live, Inc. $5,000 in exchange for a promissory note that included interest at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before May 31, 2023. Interest began accruing at the rate of 10% on May 31, 2022. As of March 31, 2023 and December 31, 2022, the balance was $5,000 and $5,000, respectively.

| 24 |

| --- |

May31, 2022 - $15,000

On May 31, 2022, a related party of the Company loaned Prime Time Live, Inc. $15,000 in exchange for a promissory note that included interest at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before May 31, 2023. Interest will began accruing at the rate of 10% on May 31, 2022. As of March 31, 2023 and December 31, 2022, the balance was $15,000 and $15,000, respectively.

June9, 2022 - $15,000

On May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $15,000 in exchange for a promissory note that included interest at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before May 10, 2023. Interest began accruing at the rate of 10% on May 10, 2022. As of March 31, 2023 and December 31, 2022, the balance was $15,000 and $15,000, respectively.

December31, 2022 - $929,401

On

December 31, 2022, the Company executed loan documents for securing a loan of $929,401 from Emblaze One, a company owned by a shareholder. As of March 31, 2023 and December 31, 2022, the balance was $929,401 and $929,401, respectively.

Pursuant

to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $929,401 with an interest rate of 8% to be used for working capital purposes due on December 1, 2023.

Note10 – Subsequent Events

The Company evaluated all events or transactions that occurred after March 31, 2023. During this period, the Company did not have any material recognizable subsequent events required to be disclosed other than the following:

●	On May 4, 2023, the Company terminated the 2020 Stock<br> Incentive Plan.

| 25 |

| --- |

ITEM

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

Forward-LookingStatements and Associated Risks.

ThisForm 10-Q/A contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of1995. For this purpose, any statements contained in this Form 10-Q/A that are not statements of historical fact may be deemed to be forward-lookingstatements. Without limiting the foregoing, words such as “may,” “expect,” “believe,” “anticipate,”“estimate,” “continue” or comparable terminology are intended to identify forward-looking statements. These statementsby their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors,many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industriesin which we may participate; competition within our chosen industry, including competition from much larger competitors; and failureto successfully develop business relationships.

INTRODUCTION

As previously reported on a Current Report on Form 8-K filed with the SEC on May 13, 2022, Bio Lab Naturals, Inc., a Delaware corporation (“Bio Lab”), entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Limitless X, Inc., a Nevada corporation (“LimitlessX”), and its 11 shareholders (the “LimitlessX Acquisition”) on May 11, 2022. The parties completed and closed the LimitlessX Acquisition on May 20, 2022 by issuing an aggregate of 3,233,334 shares of common stock of Bio Lab to the LimitlessX shareholders (the “Acquisition Closing”). According to the terms of the Share Exchange Agreement, Bio Lab then issued an additional 300,000 shares of common stock to the LimitlessX shareholders pro rata to their interests in approximately six months from the Acquisition Closing as part of the Limitless Acquisition. Concurrently with the LimitlessX Acquisition, Jaspreet Mathur, the founder and principal shareholder of LimitlessX, also purchased from Helion Holdings LLC, 500,000 shares of Bio Lab’s Class A Preferred Convertible Stock, which at all times have a number of votes equal to 60% of all of the issued and outstanding shares of common stock of Bio Lab.

For accounting purposes, the LimitlessX Acquisition was accounted for as a “reverse merger” with LimitlessX as the accounting acquiror (legal acquiree) and Bio Lab as the accounting acquiree (legal acquiror). And, consequently, the transaction was treated as a recapitalization of Bio Lab. Since LimitlessX was deemed to be the accounting acquiror in the LimitlessX Acquisition, the historical financial information for periods prior to the LimitlessX Acquisition reflect the financial information and activities solely of LimitlessX and not of Bio Lab. No step-up in basis or intangible assets or goodwill was recorded in this transaction.

On June 10, 2022, Bio Lab changed its name to Limitless X Holdings Inc. (“we,” “us,” or “our”).

| 26 |

| --- |

RESULTS

OF OPERATION

Forthe Three Months Ended March 31, 2023 Compared to the Three Months Ended March 31, 2022

