Limitless X Holdings Inc 10-Q for FY2026 Q1
Limitless X Holdings Inc. (LIMX)
About this 10-Q
Limitless X Holdings Inc filed this 10-Q on June 26, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $77.57K
- down 69.2% from $251.94K a year earlier
- Net loss
- $28.87M
- compared with a net loss of $34.62M a year earlier
- Diluted EPS
- -$1.61
- compared with -$2.68 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Mark One)
For
the quarterly period ended
For the transition period from __________ to ___________
Commission
file number:
(Exact name of registrant as specified in its charter)
| (State of Incorporation) | (IRS Employer ID Number) |
(Address of Principal Executive Offices)
(Registrant’s Telephone number)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name 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.
| ☒ | 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).
| ☒ | 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 filer | ☐ | 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 June 24, 2026, there were shares of the registrant’s common stock, $ par value, issued and outstanding.
TABLE OF CONTENTS
| i |
LIMITLESS X HOLDINGS INC.
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
LIMITLESS X HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Inventories | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Loan receivable | ||||||||
| Total current assets | ||||||||
| Non-Current Assets: | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right-of-use asset | ||||||||
| Other assets | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accrued interest | ||||||||
| Refunds and chargeback payable | ||||||||
| Note payable | ||||||||
| Notes payable to shareholder | ||||||||
| Notes payable to related parties | ||||||||
| Notes payable | ||||||||
| Convertible
notes payable, net of debt discount of $ | ||||||||
| Loans payable | ||||||||
| Current portion of operating lease liabilities | ||||||||
| Total current liabilities | ||||||||
| Operating lease liabilities, less current portion | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Preferred Stock B - $ par value; authorized shares; shares issued and outstanding, respectively | ||||||||
| Stockholders’ deficit | ||||||||
| Preferred Stock A - $ par value; authorized shares; shares issued and outstanding | ||||||||
| Preferred Stock C - $ par value; authorized shares; shares issued and outstanding | ||||||||
| Preferred Stock D - $ par value; authorized shares; shares issued and outstanding and none, respectively | ||||||||
| Preferred Stock, value | ||||||||
| Common Stock- $ par value; authorized shares; shares and shares issued and outstanding, respectively | ||||||||
| Common stock issuable, shares and , respectively | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 1 |
LIMITLESS X HOLDINGS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| 2026 | 2025 | |||||||
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net Revenue | ||||||||
| Product sales | $ | $ | ||||||
| Total net revenue | ||||||||
| Cost of Revenue | ||||||||
| Cost of revenue | ||||||||
| Total cost of sales | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| General and administrative | ||||||||
| Advertising and marketing | ||||||||
| Salaries and compensation | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Loss from conversion of Preferred C to Preferred D | ( | ) | ||||||
| Gain (Loss) on debt settlement | ( | ) | ||||||
| Total other income (expense), net | ( | ) | ( | ) | ||||
| Loss before income tax provision | ( | ) | ( | ) | ||||
| Income tax provision | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Earnings (Loss) Per Share: | ||||||||
| Net loss per common share - basic and diluted | $ | ) | $ | ) | ||||
| Weighted average number of common shares - basic and diluted | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 2 |
LIMITLESS X HOLDINGS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
| Preferred Stock B | Preferred Stock C | Preferred Stock A | Preferred Stock C | Preferred Stock D | Common Stock | Common Stock Issuable | Additional Paid-In | Accumulated | Total Stockholder’s | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital |
deficit |
Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Employee stock compensation expense - issued from common stock issuable | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock compensation for consulting services - issued from common stock issuable | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock compensation for consulting services - common stock issuable | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of accrued wages to common stock | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock compensation for consulting services - common stock issuable | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of preferred stock C to preferred D stock | - | - | - | ( | ) | ( | ) | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Additional paid-in capital and retained earnings contribution from related party subsidiary contribution | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Salaries conversion to common stock | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuances of common stock to board of directors for services - conversion from accrued compensation | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuances of common stock to board of directors for services | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Consulting services - issuance of common stock | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock grants | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuances of stock options | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of notes payable to shareholder to preferred stock C | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of notes payable to shareholder to preferred stock C | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of notes payable to related parties to preferred stock C | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of preferred stock C for services | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of vendor accounts payable to preferred stock C | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuances of preferred stock C for compensation | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of notes payable to shareholder to preferred stock D | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of notes payable to shareholder to preferred stock D | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issuable for borrowings from shareholder | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Loss | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
