10-Q/A - LIMX - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM

10-Q/A

(AMENDMENT NO. 1)

(Mark One)

☒

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

For the quarterly period ended

June 30, 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 of Incorporation)	(IRS 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 accelerated<br> filer	☐	Accelerated<br> filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 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 August 14, 2023, there were 3,976,998 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<br> Statements	3
	Unaudited<br> Condensed Consolidated Balance Sheets (Restated)	3
	Unaudited<br> Condensed Consolidated Statements of Operations (Restated)	4
	Unaudited<br> Condensed Consolidated Statement of Changes in Stockholders’ Deficit (Restated)	5
	Unaudited<br> Condensed Consolidated Statements of Cash Flows (Restated)	6
	Notes<br> to the Unaudited Condensed Consolidated Financial Statements	7
Item<br> 2.	Management’s<br> Discussion and Analysis of Financial Condition and Results of Operations	27
Item<br> 3.	Quantitative<br> and Qualitative Disclosures About Market Risk	30
Item<br> 4.	Controls<br> and Procedures	30
	PART II - OTHER INFORMATION
Item<br> 1.	Legal<br> Proceedings	31
Item<br> 1A.	Risk<br> Factors	31
Item<br> 2.	Unregistered<br> Sales of Equity Securities and Use of Proceeds	31
Item<br> 3.	Defaults<br> Upon Senior Securities	31
Item<br> 4.	Mine<br> Safety Disclosures	31
Item<br> 5.	Other<br> Information	31
Item<br> 6.	Exhibits	31
	Signatures	32

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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	58,318		$	5,802,216
Accounts receivables, net	414,062			417,605
Inventories	465,764			909,309
Prepaid expenses	65,696			-
Net assets held for sale	-			41,107
Total current assets	1,003,840			7,170,237
Non-Current Assets:
Property and equipment, net	31,642			32,256
Other assets	10,985			78,965
Operating lease right-of-use asset	22,931			91,032
Total non-current assets	65,558			202,253
Total assets	1,069,398		$	7,372,490
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	7,420,943		$	7,639,915
Accrued interest	797,902			344,475
Royalty payable	1,494,228			1,114,403
Refunds and chargeback payable	316,998			332,218
Note payable	35,000			35,000
Convertible note payables	9,675,000			9,175,000
Notes payable to shareholder	4,862,028			4,462,028
Notes payable to related parties	169,400			1,247,011
Notes payable	169,400			1,247,011
Current portion of operating lease liabilities	23,222			92,195
Net liabilities held for sale	-			32,851
Total current liabilities	24,794,721			24,475,096
Total liabilities	24,794,721			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 and 3,929,834 shares issued and outstanding, respectively	399			394
Common stock issuable, 47,663 shares at December 31, 2022	-			693,311
Additional paid-in-capital	4,793,068			2,966,162
Accumulated deficit	(28,518,840	)		(20,762,523	)
Total stockholders’ deficit	(23,725,323	)		(17,102,606	)
Total liabilities and stockholders’ deficit	1,069,398		$	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			2023			2022
	Six Months Ended June 30,						Three Months Ended June 30,
	(As Restated)						(As Restated)
	2023			2022			2023			2022
Net Revenue
Product sales	$	12,846,527		$	21,694,584		$	6,283,490		$	13,374,528
Rentals		15,000			5,000			-			5,000
Total net revenue		12,861,527			21,699,584			6,283,490			13,379,528
Cost of Revenue
Cost of revenue		5,569,921			6,865,555			2,932,153			4,687,602
Total cost of sales		5,569,921			6,865,555			2,932,153			4,687,602
Gross profit		7,291,606			14,834,029			3,351,337			8,691,926
Operating expenses:
General and administrative		2,388,408			1,940,958			1,784,933			1,547,713
Advertising and marketing		8,980,440			17,256,535			4,090,932			12,012,857
Professional fees		1,119,568			1,298,053			580,960			1,253,553
Salaries and compensation		2,071,845			133,671			735,918			63,249
Total operating expenses		14,560,261			20,629,217			7,192,743			14,877,372
Loss from operations		(7,268,655	)		(5,795,188	)		(3,841,406	)		(6,185,446	)
Other income (expense)
Interest expense		(455,760	)		(13,108	)		(230,133	)		(13,108	)
Other income		-			57,756			-			57,756
Other expense		(30,000	)		-			-			-
Gain on disposal of assets		-			28,397			-			28,397
Total other income (expense), net		(485,760	)		73,045			(230,133	)		73,045
Net loss from continuing operations		(7,754,415	)		(5,722,143	)		(4,071,539	)		(6,112,401	)
Gain (Loss) from discontinued operations		(1,854	)		-			(515	)		-
Gain (Loss) from deconslidation of subsidiary		-			-			-			-
Loss before income tax provision		(7,756,269	)		(5,722,143	)		(4,072,054	)		(6,112,401	)
Income tax provision		48			6,402			-			(75,552	)
Net loss	$	(7,756,317	)	$	(5,728,545	)	$	(4,072,054	)	$	(6,036,849	)
Earnings (Loss) Per Share:
Net loss per common share - basic and diluted - continued	$	(1.97	)	$	(3.13	)	$	(1.74	)	$	(1.74	)
Net loss per common share - basic and diluted - discontinued	$	(0.00	)	$	-		$	(0.00	)	$	-
Total	$	(1.97	)	$	(3.13	)	$	(1.74	)	$	(1.74	)
Weighted average number of common shares		3,937,651			1,832,005			3,945,383			1,069,381

