Equibles

10-Q

Limitless X Holdings Inc. (LIMX)

10-Q 2023-08-14 For: 2023-06-30
View Original
Added on April 06, 2026

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM

10-Q

(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)

9454 Wilshire Blvd., #300, 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.

TABLE

OF CONTENTS

Page
PART 1 – FINANCIAL INFORMATION
Item<br> 1. Financial<br> Statements 3
Unaudited<br> Condensed Consolidated Balance Sheets 3
Unaudited<br> Condensed Consolidated Statements of Operations 4
Unaudited<br> Condensed Consolidated Statement of Changes in Stockholders’ Deficit 5
Unaudited<br> Condensed Consolidated Statements of Cash Flows 7
Notes<br> to the Unaudited Condensed Consolidated Financial Statements 8
Item<br> 2. Management’s<br> Discussion and Analysis of Financial Condition and Results of Operations 24
Item<br> 3. Quantitative<br> and Qualitative Disclosures About Market Risk 29
Item<br> 4. Controls<br> and Procedures 29
PART II - OTHER INFORMATION
Item<br> 1. Legal<br> Proceedings 30
Item<br> 1A. Risk<br> Factors 30
Item<br> 2. Unregistered<br> Sales of Equity Securities and Use of Proceeds 30
Item<br> 3. Defaults<br> Upon Senior Securities 30
Item<br> 4. Mine<br> Safety Disclosures 30
Item<br> 5. Other<br> Information 30
Item<br> 6. Exhibits 30
Signatures 31 
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LIMITLESS

X HOLDINGS INC.

PART

I – FINANCIAL INFORMATION

Item1. Financial Statements

LIMITLESS

X HOLDINGS INC.

UNAUDITED

CONDENSED CONSOLIDATED BALANCE SHEETS

December 31, 2022
(audited)
ASSETS
Current Assets:
Cash 58,318 $ 5,843,323
Accounts receivables, net of allowance for doubtful accounts of 232,374 and 0, respectively 414,062 895,713
Holdback receivables, net of allowance for doubtful accounts of 0 and 1,300,855, respectively 2,326,500 1,043,991
Inventories, net 2,557,125 3,855,946
Due from related party 2,514 -
Total current assets 5,358,519 11,638,973
Non-Current Assets:
Operating lease right-of-use asset, net 22,931 91,032
Equipment, net 31,642 32,256
Other assets 74,167 78,965
Total non-current assets 128,740 202,253
Total assets 5,487,259 $ 11,841,226
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses 7,542,077 $ 2,419,051
Current portion of operating lease liabilities 23,222 92,195
Royalty payable 1,494,228 1,114,403
Refunds payable 91,212 213,930
Chargebacks payable 225,786 118,288
Income tax payable 17,056 17,056
Note payable 35,000 35,000
Convertible note payables 9,675,000 9,175,000
Current portion of loan payables to shareholder 4,862,028 4,462,028
Note payables to related parties 169,400 1,247,011
Note payables 169,400 1,247,011
Total current liabilities 24,135,009 18,893,962
Total liabilities 24,135,009 18,893,962
Commitments and contingencies - -
Stockholders’ deficit
Preferred Stock - 0.0001 par value; 30,000,000 authorized shares; 500,000 shares issued and<br> outstanding at June 30, 2023 and December 31, 2022 50 50
Common Stock- 0.0001<br> par value; 300,000,000<br> authorized shares; 3,976,998<br> and 3,929,834 shares issued at June 30, 2023 and December 31, 2022, respectively 399 394
Additional paid-in-capital 3,158,803 2,966,162
Retained earnings (21,807,002 ) (10,019,342 )
Total stockholders’ deficit (18,647,750 ) (7,052,736 )
Total liabilities and stockholders’ deficit 5,487,259 $ 11,841,226