LIMITLESS X HOLDINGS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Amortization of debt discount | ||||||||
| Salaries conversion to common stock | ||||||||
| Gain (Loss) on debt settlement | ||||||||
| Loss from conversion of Preferred C to Preferred D | ||||||||
| Stock compensation expense by issuance of Preferred C | ||||||||
| Issuances of common stock to board of directors for services - conversion from accrued compensation | ||||||||
| Issuances of common stock to board of directors for services | ||||||||
| Consulting services - issuance of common stock | ||||||||
| Restricted stock grants | ||||||||
| Stock option expense | ||||||||
| Stock compensation for consulting services - common stock issuable | ||||||||
Stock issued for borrowings | ||||||||
| Lease accretion | ||||||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivables, net | ||||||||
| Inventories | ( | ) | ( | ) | ||||
| Prepaid expenses | ( | ) | ||||||
| Other assets | ( | ) | ||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Royalty payable | ||||||||
| Refunds and chargeback payable | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | ( | ) | ||||||
| Loan provided under loan receivable | ( | ) | ||||||
| Net cash provided by investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from convertible debt | ( | ) | ||||||
| Proceeds from borrowings from stockholder | ||||||||
| Proceeds from borrowings from related parties | ||||||||
| Proceeds from borrowings from loans payable | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Net increase(decrease) in cash | ( | ) | ||||||
| Cash – beginning of period | ||||||||
| Cash – end of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information | ||||||||
| Cash paid during the periods for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Conversion of accrued salaries to common stock | $ | $ | ||||||
| Conversion of loans payable and accrued interest to stockholder to Preferred C Shares | $ | $ | ||||||
| Conversion of loans payable and accrued interest to related parties to Preferred C Shares | $ | $ | ||||||
| Conversion of loans payable and accrued interest to stockholder to Preferred D Shares | $ | $ | ||||||
| Net assets acquired from common control acquisition | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
LIMITLESS X HOLDINGS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – 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 eleven shareholders (the “LimitlessX Acquisition”). The parties completed and closed the LimitlessX Acquisition on May 20, 2022 by issuing an aggregate of 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 shares of common stock to the LimitlessX shareholders pro rata to their interests approximately nine 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, shares of Bio Lab’s Class A Preferred Convertible Stock, which at all times have a number of votes equal to % 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 Delaware corporation building a diversified ecosystem across health, wellness, entertainment, and media-driven brand development. As of June 1, 2026, the Company conducts business through four wholly owned subsidiaries: Limitless X, Inc., Limitless Films, Inc., Limitless Entertainment Group, Inc., and BodyCor, Inc.
Through Limitless X, Inc., the Company operates a direct-to-consumer e-commerce platform supporting a portfolio of health, wellness, and consumer packaged goods. Online sales are conducted through the Company’s owned and operated e-commerce platform, and order management, shipping, and logistics are coordinated internally through third-party technology tools. The Company’s current primary focus remains direct-to-consumer product sales, with larger-scale offline distribution and centralized warehousing not yet implemented.
For the periods presented, the Company’s net revenue consisted of product sales. The Company’s current business activities include direct-to-consumer sales of dietary supplements and consumer packaged goods; film and television development, packaging, financing and monetization; professional boxing and combat sports initiatives; and technology-enabled wellness initiatives, including AI-assisted digital wellness tools and the integration of DING under BodyCor.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited interim consolidated financial statements as of and for the three months ended March 31, 2026 and 2025 have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q. Accordingly, they do not include all of the information and notes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. All intercompany balances and transactions have been eliminated in consolidation. Operating results for the three months ended March 31, 2026 and 2025 are not necessarily indicative of the results that may be expected for any future periods or the year ending December 31, 2026. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“2026 10-K”) filed with the Securities and Exchange Commission (“SEC”) on April 15, 2026.
| 5 |
Going Concern
The
accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates,
among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated
deficit of approximately $
To support our existing and planned business model, the Company needs to raise additional capital to fund our future operations. The Company has not experienced any difficulty in raising funds through loans and has not experienced any liquidity problems in settling payables in the normal course of business and repaying loans when they fall due. Successful renewal of our loans, however, is subject to numerous risks and uncertainties. In addition, the increasingly competitive industry conditions under which we operate may negatively impacted our results of operations and cash flows. Additional debt financing is anticipated to fund the Company’s operations in near future. However, there are no current agreements or understandings with regard to the form, time or amount of such financing and there is no assurance that any of this financing can be obtained or that the Company can continue as a going concern.
Acquisition of Remaining Ownership Interest in Limitless Film, Inc.