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
	Preferred Stock A				Common Stock				Common Stock Issuable						Additional<br><br>Paid-In		Accumulated			Total Stockholder’s
	Shares		Amount		Shares		Amount		Shares			Amount			Capital		deficit			Equity
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	)
Vybe deconsolidation		-		-		-		-		-			-			1,133,600		-			1,133,600
Issuance of common stock from common stock issuable		-		-		47,663		5		(47,663	)		(693,311	)		693,306		-			-
Net loss		-		-		-		-		-			-			-		(4,072,054	)		(4,072,054	)
Balance at June 30, 2023 (unaudited) (restated)		500,000	$	50		3,977,497	$	399		-		$	-		$	4,793,068	$	(28,518,840	)	$	(23,725,323	)
	Preferred Stock A				Common Stock				Common Stock Issuable						Additional Paid-In		Accumulated			Total 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	)
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
Issuance of common stock for services		-		-		36,333		4		-			-			1,117,778		-			1,117,782
Issuance of common stock		-		-		97,000		10		(97,000	)		(10	)		-		-			-
Net loss		-		-		-		-		-			-			-		(6,036,849	)		(6,036,849	)
Balance at June 30, 2022 (unaudited)		500,000	$	50		3,629,483	$	364		300,000		$	30		$	2,966,162	$	(7,599,027	)	$	(4,632,421	)
Balance		500,000	$	50		3,629,483	$	364		300,000		$	30		$	2,966,162	$	(7,599,027	)	$	(4,632,421	)

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
	Six Months Ended June 30,
	(As Restated)
	2023			2022
Cash flows from operating activities:
Net loss	$	(7,754,463	)	$	(5,728,545	)
Income (loss) from discontinued operations		(1,854	)		-
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation		2,218			3,613
Common stock issued for professional fees		-			1,117,782
Changes in assets and liabilities:
Accounts receivables, net		3,543			(1,288,476	)
Inventories		443,545			(73,909	)
Prepaid expenses		(65,696	)		-
Other assets		67,980			(91,278	)
Accounts payable and accrued expenses		232,106			1,264,794
Royalty payable		379,825			232,121
Refunds and chargeback payable		(15,220	)		214,387
Net cash used in operating activities from continuing operations		(6,708,016	)		(4,349,511	)
Net cash provided by operating activities from discontinued operations		8,256			-
Net cash used in operating activities		(6,699,760	)		(4,349,511	)
Cash flows from investing activities:
Purchases of equipment		(1,604	)		-
Proceeds from disposition of asset		-			28,397
Net cash used in investing activities		(1,604	)		28,397
Cash flows from financing activities:
Proceeds from borrowings from convertible debt		500,000			2,035,000
Proceeds from borrowings from shareholder		400,000			3,672,028
Proceeds from (Payments to) borrowings from related parties		57,466			317,610
Net cash provided by financing activities		957,466			6,024,638
Net increase(decrease) in cash		(5,743,898	)		1,703,524
Cash – beginning of period		5,802,216			78,856
Cash – end of period	$	58,318		$	1,782,380
Supplemental disclosures of cash flow information
Cash paid during the periods for:
Interest	$	2,334		$	833
Income taxes	$	-		$	-
Non-cash investing and financing activities:
Decrease in due to Emblaze One, Inc. by Limitless X due to deconsolidation	$	(1,167,011	)	$	-
Increase in due from Vybe Labs, Inc. by Limitless X due to deconsolidation	$	1,133,600		$	-
Common stock issuable	$	693,306		$	-

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. 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.; 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 large 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 $8,980,440

and $17,256,535

for the six months ended June 30, 2023 and 2022,

respectively, and $4,090,932 and $12,012,857 for the three months ended March 31, 2023 and 2022, respectively.