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
For the three months June 30, For the six months June 30,
2023 2022 2023 2022
Revenue
Product sales $ 6,283,490 $ 8,192,695 $ 12,846,527 $ 15,268,057
Service revenue 2,505,240 2,965,200 2,797,004 2,965,200
Rentals - 5,000 15,000 5,000
Total revenue 8,788,730 11,162,895 15,658,531 18,238,257
Cost of sales
Cost of sales 1,842,957 1,917,448 3,072,851 2,799,997
Cost of sales - other - 358 - 358
Total cost of sales 1,842,957 1,917,806 3,072,851 2,800,355
Gross profit 6,945,773 9,245,089 12,585,680 15,437,902
Operating expenses:
General and administrative 496,553 397,507 1,082,759 429,041
Advertising and marketing 6,596,172 11,969,603 16,651,676 17,213,281
Stock compensation for services 141,020 1,117,782 141,020 1,117,782
Transaction fees 673,578 572,345 1,084,846 586,826
Merchant fees 344,084 384,810 1,057,278 739,493
Royalty fees 95,197 232,121 379,825 232,121
Professional fees 580,960 623,482 1,120,117 667,982
Payroll and payroll taxes 735,918 63,249 2,071,845 133,671
Rent 44,733 37,136 85,792 80,393
Bad debt expense - - 232,374 -
Consulting fees, related party 3,000 32,500 10,000 32,500
Total operating expenses 9,711,215 15,430,535 23,917,532 21,233,090
Loss from operations (2,765,442 ) (6,185,446 ) (11,331,852 ) (5,795,188 )
Other income (expense)
Interest expense (230,133 ) (13,108 ) (455,760 ) (13,108 )
Other income - 57,756 - 57,756
Gain on disposal of assets - 28,397 - 28,397
Total other income (expense), net (230,133 ) 73,045 (455,760 ) 73,045
Loss before income taxes (2,995,575 ) (6,112,401 ) (11,787,612 ) (5,722,143 )
Income tax provision - (75,552 ) 48 6,402
Net loss $ (2,995,575 ) $ (6,036,849 ) $ (11,787,660 ) $ (5,728,545 )
Net loss per common share - basic and diluted $ (0.76 ) $ (5.65 ) $ (2.99 ) $ (3.13 )
Net loss per common share - basic $ (0.76 ) $ (5.65 ) $ (2.99 ) $ (3.13 )
Weighted average number of common shares 3,945,383 1,069,381 3,937,651 1,832,005
Weighted average number of common shares - basic 3,945,383 1,069,381 3,937,651 1,832,005

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 Capital Earnings Equity
Preferred Stock Common Stock Additional<br><br> <br>Pain-In Retained Total<br><br> <br>Stockholder’s
Shares Amount Shares Amount Capital Earnings Equity
Balance at December 31, 2022 500,000 $ 50 3,929,834 $ 394 - $ 2,966,162 $ (10,019,342 ) $ (7,052,736 )
Vybe deconsolidation - - - - 51,626 - 51,626
Issuance of common stock for services - - 47,164 5 141,015 - 141,020
Net loss - - - - - - (11,787,660 ) (11,787,660 )
Balance at June 30, 2023 (unaudited) 500,000 $ 50 3,976,998 $ 399 - $ 3,158,803 $ (21,807,002 ) $ (18,647,750 )
Shares Amount Shares Amount Capital Earnings Equity
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Preferred Stock Common Stock Additional Pain-In Retained Total<br><br> <br>Stockholder’s
Shares Amount Shares Amount Capital Earnings Equity
Balance at March 31, 2023 (unaudited) 500,000 $ 50 3,929,834 $ 394 - $ 2,966,162 $ (18,811,427 ) $ (15,844,821 )
Vybe deconsolidation - - - - 51,626 - 51,626
Issuance of common stock for services - - 47,164 5 141,015 - 141,020
Net loss - - - - - - (2,995,575 ) (2,995,575 )
Balance at June 30, 2023 (unaudited) 500,000 $ 50 3,976,998 $ 399 - $ 3,158,803 $ (21,807,002 ) $ (18,647,750 )