	Three Months Ended March 31,
	(restated)
	2023						2022					Changes
				% of					% of
	Amount			Sales			Amount		Sales			Amount			%
Revenue
Product sales	$	6,563,037			99.8	%	$	7,075,362		100.0	%	$	(512,325	)		-7.2	%
Rentals		15,000			0.2	%		-		0.0	%		15,000			n/a
Total revenue		6,578,037			100.0	%		7,075,362		100.0	%		(497,325	)		-7.0	%
Cost of sales
Cost of sales		2,637,768			40.1	%		1,251,713		17.7	%		1,386,055			110.7	%
Total cost of sales		2,637,768			40.1	%		1,251,713		17.7	%		1,386,055			110.7	%
Gross profit		3,940,269			59.9	%		5,823,649		82.3	%		(1,883,380	)		-32.3	%
Operating expenses:
General and administrative		603,475			9.2	%		74,791		1.1	%		528,684			706.9	%
Advertising and marketing		4,889,508			74.3	%		5,243,678		74.1	%		(354,170	)		-6.8	%
Professional fees		538,608			8.2	%		44,500		0.6	%		494,108			1110.4	%
Salaries and compensation		1,335,927			20.3	%		70,422		1.0	%		1,265,505			1797.0	%
Total operating expenses		7,367,518			112.0	%		5,433,391		76.8	%		1,934,127			35.6	%
Income (loss) from operations		(3,427,249	)		-52.1	%		390,258		5.5	%		(3,817,507	)		-978.2	%
Other income (expense)
Interest expense		(225,627	)		-3.4	%		-		0.0	%		(225,627	)		n/a
Other expense		(30,000	)		-0.5	%		-		0.0	%		(30,000	)		n/a
Total other income (expense), net		(255,627	)		-3.9	%		-		0.0	%		(255,627	)		n/a
Net loss from continuing operations		(3,682,876	)		-56.0	%		390,258		5.5	%		(4,073,134	)		-1043.7	%
Loss from discontinued operations		(1,339	)		0.0	%		-		0.0	%		(1,339	)		n/a
Income (loss) before income tax provision		(3,684,215	)		-56.0	%		390,258		5.5	%		(4,074,473	)		-1044.0	%
Income tax provision		48			0.0	%		81,954		1.2	%		(81,906	)		n/a
Net income (loss)	$	(3,684,263	)		-56.0	%	$	308,304		4.4	%	$	(3,992,567	)		-1295.0	%

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ProductSales - Our product sales decreased by 7.2% or $0.5 million to $6.6 million for the three months ended March 31, 2023 as compared to $7.1 million for the three months ended March 31, 2022. In 2023, there was a shift in our marketing strategies, including a change in performance marketers.

Costof Sales - Our cost of sales increased from $1.3 million, 17.7% of sales, to $2.6 million, 40.1% of sales. This increase was primarily due to our new product lines that began being sold in November 2022 with lower margins. As operations increased during the period, so did our costs for freight, inventory, and other supplies.

GrossProfit - Gross profit for the three months ended March 31, 2023 was $3.9 million compared to $5.8 million for the three months ended March 31, 2022. The decrease in gross profit of $1.9 million was primarily a shift in our marketing strategies, including a change in performance marketers.

OperatingExpenses - During the three months ended March 31, 2023, we recognized $7.4 million in operating expenses compared to $5.4 million for the three months ended March 31, 2022. The increase of $1.9 million in operating expenses was primarily due to payroll and general and administrative expenses for travel and office expenses.

OtherIncome (Expense) - During the three months ended March 31, 2023, we recognized $0.3 million in other expenses compared to $0 for the three months ended March 31, 2022. The increase of $0.3 million in other expense was primarily due to interest expense on convertible debt and other loans.

LIQUIDITY

AND CAPITAL RESOURCES

OperatingActivities

During the three months ended March 31, 2023, net cash used in operating activities was $6.2 million. The cash used in operating activities was primary due to net loss and timing of settlement of assets and liabilities.

InvestingActivities

Net cash used in investing activities for three months ended March 31, 2023 was $1,604.

FinancingActivities

Net cash provided by financing activities for three months ended March 31, 2023 was $500,000. This amount was incurred by increased borrowings from investors under convertible debt.

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OffBalance Sheet Arrangements

None.

ITEM

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM

CONTROLS AND PROCEDURES

DisclosureControls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as a result of the material weakness described below, as of March 31, 2023, our disclosure controls and procedures were not designed at a reasonable assurance level and are ineffective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

The material weakness, which relates to internal control over financial reporting, that was identified is:

We did not have sufficient personnel in our accounting and financial reporting functions. As a result, we were not able to achieve adequate segregation of duties and were not able to provide for independent adequate reviewing of the financial statements. This control deficiency, which is pervasive in nature, results in a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis.

Management believes that the hiring of additional personnel who have the technical expertise and knowledge with the non-routine or technical issues we have encountered in the past will result in both proper recording of these transactions and a much more knowledgeable finance department as a whole. Due to the fact that our accounting staff consists of a Chief Financial Officer, a bookkeeper, and external accounting consultants, additional personnel will also ensure the proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support us if personnel turnover issues within the department occur. We believe this will eliminate or greatly decrease any control and procedure issues we may encounter in the future.

We will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Changesin Internal Control Over Financial Reporting

We recently hired a new Chief Financial Officer and have new management. We anticipate that our management, including our Chief Financial Officer, and our independent registered public accounting firm, will discuss the status of our financial controls and procedures and determine what changes are necessary to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with U.S. GAAP. We anticipate that a number of changes in our financial controls and procedures will be made in the ensuing periods.