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

	June<br> 30,			December<br> 31,
	2023			2022
Machinery<br> and equipment	$	39,067		$	37,463
Total		39,067			37,463
Less: accumulated depreciation		(7,425	)		(5,207	)
Total<br> equipment, net	$	31,642		$	32,256

Depreciation

expense for the three months ended June 30, 2023 and 2022 was $1,117 and $0

,

respectively. Depreciation expense for the six months ended June 30, 2023 and 2022 was $2,218

and $3,613

, 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.

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.

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.

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.

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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.

As

of June 30, 2023 and December 31, 2022, refunds payable were $91,212

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.

As

of June 30, 2023 and December 31, 2022, chargebacks payable were $225,786

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.

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. There were 1,336,163 shares of common stock underlying convertible promissory notes during the six months ended June 30, 2023 that 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.

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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 six months ended June 30, 2023 and 2022, the Company granted no securities under its 2020 Stock Incentive Plan and 2022 Stock Option Plan.

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, 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, 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, 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.

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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.

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 June 30, 2023 and for the three and six months ended June 30, 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 June 30, 2023 and for the three and six months ended June 30, 2023. The amounts labeled “Restatement” represent the effects of the restatement adjustments.

Ref	Description of Restatement
(a)	An<br> adjustment was made to write-off accounts receivables in the current period. The adjustment was credit credit accounts<br> receivables and debit bad debt expense.
(b)	An<br> adjustment was made to adjust beginning balance of holdback receivables written off in the prior period. The adjustment<br> was credit holdback receivables and debit retained earnings.
(c)	An<br> adjustment was made to adjust beginning balance of inventories written off in the prior period. The adjustment was credit<br> inventories and debit retained earnings.
(d)	An<br> adjustment was made to reclass from non-current assets to current assets.
(e)	An<br> adjustment was made to adjust beginning balance of accrued salaries recorded in the prior period. The amount was outstanding<br> as of June 30, 2023. The adjustment was credit accrued salaries and debit retained earnings.
(f)	An<br> adjustment was made to adjust beginning balance of additional paid-in capital recorded in the prior period. Prior period<br> adjustment was related to stock compensation expense. The adjustment was credit common stock and additional paid-in capital<br> and debit retained earnings.
(g)	An<br> adjustment was made to record prior period adjustment impacting beginning retained earnings.
(h)	Current<br> period net restatement adjustment from loss from operations.
(aa)	An<br> adjustment was made to net revenue against advertising expense.
(bb)	An<br> adjustment was made to reclass certain operating expenses to cost of revenue.
(cc)	An<br> adjustment was made to reclass certain expenses.
(dd)	An<br> adjustment was made to reclass expenses from discontinued operations from Vybe, Inc. to loss from discontinued operations.
(ee)	An<br> adjustment was made to reclass certain expenses.
(aaa)	An<br> adjustment was made to net revenue against advertising expense.
(bbb)	An<br> adjustment was made to reclass certain operating expenses to cost of revenue.
(ccc)	An<br> adjustment was made to reclass certain expenses.
(ddd)	An<br> adjustment was made to reclass expenses from discontinued operations from Vybe, Inc. to loss from discontinued operations.
(A)	Vybe<br> deconsolidation adjustment.
(B)	To<br> properly record gain from deconsolidation of Vybe subsidiary.
(C)	Various<br> balance sheet adjustment changes to correct current period presentation.
(D)	Vybe<br> deconsolidation adjustment related to cash.

The changes in our consolidated financial statements are summarized below.

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Limitless X Holdings, Inc.

Consolidated Balance Sheets

June 30, 2023

Schedule of Condensed Financial Statements

	Previously							As
	As of June 30, 2023
	Previously							As
	Reported			Restatement				Restated
ASSETS
Current Assets:
Cash	$	58,318		$	-				58,318
Accounts receivables, net		414,062			-				414,062
Holdback receivables		2,326,500			(1,043,991	)	(a)		-
					(1,282,509	)	(b)
Inventories		2,557,125			(2,091,361	)	(c)		465,764
Prepaid expenses		2,514			63,182		(d)		65,696
Total current assets		5,358,519			(4,354,679	)			1,003,840
Non-Current Assets:
Property and equipment, net		31,642			-				31,642
Other assets		74,167			(63,182	)	(d)		10,985
Operating lease right-of-use asset		22,931			-				22,931
Total non-current assets		128,740			(63,182	)			65,558
Total assets	$	5,487,259		$	(4,417,861	)		$	1,069,398
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses		6,761,231			659,712		(e)		7,420,943
Accrued interest		797,902			-				797,902
Royalty payable		1,494,228			-				1,494,228
Refunds and chargeback payable		316,998			-				316,998
Note payable		35,000			-				35,000
Convertible note payables		9,675,000			-				9,675,000
Notes payable to shareholder		4,862,028			-				4,862,028
Notes payable to related parties		169,400			-				169,400
Notes payable		169,400			-				169,400
Current portion of operating lease liabilities		23,222			-				23,222
Total current liabilities		24,135,009			659,712				24,794,721
Total liabilities		24,135,009			659,712				24,794,721
Commitments and contingencies		-			-				-
Stockholders’ deficit
Preferred Stock A		50			-				50
Common Stock		399			-				399
Additional paid-in-capital		3,158,803			1,634,265		(f)		4,793,068
Accumulated deficit		(21,807,002	)		(10,743,181	)	(g)		(28,518,840	)
		-			4,031,343		(h)
Total stockholders’ deficit		(18,647,750	)		(5,077,573	)			(23,725,323	)
Total liabilities and stockholders’ deficit	$	5,487,259		$	(4,417,861	)		$	1,069,398