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 Earnings Equity
Common Stock Additional Total
Preferred Stock Common Stock Issuable Pain-In Retained Stockholder’s
Shares Amount Shares Amount Shares Amount Capital Earnings Equity
Balance at December 31, 2021 500,000 $ 50 3,496,150 $ 350 397,000 $ 40 $ 1,848,384 $ 4,664 $ 1,853,488
Issuance of common stock - - 97,000 10 (97,000 ) (10 ) - - -
Issuance of common stock issuable - - 300,000 30 (300,000 ) (30 ) - - -
Issuance of common stock for services - - 36,684 4 - - 1,117,778 - 1,117,782
Net loss - - - - - - - (5,728,545 ) (5,728,545 )
Balance at June 30, 2022 (unaudited) 500,000 $ 50 3,929,834 $ 394 - $ - $ 2,966,162 $ (5,723,881 ) $ (2,757,275 )
Shares Amount Shares Amount Capital Earnings Equity
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Preferred Stock Common Stock Additional<br><br> <br>Pain-In Retained Total<br><br> <br>Stockholder’s
Shares Amount Shares Amount Capital Earnings Equity
Balance at March 31, 2022 (unaudited) 500,000 $ 50 3,893,150 $ 390 - $ 1,848,384 $ 312,968 $ 2,161,792
Issuance of common stock for services - - 36,684 4 1,117,778 - 1,117,782
Net loss - - - - - - (6,036,849 ) (6,036,849 )
Balance at June 30, 2022 (unaudited) 500,000 $ 50 3,929,834 $ 394 - $ 2,966,162 $ (5,723,881 ) $ (2,757,275 )

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
For the six months ended June 30,
2023 2022
Cash flows from operating activities:
Net income (loss) $ (11,787,660 ) $ (5,728,545 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation 2,218 3,613
Common stock issued for professional fees 141,020 1,117,782
Deconsolidation 51,626 -
Changes in assets and liabilities:
Accounts receivables, net 481,651 50,480
Holdback receivables (1,282,509 ) (1,338,956 )
Inventories, net 1,298,821 (73,909 )
Due from related party (2,514 ) -
Other assets 4,798 (91,278 )
Accounts payable and accrued expenses 5,122,154 1,264,794
Refunds payable (122,718 ) 108,863
Royalty payable 379,825 232,121
Chargebacks payable 107,498 105,524
Income tax payable - -
Net cash provided by (used in) operating activities (5,605,790 ) (4,349,511 )
Cash flows from investing activities:
Purchases of equipment (1,604 ) -
Proceeds from disposition of asset - 28,397
Net cash used in financing activities (1,604 ) 28,397
Cash flows from financing activities:
Proceeds from borrowings 500,000 2,035,000
Proceeds from borrowings from shareholder 400,000 3,672,028
Proceeds from borrowings from related parties - 317,610
Settlement of debt (1,077,611 ) -
Net cash provided by (used in) financing activities (177,611 ) 6,024,638
Net increase(decrease) in cash (5,785,005 ) 1,703,524
Cash – beginning of period 5,843,323 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 $ - $ -

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. For the six months ended June 30, 2023, the Company required an allowance for doubtful accounts of $232,374.

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.

The

total holdback receivables balance reflects the 0 to 10% reserve on gross sales and additional reserves by the third-party processor for additional returns and chargebacks if needed. Based on aging of the holdback receivables, the Company has determined that an allowance for doubtful accounts of $1,300,855 or 55% of holdback receivables should be deemed uncollectible recorded as bad debt expense. Thus, the adjusted holdback receivables balance was $1,043,991 as of December 31, 2022. As of June 30, 2023, the holdback receivables balance was $2,326,500.

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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 $16,651,676 and $17,213,281 for the six months ended June 30, 2023 and 2022, respectively, and are included in operating expenses in the accompanying statement of income.

Equipment

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

Schedule of Equipment

June 30, December 31,
2023 2022
Machinery and equipment $ 39,067 $ 37,463
Total 39,067 37,463
Less: accumulated depreciation (7,425 ) (5,207 )
Total 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.

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

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

ServiceRevenue

Service revenue consists of digital marketing revenue.

Revenue related to digital marketing is recognized over time as services are provided to the customer. The Company sells digital marketing, digital and print design, social media marketing, and direct-to-consumer marketing and thus uses standalone selling prices as the basis for revenue. Payment for digital marketing services is typically received at the point when control transfers to the customer or in accordance with payment terms customary to the business. There was no deferred revenue related to services revenue as of June 30, 2023 and December 31, 2022.

Costof Sales

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

RefundsPayable

If

customers are not satisfied for any reason, they may request a full refund, processed to the original form of payment, within 30 days from the order date. If the order has already been shipped, the Company charges a 20% restocking fee. The Company’s estimate of the reserve is based upon the Company’s most historical experience of actual customer returns.

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.