On
January 1, 2026, Limitless Holdings, Inc. (the “Company”) acquired the remaining 80% ownership interest in Limitless Entertainment
Group, Inc. (“LEG”) and Limitless Film, Inc. (“Limitless Film”) from EM1 Capital, Inc. (“EM1”) for
nominal consideration of $1. Prior to the transaction, the Company owned 20% of the outstanding common stock of LEG. EM1 is controlled
by the Company’s majority shareholder. As a result, the transaction was determined to be a transfer of equity interests between
entities under common control. Accordingly, the transaction was accounted for pursuant to ASC 805-50, Business Combinations – Related
Issues. Under ASC 805-50, assets and liabilities transferred between entities under common control are recognized at their historical
carrying values and no step-up to fair value, goodwill, or bargain purchase gain is recognized. The difference between the consideration
transferred and the historical carrying value of the net assets acquired was recorded as an adjustment to additional paid-in capital
within stockholders’ equity. Following completion of the transaction, the Company owns
As
a result of this transaction, the Company recorded a reduction of $
Principles of 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., Limitless Film, Inc. (became wholly owned subsidiary effective January 1, 2026), and Limitless Entertainment Group, Inc. (became wholly owned subsidiary effective January 1, 2026) and Prime Time Live, Inc. (collectively, the “Company”). All intercompany balances have been eliminated during consolidation.
Use of 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.
Segment Reporting
Operating segments comprised of the components of an entity in which separate information is available for evaluation by the Company’s chief operating decision maker, or group of decision makers, in determining how to allocate resources in evaluating performance. The Company consists of a single reporting segment providing direct to consumer e-commerce services for the Company’s health and wellness products, with a primary emphasis on dietary supplements. The Company’s current lead products are NZT-48, NZT-48 Lions mane, NZT-48 For Her and Oneshot Nootropic Pre-Workout.
The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The accounting policies of the direct-to-consumer ecommerce services segment are as described in the summary of significant accounting policies. The CODM evaluates the performance of the direct-to-consumer ecommerce services segment based on the Company’s net income (loss) as reported in the Statements of Operations. The Company’s segment assets are reported on the Balance Sheets.
The CODM reviews performance based on gross profit, operating profit, net earnings, and net earnings. Operating profit is reviewed to monitor the operating and administrative expenses of the Company. Profitability is important to the Company’s ability to grow and expand operations and strategic initiatives. The Company does not have any operations or sources of revenue outside of the United States. The Company does not have any customer representing more than 10% of total revenues for any period presented. Accordingly, the CODM considers the revenue, operating expenses, and other income (expenses) of our single operating segment as reported on the statement of operations and considers our current and total assets as recorded on the balance sheet. There are no additional expense or asset information that are supplemental to those disclosed in these consolidated financial statements that are regularly provided to the CODM.
| 6 |
Cash and 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”).
Concentration of Credit Risk
The Company offers its products and services to a large number of customers. The risk of non-payment by these customers is considered minimal and the Company does not generally obtain collateral for sales. The Company continually monitors the credit standing of its customers.
Accounts Receivable, 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.
Holdback Receivables
The Company primarily sells its products online through a direct-to-consumer ecommerce model. In 2024, the Company began shifting away from third-party affiliate marketers toward in-house sales through digital marketing, including strategic advertisement placements, social media, and influencer-driven marketing. Influencers and other marketing partners may be activated on a campaign-by-campaign basis and compensation through performance-based commissions tied to measurable sales outcomes. 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
Inventories
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.
Advertising and Marketing
Advertising
and marketing costs are charged to expense as incurred. Advertising and marketing costs were $
| 7 |
Revenue Recognition
| ● | Product Sales | |
| The Company recognizes revenue when performance obligations under the terms of a contract with a 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. This generally occurs when the product is delivered to or picked up by the customer based on applicable shipping terms, which is typically within 15 days. Revenue is measured as the amount of consideration expected to be received in exchange for fulfilled product orders. | ||
| Customer remedies for defective or non-conforming products may include a refund or exchange. As a result, the right of return is estimated and recorded as a reduction in revenue at the time of sale, if necessary. | ||
| The Company’s customer contracts identify product quantity, price, and payment terms. Payment terms are granted consistent with industry standards. Although some payment terms may be extended, the majority of the Company’s payment terms are less than 30 days. As a result, revenue is not adjusted for the effects of a significant financing component. Amounts billed and due from customers are classified as Accounts Receivables on the Balance Sheet. | ||
| The Company utilizes third-party contract manufacturers for the manufacture of its products. The Company has evaluated whether it is the principal or agent in these relationships. The Company has determined that it is the principal in all cases as it retains the responsibility for fulfillment and risk of loss, as well as for establishing the price. | ||
| In accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, the Company has elected the practical expedient to expense the incremental costs to obtain a contract, because the amortization period would be less than one year, and the practical expedient for shipping and handling costs. Shipping and handling costs incurred to deliver products to customers are accounted for as fulfillment activities, rather than a promised service, and as such are included in Cost of Goods Sold in the Statements of Operations. | ||
| ● | Service Revenue | |
| 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. |
Cost of 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.