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Limitless X Holdings, Inc.

Consolidated Statements of Operations

Six Months Ended June 30, 2023

	Previously							As
	Six Months Ended June 30, 2023
	Previously							As
	Reported			Restatement				Restated
Net Revenue
Product sales	$	12,846,527		$	-			$	12,846,527
Service revenue		2,797,004			(2,797,004	)	(aa)		-
Rentals		15,000			-				15,000
Total net revenue		15,658,531			(2,797,004	)			12,861,527
Cost of Revenue
Cost of revenue		3,072,851			2,521,949		(bb)		5,569,921
					(24,879	)	(cc)
Total cost of sales		3,072,851			2,497,070				5,569,921
Gross profit		12,585,680			(5,294,074	)			7,291,606
Operating expenses:
General and administrative		1,380,925			1,282,509		(b)		2,388,408
					(1,305	)	(dd)
					(273,721	)	(ee)
Royalty fees		379,825			(379,825	)	(bb)		-
Merchant fees		1,057,278			(1,057,278	)	(bb)		-
Transaction fees		1,084,846			(1,084,846	)	(bb)		-
Advertising and marketing		16,651,676			(2,797,004	)	(aa)		8,980,440
					(4,874,232	)	(gg)
Professional fees		1,261,137			(141,569	)	(dd)		1,119,568
Salaries and compensation		2,071,845			-				2,071,845
Total operating expenses		23,887,532			(9,327,271	)			14,560,261
Loss from operations		(11,301,852	)		4,033,197				(7,268,655	)
Other income (expense)
Interest expense		(455,760	)		-				(455,760	)
Other expense		(30,000	)		-				(30,000	)
Total other income (expense), net		(485,760	)		-				(485,760	)
Net loss from continuing operations		(11,787,612	)		4,033,197				(7,754,415	)
Gain (Loss) from discontinued operations		-			(1,854	)	(dd)		(1,854	)
Gain (Loss) from deconslidation of subsidiary		-			-				-
Loss before income tax provision		(11,787,612	)		4,031,343				(7,756,269	)
Income tax provision		48			-				48
Net loss	$	(11,787,660	)	$	4,031,343			$	(7,756,317	)

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Limitless X Holdings, Inc.

Consolidated Statements of Operations

Three Months Ended June 30, 2023

	Previously							As
	Three Months Ended June 30, 2023
	Previously							As
	Reported			Restatement				Restated
Net Revenue
Product sales	$	6,283,490		$	-			$	6,283,490
Service revenue		2,505,240			(2,505,240	)	(aaa)		-
Total net revenue		8,788,730			(2,505,240	)			6,283,490
Cost of Revenue
Cost of revenue		1,842,957			1,112,859		(bbb)		2,932,153
					(23,663	)	(ccc)
Total cost of sales		1,842,957			1,089,196				2,932,153
Gross profit		6,945,773			(3,594,436	)			3,351,337
Operating expenses:
General and administrative		685,306			1,282,509		(b)		1,784,933
					(515	)	(ddd)
					(182,367	)	(ccc)
Royalty fees		95,197			(95,197	)	(bbb)		-
Merchant fees		344,084			(344,084	)	(bbb)		-
Transaction fees		673,578			(673,578	)	(bbb)		-
Advertising and marketing		6,596,172			(2,505,240	)	(aaa)		4,090,932
Professional fees		580,960			-				580,960
Salaries and compensation		735,918			-				735,918
Total operating expenses		9,711,215			(2,518,472	)			7,192,743
Loss from operations		(2,765,442	)		(1,075,964	)			(3,841,406	)
Other income (expense)
Interest expense		(230,133	)		-				(230,133	)
Total other income (expense), net		(230,133	)		-				(230,133	)
Net loss from continuing operations		(2,995,575	)		(1,075,964	)			(4,071,539	)
Gain (Loss) from discontinued operations		-			(515	)	(ddd)		(515	)
Gain (Loss) from deconslidation of subsidiary		-			-				-
Loss before income tax provision		(2,995,575	)		(1,076,479	)			(4,072,054	)
Income tax provision		-			-				-
Net loss	$	(2,995,575	)	$	(1,076,479	)		$	(4,072,054	)

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Limitless X Holdings, Inc.