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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 – Deconsolidation (Sale of 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 1,
2023
Total assets and liabilities deconsolidated for Vybe:
Total assets $ 1,156,733
Total liabilities (1,356,750 )
Net assets (liabilities) $ (241,365 )
Total due to and due from between Limitless X and Vybe before deconsolidation:
Due to Emblaze One, Inc. by Limitless X $ 1,167,011
Due from Vybe Labs, Inc. by Limitless X (1,356,750 )
Net due to (from) $ (189,739 )
Net amount of deconsolidation – Recorded as additional paid-in capital $ 56,626

Note4 – Fair Value Measurements

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

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

Note5 – Commitments and Contingencies

Commitments

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

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

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

Schedule of Lease Cost

2023 2022
For the six months ended
June 30,
2023 2022
Operating lease expense $ 69,054 $ 69,054
Total 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 the six months ended
June 30,
2023 2022
Operating cash flows from operating leases $ 69,927 $ 67,890
Cash paid for amounts included in the measurement of lease liabilities $ 69,927 $ 67,890
Weighted-average remaining lease term—operating leases 0.2 Years
Weighted-average discount 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 ending: Lease
2023 (remaining six months) $ 23,309
2024 -
2025 -
2026 -
2027 -
Total undiscounted cash flows $ 23,309
Reconciliation of lease liabilities:
Weighted-average remaining lease terms 0.2<br>Years
Weighted-average discount rate 3 %
Present values $ 23,222
Lease liabilities—current 23,222
Lease liabilities—long-term -
Lease liabilities—total $ 23,222
Difference 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.

Note6 – Debt

Notepayable

March1, 2021 – $35,000

On March 1, 2021, an individual loaned Prime Time Live, Inc. $35,000 in exchange for an unsecured promissory note that included interest at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before March 1, 2022. The maturity date was extended to May 31, 2023. Interest is due and payable on the first day of each month. As of 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 31,
2022
August 3, 2022 (5,000,000) 5,000,000 $ 5,000,000
August 3, 2022 (1,000,000) 1,000,000 1,000,000
August 22, 2022 (500,000) 500,000 500,000
September 22, 2022 (250,000) 250,000 250,000
September 25, 2022 (600,000) 600,000 600,000
September 25, 2022 (600,000) 600,000 600,000
September 29, 2022 (50,000) 50,000 50,000
September 29, 2022 (500,000) 500,000 500,000
October 10, 2022 (500,000) 500,000 500,000
October 13, 2022 (750,000) 75,000 75,000
October 13, 2022 (50,000) 50,000 50,000
October 14, 2022 (50,000) 50,000 50,000
January 4, 2023 (500,000) 500,000 -
Total convertible note payables (current) 9,675,000 $ 9,175,000

All values are in US Dollars.

From

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

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.

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Note7 – 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 3,976,998 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.

Note8 – Equity Based 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.

Stock Incentive Plans

Effective

January 15, 2020, the Company adopted its 2020 Stock Option and Award Plan (the “2020 Stock Incentive Plan”). Under the 2020 Stock Incentive Plan, the Board of Directors may grant options or purchase rights to purchase common stock to officers, employees, and other persons who provide services to the Company or any related company. The participants to whom awards are granted, the type of awards granted, the number of shares covered for each award, and the purchase price, conditions and other terms of each award are determined by the Board of Directors, except that the term of the options shall not exceed ten years. A total of 2,222 shares of the Company’s common stock is reserved for the 2020 Stock Incentive Plan. The shares issued for the 2020 Stock Incentive Plan may be either treasury or authorized and unissued shares. During the six months ended June 30, 2023 and 2022, the Company granted no options under the 2020 Stock Incentive Plan. As of June 30, 2023, there were no shares of common stock granted under the under the 2020 Stock Incentive Plan. On May 4, 2023, the Company terminated the 2020 Stock Incentive Plan.

Effective

August 9, 2022, the Company adopted its 2022 Incentive and Nonstatutory Stock Option Plan (the “2022 Stock Option Plan”). Under the 2022 Stock Option Plan, the Board of Directors may grant options to purchase common stock to officers, employees, and other persons who provide services to the Company. A total of 833,333 shares of the Company’s common stock is reserved for the 2022 Stock Option Plan. As of June 30, 2023, there have been no options to purchase shares of common stock granted under the 2022 Stock Option Plan.