| 8 |
Refunds Payable
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
Chargebacks Payable
Once customers successfully dispute chargebacks with the payment processor, the Company returns such funds to the payment processor to return to the customer.
Income Taxes
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 upon 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
The Company accounts for equity-based payment accruals under authoritative guidance as set forth in the Topics of the ASC. The guidance requires all equity-based payments to employees and non-employees, including grants of employee and non-employee stock options and warrants, to be recognized in the consolidated financial statements based at their fair values. The Company applies the provisions of ASC 718, “Compensation - Stock Compensation,” using a modified prospective application, and the Black-Scholes model to value stock options. Under this application, the Company records compensation expense for all awards granted. Compensation costs will be recognized over the period that an employee provides service in exchange for the award. During the three months ended March 31, 2026, the Company did not grant any shares under the 2020 Stock Option, and 2022 Restricted Stock Plan.
General Concentrations 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 inventories from a few suppliers, and the Company’s one largest supplier accounted for
The
Company purchases inventories from a few suppliers, and the Company’s one largest supplier accounted for
Operating Lease
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 month-to-month lease as of March 31, 2026.
| 9 |
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 1. | Observable inputs such as quoted prices in active markets; | |
| Level 2. | Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | |
| Level 3. | Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. |
The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. There were no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. There have been no transfers between levels.
Basic net earnings per share of common stock are computed by dividing net earnings available to common shareholders by the weighted-average number of common stock shares (Common Shares) outstanding during the period. Diluted net earnings per Common Share are determined using the weighted-average number of Common Shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.
The dilutive effect of outstanding stock options and warrants is reflected in diluted earnings per share by application of the treasury stock method. The dilutive effect of outstanding convertible securities is reflected in diluted earnings per share by application of the if-converted method.
Recent Accounting Pronouncements
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures-In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (“CODM”). The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company adopted the ASU beginning with its Form 10-K for the year ended December 31, 2024. However, the adoption of the new standard did not have a material impact on the requisite disclosure in its financial statements.
| 10 |
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which is intended to improve disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. Such information should allow investors to better understand an entity’s performance, assess future cash flows, and compare performance over time and with other entities. The amendments will require public business entities to disclose in the notes to the financial statements, at each interim and annual reporting period, specific information about certain costs and expenses, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each expense caption presented on the face of the income statement, and the total amount of an entity’s selling expenses. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and may be applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.
NOTE 3 – LOAN RECEIVABLE
Loan receivable of $
NOTE 4 – OTHER ASSETS
Other assets primarily consist of deposit on facility lease.
NOTE 5 – ROYALTY PAYABLES
Limitless
Performance Inc. (“LPI”), SMILZ INC. (“Smiles”), DIVATRIM INC. (“Divatrim”), and AMAROSE INC. (“Amarose,”
and collectively with LPI, Smiles, and Divatrim, the “Licensors”) are all companies at least 50% owned by a shareholder of
the Company. On December 1, 2021, the Company entered into manufacturing and distributorship license agreements (each, a “License
Agreement”) with each of the Licensors to distribute each of the Licensors’ respective products and for payments to such
Licensor for its product designs and distribution rights. Pursuant to the License Agreements, and each of them, the Company agreed to
pay to such Licensors royalty payments equal to
On October 1, 2023, the Company terminated each of the License Agreements; however, the Company maintained its license for NZT-48 with LPI, which was subsequently amended (the “LPI License Agreement”).