Consolidated Statements of Cash Flows

Six Months Ended June 30, 2023

	Reported			Restatement				Restated
	Six Months Ended June 30, 2023
	Previously							As
	Reported			Restatement				Restated
Cash flows from operating activities:
Net loss	$	(11,787,660	)	$	4,033,197			$	(7,754,463	)
Income (loss) from discontinued operations		-			(1,854	)	(dd)		(1,854	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation		2,218			-				2,218
Vybe deconsolidation from equity		141,020			(141,020	)	(A)		-
Gain from deconsolidation of Vybe		51,626			(51,626	)	(B)		-
Changes in assets and liabilities:
Accounts receivables and holdback receivables, net		(800,858	)		804,401		(C)		3,543
Inventories		1,298,821			(855,276	)	(C)		443,545
Prepaid expenses		(2,514	)		(63,182	)	(C)		(65,696	)
Other assets		4,798			63,182		(C)		67,980
Accounts payable and accrued expenses		5,122,154			(4,890,048	)	(C)		232,106
Royalty payable		379,825			-				379,825
Refunds and chargeback payable		(15,220	)		-				(15,220	)
Net cash used in operating activities from continuing operations		(5,605,790	)		(1,102,226	)			(6,708,016	)
Net cash provided by operating activities from discontinued operations		-			8,256		(l)		8,256
Net cash used in operating activities		(5,605,790	)		(1,093,970	)			(6,699,760	)
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
Proceeds from borrowings from shareholder		400,000			-				400,000
Settlement of debt		(1,077,611	)		1,077,611		(B)		-
Proceeds from (Payments to) borrowings from related parties		-			57,466		(C)		57,466
Net cash provided by financing activities		(177,611	)		1,135,077				957,466
Net increase(decrease) in cash		(5,785,005	)		41,107				(5,743,898	)
Cash – beginning of period		5,843,323			(41,107	)	(D)		5,802,216
Cash – end of period	$	58,318		$	-			$	58,318

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Note4 – Deconsolidation (Saleof Vybe Labs, Inc.)

On

June 1, 2023, the Company entered into an Agreement for Purchase and Sale of Stock (the “Vybe Sale Agreement”) with Emblaze One, Inc., a Nevada corporation, (“Emblaze”) wherein the Company sold all 5,000

of its shares of common stock of its wholly owned

subsidiary, Vybe Labs, Inc., a Delaware corporation (“Vybe”), as full payment and settlement of a debt in the amount of $1,167,011

owed by the Company to Emblaze under two certain

Loan Authorization and Agreements dated April 1, 2022, in the principal amount of $237,610

and December 31, 2022, in the principal amount

of $929,401

(collectively, the “Notes”). Emblaze

is a company 100% owned by the Company’s Chief Executive Officer, Chairman of the Board of Directors, and majority shareholder, Jaspreet Mathur. Therefore, the Vybe Sale Agreement is a related party transaction which was evaluated by and voted upon by the disinterested board of directors as to whether the transaction was fair, reasonable, at arm’s-length, and in the ordinary course of business.

The transaction is recorded as follows at the date of this transaction:

Schedule of Deconsolidation

	June<br> 1,
	2023
Total assets and liabilities<br> deconsolidated for Vybe:
Total assets	$	935,066
Total<br> liabilities		(1,356,750	)
Net<br> assets (liabilities)	$	(421,684	)
Total due to and due from<br> between Limitless X and Vybe before deconsolidation:
Due to Emblaze One, Inc.<br> by Limitless X	$	1,167,011
Due<br> from Vybe Labs, Inc. by Limitless X		(1,356,750	)
Net<br> due to (from)	$	(189,739	)
Net<br> amount of deconsolidation – Recorded as additional paid-in capital	$	231,945

Note5 – 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.

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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.

Note6 – 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

	2023		2022
	For<br> the six months ended
	June<br> 30,
	2023		2022
Operating<br> lease expense	$	69,054	$	69,054
Total<br> lease expense	$	69,054	$	69,054

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

Schedule of Other information Related to Leases

	2023		2022
	For<br> the six months ended
	June<br> 30,
	2023		2022
Operating<br> cash flows from operating leases	$	69,927	$	67,890
Cash<br> paid for amounts included in the measurement of lease liabilities	$	69,927	$	67,890
Weighted-average remaining<br> lease term—operating leases				0.2<br> Years
Weighted-average discount<br> rate—operating leases				3	%

In accordance with ASC 842, maturities of operating lease liabilities as of June 30, 2023 were as follows:

Schedule of Maturities of Operating Lease Liabilities

	Operating
Year<br> ending:	Lease
2023 (remaining six months)	$	23,309
2024		-
2025		-
2026		-
2027		-
Total undiscounted cash<br> flows	$	23,309
Reconciliation of lease liabilities:
Weighted-average remaining<br> lease terms		0.2<br> Years
Weighted-average<br> discount rate		3	%
Present values	$	23,222
Lease liabilities—current		23,222
Lease<br> liabilities—long-term		-
Lease liabilities—total	$	23,222
Difference<br> between undiscounted and discounted cash flows	$	87

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.