Effective

August 9, 2022, the Company adopted its 2022 Restricted Stock Plan (the “2022 Restricted Stock Plan”). Under the 2022 Restricted Stock Plan, the Board of Directors may grant restricted stock to officers, directors, and key employees. A total of 833,333 shares of common stock is reserved for the 2022 Restricted Stock Plan. As of June 30, 2023, there have been no shares of common stock granted under the 2022 Restricted Stock Plan.

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Note9 – Related Party Transactions

ConsultingFees

During

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

The

Company was required to start paying all earned royalties to LPI, Smiles, Divatrim, and Amarose beginning on June 15, 2022. As of 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 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 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, respectively. Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $150,000, with proceeds to be used for working capital purposes. Beginning on June 1, 2022, the loan requires a payment of $12,910 per month which includes principal and interest with an interest rate of 6%. The total balance of principal and interest of $154,920 is due on May 1, 2023.

May8, 2022 – $550,000

On May 8, 2022, the Company executed loan documents for securing a loan of $550,000 from a shareholder. As of June 30, 2023 and December 31, 2022, the balance was $550,000 and $550,000, respectively. Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $550,000, with proceeds to be used for working capital purposes. Beginning on June 1, 2022, the loan requires a payment of $47,337 per month which includes principal and interest with an interest rate of 6%. The total balance of principal and interest of $568,038 is due on May 1, 2023.

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, respectively. Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $1,100,000, with proceeds to be used for working capital purposes. Interest began accruing at the rate of 8.5% on June 17, 2022.

May18, 2022 – $450,000

On May 18, 2022, the Company executed loan documents for securing a loan of $450,000 from a shareholder. As of June 30, 2023 and December 31, 2022, the balance was $450,000 and $450,000, respectively. Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $450,000, with proceeds to be used for working capital purposes. Interest began accruing at the rate of 8.5% on June 19, 2022.

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June1, 2022 – $500,000

On June 1, 2022, the Company executed loan documents for securing a loan of $500,000 from a shareholder. As of June 30, 2023 and December 31, 2022, the balance was $500,000 and $500,000, respectively. Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $500,000, with proceeds to be used for working capital purposes. Beginning on August 1, 2022, the loan requires a payment of $43,494 per month which includes principal and interest with an interest rate of 8%. The total balance of principal and interest of $521,931 is due on July 1, 2023.

June30, 2022 – $922,028

On June 30, 2022, the Company executed loan documents for securing a loan of $922,028 from a shareholder. As of June 30, 2023 and December 31, 2022, the balance was $922,028 and $922,028, respectively. Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $922,028, with proceeds to be used for working capital purposes. Beginning on August 1, 2022, the loan requires a payment of $80,206 per month which includes principal and interest with an interest rate of 8%. The total balance of principal and interest of $962,469 is due on August 1, 2023.

August25, 2022 – $290,000

On

August 25, 2022, the Company executed standard loan documents for securing a loan of $290,000 from a shareholder due on demand. As of June 30, 2023 and December 31, 2022, the balance was $290,000 and $290,000, respectively. Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $290,000 to be used for working capital purposes and with an interest rate of 10%.

November15, 2022 – $450,000

On

November 15, 2022, the Company executed loan documents for securing a loan of $450,000 from a shareholder due on demand. As of June 30, 2023 and December 31, 2022, the balance was $450,000 and $450,000, respectively. Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $450,000 to be used for working capital purposes and with an interest rate of 10%.

May16, 2023 – $150,000

On

May 16, 2023, the Company executed loan documents for securing a loan of $150,000 from a shareholder due on demand. As of June 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%.

May18, 2023 – $50,000

On

May 18, 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 $50,000 to be used for working capital purposes and with an interest rate of 10%.

June5, 2023 – $150,000

On

June 5, 2023, the Company executed loan documents for securing a loan of $150,000 from a shareholder due on demand. As of June 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 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 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 and $237,610, respectively.

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

On

June 1, 2023, the Company entered into an Agreement for Purchase and Sale of Stock with Emblaze One, Inc., a Nevada corporation, wherein the Company sold all 5,000 of its shares of common stock of its wholly owned subsidiary, Vybe Labs, Inc., a Delaware corporation as full payment and settlement of a debt in the in the principal amount of $237,610 owed by the Company to Emblaze.

May10, 2022 - $12,500

On May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $12,500 in exchange for a promissory note that includes interest at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before May 10, 2023. Interest began accruing at the rate of 10% on May 10, 2022. As of June 30, 2023 and December 31, 2022, the balance was $12,500 and $12,500, respectively.