The
Company was required to start paying all earned royalties under the License Agreements beginning on June 15, 2022. As of October 1, 2023,
the royalty payable was $
In
September 2025, the Company entered into an amendment, to the LPI License Agreement under which it waived payment of all royalties due
under the License Agreement through September 30, 2025, totaling $
As
of March 31, 2026, and December 31, 2025, royalty payables were $ and $
| 11 |
NOTE 6 – NOTE PAYABLE
On
March 1, 2021, an individual loaned Prime Time Live, Inc. $
Notes payable to shareholders consisted of the following:
SCHEDULE OF NOTES PAYABLE TO SHAREHOLDER
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| January 1, 2026 ($) – Limitless X Holdings | $ | $ | ||||||
| January 1, 2026 ($) – Limitless Entertainment | ||||||||
| Total notes payable to stockholder (current) | $ | $ | ||||||
January 1, 2026 – $137,500
On January 1, 2026, the Company entered into a Loan Authorization and Agreement for a loan of $ from a shareholder, the proceeds of which were to be used for working capital purposes. The loan has an interest rate of % per annum and is due on demand.
January 1, 2026 – $120,000
On January 1, 2026, the Company entered into a Loan Authorization and Agreement for a loan of $ from a shareholder, the proceeds of which were to be used for working capital purposes. The loan has an interest rate of % per annum and is due on demand.
NOTE 8 – NOTES PAYABLE TO RELATED PARTIES
Notes payable to related parties consisted of the following:
SCHEDULE OF NOTES PAYABLE TO RELATED PARTIES
| March 31, 2026 | December 31, | |||||||
| 2026 | 2025 | |||||||
| May 10,
2022 ($ | $ | $ | ||||||
| May 10, 2022 ($ | ||||||||
| May 10, 2022 ($ | ||||||||
| May 31, 2022 ($ | ||||||||
| May 31, 2022 ($ | ||||||||
| June 9, 2022 ($ | ||||||||
| June and July 2025 (others) | ||||||||
| January 1, 2026 ($ | ||||||||
| Total notes payable to related parties (current), net of debt discount. | $ | $ | ||||||
| ● | May 10, 2022 - $12,500 | |
| On
May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $ |
| 12 |
| ● | May 10, 2022 - $12,500 | |
| On
May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $ |
| ● | May 10, 2022 - $20,000 | |
| On
May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $ |
| ● | May 31, 2022 - $5,000 | |
| On
May 31, 2022, a related party of the Company loaned Prime Time Live, Inc. $ |
| ● | May 31, 2022 - $15,000 | |
| On
May 31, 2022, a related party of the Company loaned Prime Time Live, Inc. $ |
| ● | June 9, 2022 - $15,000 | |
| On
June 9, 2022, the Company loaned share holder of the company $ |
| ● | March 24, 2025 - $163,515 | |
| On
March 24, 2025, Emblaze One, a company owned by the shareholder of the company, a related party, provided $ |
| ● | July 2025 - $234,092 | |
| In
July 2025, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $ |
| ● | January 2026 - $1,000,000 | |
| In
January 2026, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $ |
| 13 |
NOTE 9 – LOANS PAYABLE
Loans payable consisted of the following:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Merchant Account Loan Payable | $ | $ | ||||||
| Loan Payable with a Lender | ||||||||
| Initial Amount Received from an Investor | ||||||||
| Total loans payable – Current | $ | $ | ||||||
In
July 2024, the Company entered into a merchant account loan payable with Shopify in the amount of $
The
Company entered into a loan payable agreement in May 2025 and amended in July 2025 with a lender. The loan is payable $
In March 2026, the Company received $
NOTE 10 – CONVERTIBLE NOTES PAYABLE
Convertible notes payable consisted of the following:
SCHEDULE OF CONVERTIBLE NOTES PAYABLE
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| November
2025 – Auctus Fund ($ | $ | $ | ||||||
| November
2025 – CFI Capital LLC ($ | ||||||||
| November
2025 – GS Capital Partners LLC ($ | ||||||||
| November
2025 – Labrys Fund II Note ($ | ||||||||
| Total convertible notes payable | ||||||||
| Debt discount | ( | ) | ( | ) | ||||
| Total notes payable to related parties (current) | $ | $ | ||||||
| ● | November 11, 2025 – Auctus Fund, LLC - $110,000 | |
| On
November 11, 2025, the Company issued a convertible promissory note (the “Note”) to Auctus Fund, LLC in the principal
amount of $ | ||
| Conversion
Features – Beginning six months after the issuance date, the holder may convert all or a portion of the outstanding principal
and accrued interest into shares of the Company’s common stock. |
| 14 |
In connection with the issuance of the Note, the Company issued two common stock purchase warrants to the lender:
| ○ | Warrant
A - Shares issuable: |
| ○ | Warrant
B (Commitment Fee Warrant) - Shares issuable: |
The
warrants may be exercised for cash or on a cashless basis if the market price of the Company’s common stock exceeds the exercise
price. The Company evaluated the warrant under ASC 470-20, Debt with Conversion and Other Options, and ASC 815-15, Derivatives and Hedging
— Embedded Derivatives. The Company calculated the fair value of the warrant using a Black-Scholes based model and then determined
the relative fair value of the warrants in relation to the net cash proceeds from the loan in the amount of $
The Company evaluated the note terms under ASC 815-40-25 and determined that the Company has sufficient authorized shares to settle conversion, and the CEO has unilateral control to increase shares with no blocking contingencies.