Note7 – 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 June 30, 2023 and December 31, 2022, the balance was $35,000

and $35,000

, respectively.

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Convertiblenote payables

Schedule of Convertible Note Payables

		December<br> 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<br> 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”).

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 shares of common stock 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 the Noteholder’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 received $9,175,000 from a total of 12 accredited investors pursuant to the Convertible Note Offering.

As

of June 30, 2023, the Company received $9,675,000 from a total of 13 accredited investors pursuant to the Convertible Note Offering.

| 20 |

| --- |

Note8 – Stockholders’ Deficit

PreferredStock

ClassA Convertible Stock

As

of June 30, 2023, the Company has authorized 30,000,000

shares of preferred stock. At June 30, 2023 and

December 31, 2022, there are a total of 500,000 shares of Class A Convertible 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 June 30, 2023, the Company has 300,000,000

authorized shares of common stock par value $0.0001

per share. At June 30, 2023 and December 31,

2022, there was a total of 3,977,497

shares and 3,929,834

shares issued and outstanding, respectively.

CommonStock Issued for Services

On

May 10, 2022 and June 10, 2022, the Company issued 36,000

and 684

shares of common stock, respectively, for services

provided to the Company. These shares were valued at fair value at the time of issuance. On May 31, 2023, the Company issued 47,164 shares of common stock for services provided to the Company.

Note9 – Equity Based Payments

the three and six months ended June 30, 2023, the Company incurred consulting fees in the amount of $3,000

and $10,000

,

respectively, to an officer and an officer of one of its affiliates. This compares to $32,500

and $32,500

for the three and six months ended June 30, 2022, respectively.

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%<br> of gross sales, excluding returns, chargebacks,<br> 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%<br> of gross sales, excluding returns, chargebacks,<br> 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%<br> of gross sales, excluding returns, chargebacks,<br> 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%<br> of gross sales, excluding returns, chargebacks,<br> 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 June 30, 2023 and December 31, 2022, the royalty payable is in the amount of $1,494,228

and $1,114,403

, respectively.

Notepayables to shareholder

Schedule of Note Payables to Related Party Transaction

		December<br> 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 9, 2022 (1,100,000)	1,100,000		1,100,000
May 16, 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
May 16, 2023 (150,000)	150,000		-
May 18, 2023 (50,000)	50,000		-
June 5, 2023 (150,000	150,000		-
June 20, 2023 (50,000)	50,000		-
Total<br> loan payables to shareholder (current)	4,862,028	$	4,462,028

All values are in US Dollars.

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| --- |

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 June 30, 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 June 30, 2023 and December

31, 2022, the balance was $150,000

and $150,000

,

.

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

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 June 30, 2023 and December

31, 2022, the balance was $1,100,000

and $1,100,000

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 June

30, 2023 and December 31, 2022, the balance was $450,000

30, 2023, the balance was $150,000

.

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

to be used for working capital purposes and with

an interest rate of 10% .

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| --- |

June20, 2023 – $50,000

On

June 20, 2023, the Company executed loan documents for securing a loan of $50,000

from a shareholder due on demand. As of June

30, 2023, the balance was $50,000

.

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

to be used for working capital purposes and with

an interest rate of 10% .

Notepayables to related parties

Schedule of Note Payables to Related Party Transaction

		December<br> 31,
		2022
April 1, 2022 (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
June 30, 2023 (89,400)	89,400		-
Total<br> note payables to related parties (current)	169,400	$	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 June 30, 2023 and December 31, 2022, the balance was $0

, respectively.

| 25 |

The Company evaluated all events or transactions that occurred after June 30, 2023. During this period, the Company did not have any material recognizable subsequent events required to be disclosed.

| 26 |

| --- |

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”).