May10, 2022 - $12,500

On May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $12,500 in exchange for a promissory note that includes interest at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before May 10, 2023. Interest began accruing at the rate of 10% on May 10, 2022. As of June 30, 2023 and December 31, 2022, the balance was $12,500 and $12,500, respectively.

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May10, 2022 - $20,000

On May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $20,000 in exchange for a promissory note that included interest at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before May 10, 2023. Interest began accruing at the rate of 10% on May 10, 2022. As of June 30, 2023 and December 31, 2022, the balance was $20,000 and $20,000, respectively.

May31, 2022 - $5,000

On May 31, 2022, a related party of the Company loaned Prime Time Live, Inc. $5,000 in exchange for a promissory note that included interest at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before May 31, 2023. Interest began accruing at the rate of 10% on May 31, 2022. As of June 30, 2023 and December 31, 2022, the balance was $5,000 and $5,000, respectively.

May31, 2022 - $15,000

On May 31, 2022, a related party of the Company loaned Prime Time Live, Inc. $15,000 in exchange for a promissory note that included interest at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before May 31, 2023. Interest will began accruing at the rate of 10% on May 31, 2022. As of June 30, 2023 and December 31, 2022, the balance was $15,000 and $15,000, respectively.

June9, 2022 - $15,000

On May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $15,000 in exchange for a promissory note that included interest at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before May 10, 2023. Interest began accruing at the rate of 10% on May 10, 2022. As of June 30, 2023 and December 31, 2022, the balance was $15,000 and $15,000, respectively.

December31, 2022 - $929,401

On

December 31, 2022, the Company executed loan documents for securing a loan of $929,401 from Emblaze One, a company owned by a shareholder. As of June 30, 2023 and December 31, 2022, the balance was $0 and $929,401, respectively.

Pursuant

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

On

June 1, 2023, the Company entered into an Agreement for Purchase and Sale of Stock with Emblaze One, Inc., a Nevada corporation, wherein the Company sold all 5,000 of its shares of common stock of its wholly owned subsidiary, Vybe Labs, Inc., a Delaware corporation as full payment and settlement of a debt in the in the principal amount of $237,610 owed by the Company to Emblaze.

June30, 2023 - $89,400

On

June 30, 2023, the Company executed loan documents for securing a loan of $89,400 from Emblaze One, a company owned by a shareholder a shareholder due on demand. As of June 30, 2023, the balance was $89,400.

Pursuant

to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $89,400 with an interest rate of 10% due on demand.

Note10 – Subsequent Events

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.

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ITEM

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

Forward-LookingStatements and Associated Risks.

ThisForm 10-Q 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 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

For the three months ended June 30, Changes
2023 2022
Amount % of Sales Amount % of Sales Amount %
Revenue
Product sales $ 6,283,490 71 % $ 8,192,695 73 % $ (1,909,205 ) -23 %
Service revenue 2,505,240 29 % 2,965,200 27 % (459,960 ) -16 %
Rentals - 0 % 5,000 0 % (5,000 ) -100 %
Total revenue 8,788,730 100 % 11,162,895 100 % (2,374,165 ) -21 %
Cost of sales
Cost of sales 1,842,957 21 % 1,917,448 17 % (74,491 ) -4 %
Cost of sales - other - 0 % 358 0 % (358 ) -100 %
Total cost of sales 1,842,957 21 % 1,917,806 17 % (74,849 ) -4 %
Gross profit 6,945,773 79 % 9,245,089 83 % (2,299,316 ) -25 %
Operating expenses:
General and administrative 496,553 6 % 397,507 4 % 99,046 25 %
Advertising and marketing 6,596,172 75 % 11,969,603 107 % (5,373,431 ) -45 %
Stock compensation for services 141,020 2 % 1,117,782 10 % (976,762 ) -87 %
Transaction fees 673,578 8 % 572,345 5 % 101,233 18 %
Merchant fees 344,084 4 % 384,810 3 % (40,726 ) -11 %
Royalty fees 95,197 1 % 232,121 2 % (136,924 ) -59 %
Professional fees 580,960 7 % 623,482 6 % (42,522 ) -7 %
Payroll and payroll taxes 735,918 8 % 63,249 1 % 672,669 1064 %
Rent 44,733 1 % 37,136 0 % 7,597 20 %
Bad debt expense - 0 % - 0 % - N/A
Consulting fees, related party 3,000 0 % 32,500 0 % (29,500 ) -91 %
Total operating expenses 9,711,215 110 % 15,430,535 138 % (5,719,320 ) -37 %
Income (loss) from operations (2,765,442 ) -31 % (6,185,446 ) -55 % 3,420,004 -55 %
Other income (expense)
Interest expense (230,133 ) -3 % (13,108 ) 0 % (217,025 ) 1656 %
Other income - 0 % 57,756 1 % (57,756 ) -100 %
Gain on disposal of assets - 0 % 28,397 0 % (28,397 ) -100 %
Total other income (expense), net (230,133 ) -3 % 73,045 1 % (303,178 ) -415 %
Income (loss) before income taxes (2,995,575 ) -34 % (6,112,401 ) -55 % 3,116,826 -51 %
Income tax provision - 0 % (75,552 ) -1 % 75,552 N/A
Net income (loss) $ (2,995,575 ) -34 % $ (6,036,849 ) -54 % $ 3,041,274 -50 % 
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ProductSales - Our product sales decreased by 23% to $6.3 million for the three months ended June 30, 2023 as compared to $8.2 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.