| ● | November 3, 2025 – CFI Capital LLC - $150,000 |
On
November 3, 2025, the Company entered into a Securities Purchase Agreement with CFI Capital LLC pursuant to which the Company issued
a
Conversion
Features – Beginning six months after the issuance date, the holder may convert all or part of the outstanding principal and
accrued interest into shares of the Company’s common stock.
The Company evaluated the terms under ASC 815-40-25 and determined that the Company has sufficient authorized shares to settle conversion, and the CEO has unilateral control to increase shares with no blocking contingencies.
| ● | November 10, 2025 – GS Capital Partners, LLC - $140,000 |
On
November 10, 2025, the Company entered into a Securities Purchase Agreement with GS Capital Partners, LLC pursuant to which the Company
issued a Convertible Promissory Note with a principal amount of $
Conversion
Feature – Upon the occurrence of an event of default, the holder has the right to convert all or a portion of the outstanding
principal, accrued interest, and other amounts due under the note into shares of the Company’s common stock.
The Company evaluated the terms under ASC 815-40-25 and determined that the Company has sufficient authorized shares to settle conversion, and the CEO has unilateral control to increase shares with no blocking contingencies.
| 15 |
| ● | November 5, 2025 - Labrys Fund II Note - $275,000 |
On
November 5, 2025, the Company entered into a Securities Purchase Agreement with Labrys Fund II, L.P. pursuant to which the Company issued
a convertible promissory note with a principal amount of $
The
holder may convert all or any portion of the outstanding principal and accrued interest into shares of the Company’s common stock.
In connection with the issuance of the Note, the Company also issued shares of common stock (“Commitment Shares”) to the investor as additional consideration under the Securities Purchase Agreement.
The Company evaluated the terms under ASC 815-40-25 and determined that the Company has sufficient authorized shares to settle conversion, and the CEO has unilateral control to increase shares with no blocking contingencies.
NOTE 11 – STOCKHOLDERS’ DEFICIT
Common Stock
As of March 31, 2026, and December 31, 2025, the Company has authorized shares of common stock par value $ per share.
Preferred Stock
As of March 31, 2026, and December 31, 2025, the Company has authorized shares of preferred stock, shares of which were designated as Class A Convertible Preferred Stock (“Class A Preferred Stock”). and shares of which were designated as Class B Convertible Preferred Stock.
Class A Convertible Stock
As
of March 31, 2026, and December 31, 2025, there were a total of shares of Class A Preferred Stock issued and outstanding. The
Class A Preferred Stock, when voting as a single class, has the votes of at least
Class B Convertible Stock
As
of March 31, 2026, and December 31, 2025, there were a total of shares of Class B Preferred Stock issued and outstanding. On
October 23, 2023, pursuant to certain Conversion Agreements, the Company issued an aggregate of shares of Class B Preferred
Stock and extinguished $
| 16 |
On
September 9, 2024, pursuant to the conversion agreement, the convertible B shareholders converted shares of Class B Preferred
Stock in exchange for Common Stock. The conversion amount of Class B Preferred Stock was $
Class C Convertible Stock
As of March 31, 2026, and December 31, 2025, there were a total of shares of Class C Convertible Preferred Stock issued and Outstanding Effective as of January 2, 2025, the Company filed a Certification of Designation of Class C Convertible Preferred Stock (the “Certificate”) with the Delaware Secretary of State and in accordance with the Delaware General Corporation Law. (DGCL) The Class C Certificate designates shares of the Company’s Preferred Stock as Class C Convertible Preferred Stock with a par value of $ per share (“Class C Stock”). The Class C Stock ranks (i) junior to the Class A Preferred Stock and Class B Preferred Stock, (ii) senior to any other class or series of outstanding Preferred Stock or Common Stock, and (iii) prior to any other class or series of capital stock of the Company hereafter created, and in each case as to distributions of assets upon liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (the “Class C Stock Distribution Ranking”). The Class C Preferred Stock is not entitled to dividends except as required by law. The Class C Preferred Stock shall have no voting rights other than as set forth in the Certificate or as required by law.