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| --- |

PART

II - OTHER INFORMATION

ITEM

LEGAL PROCEEDINGS

None.

ITEM

1A. RISK FACTORS

Our Annual Report on Form 10-K, filed with the SEC, on April 17, 2023, describes important risk factors that could cause our business, financial condition, results of operations, and growth prospects to differ materially from those indicated or suggested by forward-looking statements made in this Quarterly Report on Form 10-Q/A or presented elsewhere by management from time to time. There have been no material changes in the risk factors that appear in our Annual Report on Form 10-K. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business.

ITEM

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM

MINE SAFETY DISCLOSURE

Not Applicable.

ITEM

OTHER INFORMATION

Not Applicable.

ITEM

EXHIBITS

**Exhibits.**The following is a complete list of exhibits filed as part of this Form 10-Q/A. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.

31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
32.1	Certification of Chief Executive Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL<br> Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within<br> the Inline XBRL document.
101.SCH	XBRL<br> Taxonomy Extension Schema Document
101.CAL	XBRL<br> Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL<br> Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL<br> Taxonomy Extension Label Linkbase Document
101.PRE	XBRL<br> Taxonomy Extension Presentation Linkbase Document
104	Cover<br> Page Interactive Data File (formatted as an Inline XBRL document and included in Exhibit 101)

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| --- |

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	LIMITLESS X HOLDINGS INC.
	(Registrant)
Dated:<br> June 9, 2025	By:	/s/ Jaspreet Mathur
		Jaspreet<br> Mathur
		(Chief<br> Executive Officer,
		Principal<br> Executive Officer)
Dated:<br> June 9, 2025	By:	/s/ Benjamin Chung
		Benjamin<br> Chung
		(Chief<br> Financial Officer,<br><br> <br>Principal<br> Financial and Accounting Officer)

| 31 |

| --- |

Exhibit31.1

Certificationof Principal Executive Officer

Pursuantto Rule 13a-14(a) and 15d-14(a) Under the Securities Exchange Act of 1934, As Amended

AsAdopted Pursuant to Section 302 of the Sarbanes-Oxley Act

I, Jaspreet Mathur, certify that:

1.	I<br> have reviewed this Quarterly Report on Form 10-Q/A for the three months ended March 31, 2023 of Limitless X Holdings Inc.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4.	The<br> registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
---	---
b.	Designed<br> such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
d.	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Quarterly report) that has materially<br> affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The<br> registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial<br> reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing<br> the equivalent functions):
---	---
a.	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
---	---
b.	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
	By:	/s/ Jaspreet Mathur
---	---	---
		Jaspreet<br> Mathur
		Chief<br> Executive Officer
		(Principal<br> Executive Officer)
Date:<br> June 9, 2025

Exhibit31.2

Certificationof Chief Financial Officer

Pursuantto Rule 13a-14(a) and 15d-14(a) Under the Securities Exchange Act of 1934, As Amended

AsAdopted Pursuant to Section 302 of the Sarbanes-Oxley Act

I, Benjamin Chung, certify that:

1.	I<br> have reviewed this Quarterly Report on Form 10-Q/A for the three months ended March 31, 2023 of Limitless X Holdings Inc.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4.	The<br> registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
---	---
b.	Designed<br> such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
d.	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Quarterly report) that has materially<br> affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The<br> registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial<br> reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing<br> the equivalent functions):
---	---
a.	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
---	---
b.	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
	By:	/s/ Benjamin Chung
---	---	---
		Benjamin<br> Chung
		Chief<br> Financial Officer
		(Principal<br> Financial Officer and Principal Accounting Officer)
Date:<br> June 9, 2025

Exhibit32.1

Certificationof Principal Executive Officer Pursuant to

18U.S.C. Section 1350 As Adopted Pursuant to

Section906 of the Sarbanes-Oxley Act

In connection with the Quarterly Report of Limitless X Holdings Inc. (the “Company”) on Form 10-Q/A for the three months ended March 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jaspreet Mathur, in the capacity and on the date indicated below, certify that, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company.
By:	/s/ Jaspreet Mathur
---	---
Name:	Jaspreet<br> Mathur
Title:	Chief<br> Executive Officer
	(Principal<br> Executive Officer)

Date: June 9, 2025

Exhibit32.2

Certificationof Principal Financial and Accounting Officer Pursuant to

18U.S.C. Section 1350 As Adopted Pursuant to

Section906 of the Sarbanes-Oxley Act

In connection with the Quarterly Report of Limitless X Holdings Inc. (the “Company”) on Form 10-Q/A for the three months ended March 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Benjamin Chung, in the capacity and on the date indicated below, certify that, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company.
By:	/s/ Benjamin Chung
---	---
	Benjamin<br> Chung
	Chief<br> Financial Officer
	(Principal<br> Financial Officer and Principal Accounting Officer)

Date: June 9, 2025