ServiceRevenue - Our service revenue decreased by $459,960 to $2.5 million for the three months ended June 30, 2023 as compared to $3.0 for the three months ended June 30, 2022. Our service revenue decrease was primarily due to a shift in or marketing strategies.

Costof Sales - Our cost of sales decreased from $1.9 million, 17% of sales in the three months ended June 30, 2022, to $1.8 million, 21% 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 $6.9 million compared to $9.2 million for the three months ended June 30, 2022. The decrease in gross profit of $2.3 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 $9.7 million in operating expenses compared to $15.4 million for the three months ended June 30, 2022. The decrease of $8.4 million in operating expenses was primarily due to advertising, marketing, payroll, transaction fees, merchant fees, and royalty fees.

● Our<br> advertising and marketing expense decreased by $5.4 million due to a shift in marketing strategies from relying on performance marketers<br> and celebrity endorsements.
● The<br> increase in transaction payroll is related to accruals of unpaid salaries.
● The<br> increase in transaction fees and merchant fees are directly related to the increased number of transactions during the three months<br> ended June 30, 2023.
● Beginning<br> on April 1, 2022, we began accruing royalties of 4.0% of gross sales (excluding returns, chargebacks, and other such<br>allowances) pursuant to the manufacturing and distributorship license agreements. During the three months ended June 30, 2023, the royalty fees decreased<br> by $136,924 from the three months ended June 30, 2022. 
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Forthe Six Months Ended June 30, 2023 Compared to the Six Months Ended June 30, 2022

For the six months ended June 30, Changes
2023 2022
Amount % of Sales Amount % of Sales Amount %
Revenue
Product sales $ 12,846,527 82 % $ 15,268,057 98 % $ (2,421,530 ) -16 %
Service revenue 2,797,004 18 % 2,965,200 19 % (168,196 ) -6 %
Rentals 15,000 0 % 5,000 0 % 10,000 200 %
Total revenue 15,658,531 100 % 18,238,257 116 % (2,579,726 ) -14 %
Cost of sales
Cost of sales 3,072,851 20 % 2,799,997 18 % 272,854 10 %
Cost of sales - other - 0 % 358 0 % (358 ) -100 %
Total cost of sales 3,072,851 20 % 2,800,355 18 % 272,496 10 %
Gross profit 12,585,680 80 % 15,437,902 99 % (2,852,222 ) -18 %
Operating expenses:
General and administrative 1,082,759 7 % 429,041 3 % 653,718 152 %
Advertising and marketing 16,651,676 106 % 17,213,281 110 % (561,605 ) -3 %
Stock compensation for services 141,020 1 % 1,117,782 7 % (976,762 ) -87 %
Transaction fees 1,084,846 7 % 586,826 4 % 498,020 85 %
Merchant fees 1,057,278 7 % 739,493 5 % 317,785 43 %
Royalty fees 379,825 2 % 232,121 1 % 147,704 64 %
Professional fees 1,120,117 7 % 667,982 4 % 452,135 68 %
Payroll and payroll taxes 2,071,845 13 % 133,671 1 % 1,938,174 1450 %
Rent 85,792 1 % 80,393 1 % 5,399 7 %
Bad debt expense 232,374 1 % - 0 % 232,374 N/A
Consulting fees, related party 10,000 0 % 32,500 0 % (22,500 ) -69 %
Total operating expenses 23,917,532 153 % 21,233,090 136 % 2,684,442 13 %
Income (loss) from operations (11,331,852 ) -72 % (5,795,188 ) -37 % (5,536,664 ) 96 %
Other income (expense)
Interest expense (455,760 ) -3 % (13,108 ) 0 % (442,652 ) 3377 %
Other income - 0 % 57,756 0 % (57,756 ) -100 %
Gain on disposal of assets - 0 % 28,397 0 % (28,397 ) -100 %
Total other income (expense), net (455,760 ) -3 % 73,045 0 % (528,805 ) -724 %
Income (loss) before income taxes (11,787,612 ) -75 % (5,722,143 ) -37 % (6,065,469 ) 106 %
Income tax provision 48 0 % 6,402 0 % (6,354 ) N/A
Net income (loss) $ (11,787,660 ) -75 % $ (5,728,545 ) -37 % $ (6,059,115 ) 106 % 
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ProductSales - Our product sales decreased by 16% to $12.8 million for the six months ended June 30, 2023 as compared from $15.3 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.