On each matter on which holders of Class C Preferred Stock are entitled to vote, each share of Class C Preferred Stock will be entitled to one vote.
Effective as of September 30, 2025, the Company filed a Second Amended and Restated Certificate of Designation of the Class C Convertible Preferred Stock (the “Second Class C Certificate”) with the Delaware Secretary of State The Second Class C Certificate serves to (i) change the liquidation preference of the Class C Stock so that the Class C Stock shall only be entitled to liquidation rights as required by law, and (ii) removes conversion rights of the Class C Stock in connection with a Liquidation Event (as that term is defined in the First Amended Certificate)
As
a result of this amendment, the Company reclassed $
During
the three months ended March 31, 2026, the Company converted an aggregate of shares of Series C preferred stock into
shares of Series D preferred stock pursuant to an exchange agreement. As a result of the conversion, the Company recognized a loss on conversion of Preferred C to Preferred D of $
During the three months ended March 31, 2025, the Company issued the following Class C Convertible Stock:
| ● | Pursuant to the conversion agreement, the notes payable to shareholder including accrued interest in the amount of $ was converted to shares of Class C Preferred Stock. The conversion amount of Class C Preferred Stock was $ at the date of conversion. The Company recognized loss from settlement of debt in the amount of $ during the three months ended March 31, 2025. |
| ● | The Company issued shares of Class C Preferred Stock to Limitless Performance, Inc., related to settlement of license related to manufacturing and distributorship. The company recognized stock compensation expense of $ during the three months ended March 31, 2025 which was the fair value based on common stock trading price at the date of conversion. |
| ● | Pursuant
to the conversion agreement, the notes payable to related party including accrued interest
in the amount of $ |
| 17 |
| ● | The Company issued shares of Class C Preferred Stock to consultant for services. The Company recognized stock compensation expense of $ during the three months ended March 31, 2025 which was the fair value based on common stock trading price at the date of conversion. |
| ● | Pursuant
to the conversion agreement, the vendor accounts payable of $ |
As a result of converting various related party notes payable to preferred C shares, the Company recognized total loss from settlement of debt as summarized below:
Three Months Ended March 31, | ||||
| 2025 | ||||
| Conversion of $ notes payable to shareholder | $ | |||
| Conversion
of $ | ||||
| Total loss from settlement of notes payable to shareholder and related parties | $ | |||
Class D Convertible Preferred Stock
Effective
as of January 23, 2025, the Company filed a Certificate of Designation of Series D
On
September 30, 2025, the Company entered into an accrued dividend waiver agreement (“Waiver Agreement”) which the CEO, the
sole owner of shares of the Company’s Series D Preferred Stock, in which he waived his right to receive all accrued and unpaid
dividends on the Series D Preferred Shares through and including September 30, 2025, in the aggregate amount of $
During the three months ended March 31, 2026, the Company converted an
aggregate of shares of Series C preferred stock into shares of Series D preferred stock pursuant to an exchange agreement.
As a result of the conversion, the Company recognized a loss on conversion of Preferred C to Preferred D of $
| 18 |
During the three months ended March 31, 2025, the Company issued the following Class D Convertible Stock:
| ● | Pursuant to the conversion agreement, the notes payable to shareholder including accrued interest in the amount of $ was converted to shares of Class D Preferred Stock. The conversion amount of Class C Preferred Stock was $ or $ per share at the date of conversion. |
| ● | On
March 21, 2025, the Company entered into a Loan Authorization and Agreement for a loan of
$ |
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
The Company has the following stock incentive plans:
| ● | Stock Option Plan |
Effective January 15, 2020, the Company adopted its 2020 Stock Option and Award Plan (the “2020 Stock Incentive Plan”). A total of shares of the Company’s common stock were reserved for the 2020 Stock Incentive Plan. As of March 31, 2026, and 2025, there were grants made 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 Non-statutory 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 shares of the Company’s common stock is reserved for the 2022 Stock Option Pla, which were issued to officers and directors in fiscal 2025 and there are no any shares outstanding under the 2022 Stock Option Plan.
| ● | Restricted Stock 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 shares of common stock is reserved for the 2022 Restricted Stock Plan, which were all issued to officers, directors, and employees in fiscal year 2025. The 2020 Plan does not have any shares issued under it as of today’s date.
At time to time, the Company issues common stock to its Board of Directors, outside service providers or consultants.