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RESULTS

OF OPERATION

Forthe Three Months Ended June 30, 2023 Compared to the Three Months Ended June 30, 2022

	Three Months Ended March 31,
	(restated)
	2023						2022						Changes
				% of						% of
	Amount			Sales			Amount			Sales			Amount			%
Revenue
Product sales	$	6,283,490			100.0	%	$	13,374,528			100.0	%	$	(7,091,038	)		-53.0	%
Rentals		-			0.0	%		5,000			0.0	%		(5,000	)		-100.0	%
Total revenue		6,283,490			100.0	%		13,379,528			100.0	%		(7,096,038	)		-53.0	%
Cost of sales
Cost of sales		2,932,153			46.7	%		4,687,602			35.0	%		(1,755,449	)		-37.4	%
Total cost of sales		2,932,153			46.7	%		4,687,602			35.0	%		(1,755,449	)		-37.4	%
Gross profit		3,351,337			53.3	%		8,691,926			65.0	%		(5,340,589	)		-61.4	%
Operating expenses:
General and administrative		1,784,933			28.4	%		1,547,713			11.6	%		237,220			15.3	%
Advertising and marketing		4,090,932			65.1	%		12,012,857			89.8	%		(7,921,925	)		-65.9	%
Professional fees		580,960			9.2	%		1,253,553			9.4	%		(672,593	)		-53.7	%
Salaries and compensation		735,918			11.7	%		63,249			0.5	%		672,669			1063.5	%
Total operating expenses		7,192,743			114.5	%		14,877,372			111.2	%		(7,684,629	)		-51.7	%
Income (loss) from operations		(3,841,406	)		-61.1	%		(6,185,446	)		-46.2	%		2,344,040			-37.9	%
Other income (expense)
Interest expense		(230,133	)		-3.7	%		(13,108	)		-0.1	%		(217,025	)		1655.7	%
Other income		-			0.0	%		57,756			0.4	%		(57,756	)		-100.0	%
Gain on disposal of assets		-			0.0	%		28,397			0.2	%		(28,397	)		-100.0	%
Total other income (expense), net		(230,133	)		-3.7	%		73,045			0.5	%		(303,178	)		-415.1	%
Net loss from continuing operations		(4,071,539	)		-64.8	%		(6,112,401	)		-45.7	%		2,040,862			-33.4	%
Loss from discontinued operations		(515	)		0.0	%		-			0.0	%		(515	)		n/a
Gain (Loss) from deconslidation of subsidiary		-			0.0	%		-			0.0	%		-			n/a
Income (loss) before income tax provision		(4,072,054	)		-64.8	%		(6,112,401	)		-45.7	%		2,040,347			-33.4	%
Income tax provision		-			0.0	%		(75,552	)		-0.6	%		75,552			-100.0	%
Net income (loss)	$	(4,072,054	)		-64.8	%	$	(6,036,849	)		-45.1	%	$	1,964,795			-32.5	%

ProductSales - Our product sales decreased by 53% to $6.3 million for the three months ended June 30, 2023 as compared to $13.4 million for the three months ended June 30, 2022. In 2023, there was a shift in our marketing strategies, including a change in performance marketers.

Costof Sales - Our cost of sales decreased from $4.7 million, 35.0% of sales in the three months ended June 30, 2022, to $2.9 million, 46.7% of sales in the three months ended June 30, 2023. This decrease was primarily due to our new product lines that began being sold in 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 June 30, 2023 was $3.4 million compared to $8.7 million for the three months ended June 30, 2022. The decrease in gross profit of $5.3 million was primarily a shift in our marketing strategies, including a change in performance marketers.

OperatingExpenses - During the three months ended June 30, 2023, we recognized $7.2 million in operating expenses compared to $14.9 million for the three months ended June 30, 2022. The decrease of $7.7 million in operating expenses was primarily due to decrease in advertising, and professional fees of $0.5 million and off-set by increase in payroll of $0.7 million due to increase in number of employees.

●	Our<br> advertising and marketing expense decreased by $7.9 million due to a shift in marketing strategies from relying on performance marketers<br> and celebrity endorsements.

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Forthe Six Months Ended June 30, 2023 Compared to the Six Months Ended June 30, 2022