ServiceRevenue - Our service revenue decreased by $168,196 to $2.8 million for the six months ended June 30, 2023 as compared to $3.0 million for the six months ended June 30, 2022. Our service revenue decrease was primarily due to a shift in our marketing strategies.

Costof Sales - Our cost of sales increased from $2.8 million, 18% of sales for the six months ended June 30, 2022, to $3.1 million, 20% 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.

● For<br> the six months ended June 30, 2023, the average rate of return was 23%. Historically, the average return period is about two weeks<br> from the sale of a product for the current period. For the six months ended June 30, 2023, the Company determined the refund reserve<br> to be $91,212 by using the last two weeks of sales of the period of $398,972 with the average rate of return of 23% for the six months<br> ended June 30, 2023.
● For<br> the six months ended June 30, 2023, the average rate of chargebacks is 57%. Historically, the average chargeback period coincided<br> with the return period and is about two weeks. For the six months ended June 30, 2023, the Company determined the chargeback reserve<br> to be $225,786 by using the last two weeks of sales of the period of $398,972 with the average rate of chargebacks of 57% for the<br> six months ended June 30, 2023.

GrossProfit - Gross profit for the six months ended June 30, 2023 was $12.6 million compared to $15.4 million for the six months ended June 30, 2022. The decrease in gross profit of $2.9 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 $23.9 million in operating expenses compared to $21.2 million for the six months ended June 30, 2022. The increase of $2.8 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 $561,605 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 in transaction fees and merchant fees are directly related to the increased number of transactions during the six months<br> ended June 30, 2023.
● The<br> increase of $232,374 in bad debt expense was due to accounts receivable being deemed uncollectible.
● Beginning on April 1, 2022, we began accruing royalties of 4.0% of gross<br>sales (excluding returns, chargebacks, and other such allowances) pursuant to manufacturing and distributorship license agreements. During<br>the three months ended June 30, 2023, the royalty fees increased by $147,704 from the six months ended June 30, 2022.

LIQUIDITY

AND CAPITAL RESOURCES

OperatingActivities

During the six months ended June 30, 2023, net cash used in operating activities was $5.6 million. The cash used in operating activities was primarily due to net loss and timing of settlement of assets and liabilities.

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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 $177,611. This amount was incurred by increased borrowings from investors and settlement of debt related to the Vybe Sale.

OffBalance Sheet Arrangements

None.

ITEM

  1. 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

  1. 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

  1. 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 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

  1. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM

  1. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM

  1. MINE SAFETY DISCLOSURE

Not Applicable.

ITEM

  1. OTHER INFORMATION

Not Applicable.

ITEM

  1. EXHIBITS

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

31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
32.1 Certification of Chief Executive Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS Inline<br> XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded<br> within 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> August 14, 2023 By: /s/ Jaspreet Mathur
Jaspreet<br> Mathur
(Chief<br> Executive Officer,
Principal<br> Executive Officer)
Dated:<br> August 14, 2023 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 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> August 14, 2023

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 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> August 14, 2023

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 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: August 14, 2023

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 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: August 14, 2023

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