	Six Months Ended June 30,
	(restated)
	2023						2022						Changes
				% of						% of
	Amount			Sales			Amount			Sales			Amount			%
Revenue
Product sales	$	12,846,527			99.9	%	$	21,694,584			100.0	%	$	(8,848,057	)		-40.8	%
Rentals		15,000			0.1	%		5,000			0.0	%		10,000			200.0	%
Total revenue		12,861,527			100.0	%		21,699,584			100.0	%		(8,838,057	)		-40.7	%
Cost of sales
Cost of sales		5,569,921			43.3	%		6,865,555			31.6	%		(1,295,634	)		-18.9	%
Total cost of sales		5,569,921			43.3	%		6,865,555			31.6	%		(1,295,634	)		-18.9	%
Gross profit		7,291,606			56.7	%		14,834,029			68.4	%		(7,542,423	)		-50.8	%
Operating expenses:
General and administrative		2,388,408			18.6	%		1,940,958			8.9	%		447,450			23.1	%
Advertising and marketing		8,980,440			69.8	%		17,256,535			79.5	%		(8,276,095	)		-48.0	%
Professional fees		1,119,568			8.7	%		1,298,053			6.0	%		(178,485	)		-13.8	%
Salaries and compensation		2,071,845			16.1	%		133,671			0.6	%		1,938,174			1450.0	%
Total operating expenses		14,560,261			113.2	%		20,629,217			95.1	%		(6,068,956	)		-29.4	%
Income (loss) from operations		(7,268,655	)		-56.5	%		(5,795,188	)		-26.7	%		(1,473,467	)		25.4	%
Other income (expense)
Interest expense		(455,760	)		-3.5	%		(13,108	)		-0.1	%		(442,652	)		3377.0	%
Other income		-			0.0	%		57,756			0.3	%		(57,756	)		-100.0	%
Other expense		(30,000	)		-0.2	%		-			0.0	%		(30,000	)		n/a
Gain on disposal of assets		-			0.0	%		28,397			0.1	%		(28,397	)		-100.0	%
Total other income (expense), net		(485,760	)		-3.8	%		73,045			0.3	%		(558,805	)		-765.0	%
Net loss from continuing operations		(7,754,415	)		-60.3	%		(5,722,143	)		-26.4	%		(2,032,272	)		35.5	%
Loss from discontinued operations		(1,854	)		0.0	%		-			0.0	%		(1,854	)		n/a
Gain (Loss) from deconslidation of subsidiary		-			0.0	%		-			0.0	%		-			n/a
Income (loss) before income tax provision		(7,756,269	)		-60.3	%		(5,722,143	)		-26.4	%		(2,034,126	)		35.5	%
Income tax provision		48			0.0	%		6,402			0.0	%		(6,354	)		-99.3	%
Net income (loss)	$	(7,756,317	)		-60.3	%	$	(5,728,545	)		-26.4	%	$	(2,027,772	)		35.4	%

ProductSales - Our product sales decreased by 40.8% to $12.8 million for the six months ended June 30, 2023 as compared from $21.7 million for the six months ended June 30, 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 $6.9 million, 31.6% of sales for the six months ended June 30, 2022, to $5.6 million, 43.3% of sales for the six months ended June 30, 2023. This increase was primarily due to our new product lines that began being sold in with lower margins. As operations increased during the period, so did our costs for freight, inventory, and other supplies.

GrossProfit - Gross profit for the six months ended June 30, 2023 was $7.3 million compared to $14.8 million for the six months ended June 30, 2022. The decrease in gross profit of $7.5 million was primarily a shift in our marketing strategies, including a change in performance marketers.

OperatingExpenses - During the six months ended June 30, 2023, we recognized $14.6 million in operating expenses compared to $20.6 million for the six months ended June 30, 2022. The decrease of $6.0 million in operating expenses was primarily due to advertising and marketing, payroll, transaction fees, merchant fees, royalty fees, and bad debt expense.

●	Our<br> advertising and marketing expense decreased by $8.3 million due to a shift in marketing strategies from relying on performance marketers.
●	The<br> increase in transaction payroll is related to accruals of unpaid salaries.
●	The<br> increase of $232,374 in bad debt expense was due to accounts receivable being deemed uncollectible.

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LIQUIDITY

AND CAPITAL RESOURCES

OperatingActivities

During the six months ended June 30, 2023, net cash used in operating activities was $6.7 million. The cash used in operating activities was primarily due to net loss and timing of settlement of assets and liabilities.

InvestingActivities

Net cash used in investing activities for the six months ended June 30, 2023 was $1,604.

FinancingActivities

Net cash used in financing activities for the six months ended June 30, 2023 was $1.0 million. This amount was incurred by increased borrowings from convertible debt, shareholder and related party.

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 June 30, 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.

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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<br> of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
31.2	Certification<br> of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
32.1	Certification<br> of Chief Executive Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification<br> of Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline<br> XBRL 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	Inline<br> XBRL Taxonomy Extension Schema Document
101.CAL	Inline<br> XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline<br> XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline<br> XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline<br> XBRL 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 11, 2025	By:	/s/ Jaspreet Mathur
		Jaspreet<br> Mathur
		(Chief<br> Executive Officer,
		Principal<br> Executive Officer)
Dated:<br> June 11, 2025	By:	/s/ Benjamin Chung
		Benjamin<br> Chung
		(Chief<br> Financial Officer,<br><br> <br>Principal<br> Financial Officer and Principal Accounting Officer)

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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 six months ended June 30, 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 11, 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 six months ended June 30, 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 11, 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 six months ended June 30, 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 11, 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 six months ended June 30, 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 11, 2025