The Company had the following common stock issuances during the three months ended March 31, 2026:
| ● | Issuances of Shares for Accrued Salaries Settlement from Shares Issuable – The Company issued common stock shares to its employees from shares issuable from December 31, 2025 during the three months ended March 31, 2026. | |
| ● | Issuances of Shares for Employee Bonus from Shares Issuable – The Company issued common stock shares to its employee from shares issuable from December 31, 2025 during the three months ended March 31, 2026. | |
| ● | Issuances of Shares for Consulting Services from Shares Issuable – The Company issued common stock shares to consultants from shares issuable from December 31, 2025 during the three months ended March 31, 2026. |
The Company had the following common stock issuable during the three months ended March 31, 2026:
| ● | Common Shares Issuable for Consulting Services – The Company recorded common share issuable for consulting services of common stock shares to consultants and recorded stock compensation expense of $ during the three months ended March 31, 2026. |
| 19 |
The Company had the following common stock issuances during the three months ended March 31, 2025:
| ● | Issuances
of Shares for Accrued Board of Directors Compensation Settlement – The Company issued
common stock shares to its Board of Directors for prior year services of which
the Company had accrued $ |
| ● | Issuances of Shares for Board of Directors Compensation – The Company issued common stock shares to its Board of Directors for its services. The common stock share trading price was $ per share at the time of issuance and the Company recognized $ as stock compensation expense during the three months ended March 31, 2025. |
| ● | Issuances
of Shares to Consultants for Services – The Company issued
common stock shares
to consultants. Some of these consultants require entire year of 2025 services, therefore,
some of stock compensation expense of $ was recorded as prepaid at March 31, 2025.
The prepaid amount was $ |
| ● | Issuances
of Shares for Accrued Salaries Settlement – The Company issued common stock
shares to its employees for prior year accrued wages of $ |
| ● | Common
Stock and Preferred D Shares Issuable from Additional Borrowings from Notes Payable to Shareholder
($ |
NOTE 13 – LEASES
On October 15, 2025, the Company entered into a non-cancelable retail facility lease with RWBP Highland, L.P. for approximately 3,815 rentable square feet of space located at 1724 N Highland Avenue, Suite 270, Los Angeles, California 90028. The lease is for the operation of a first-class studio fitness, private fitness training facility, company promotional events and company content creation. The lease term is five years, commencing on the rent commencement date of February 1, 2026, and expiring on January 31, 2031. The lease also includes one five-year renewal option; however, the renewal option has not been included in the lease term as the Company has not concluded that exercise of the option is reasonably certain.
| 20 |
The
lease requires monthly base rent ranging from approximately $
SCHEDULE OF OPERATING LEASE LIABILITIES
| For the Three Months Ended March 31, | 2026 | 2025 | ||||||
| Operating lease expense | $ | |||||||
| Total lease expense | ||||||||
| In accordance with ASC 842, other information related to leases was as follows: | ||||||||
| For the Three Months Ended March 31, | ||||||||
| Operating cash flows from operating leases | $ | |||||||
| Cash paid for amounts included in the measurement of lease liabilities | ||||||||
| Maturities of operating lease liabilities as of March 31, 2026 were as follows: | ||||||||
| 2026 (remaining nine months) | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total undiscounted cash flows | $ | |||||||
| Less: Imputed Interest | ||||||||
| Present value of lease liabilities | ||||||||
| Reconciliation of lease liabilities: | ||||||||
| Weighted-average remaining lease terms | - | |||||||
| Weighted-average discount rate | % | - | ||||||
| Lease liabilities—current | $ | |||||||
| Lease liabilities—long-term | ||||||||
| Lease liabilities—total | ||||||||
| Operating lease right-of-use asset, net | $ | |||||||
NOTE 14 – RELATED PARTY TRANSACTIONS
The Company had the following related party transactions:
| ● | Share
Exchange Agreements - Effective February 23, 2026, the Company entered into exchange
agreements with EM1, Limitless Performance Inc., and Amarose, Inc. (“Amarose”),
each of which is controlled by the Company’s Chief Executive Officer and greater than
10% shareholder, Jaspreet Mathur, pursuant to which such affiliates exchanged an aggregate
of shares of the Company’s Class C Convertible Preferred Stock for an aggregate
of shares of the Company’s Series D
Royalty
Payables –LPI, SMILZ INC. (“Smiles”), DIVATRIM INC. (“Divatrim”), and Amarose. (“Amarose,”
and collectively with LPI, Smiles, and Divatrim, the “Licensors”) are all companies at least 50% owned by a shareholder
of the Company. On December 1, 2021, the Company entered into manufacturing and distributorship license agreements (each, a “License
Agreement”) with each of the Licensors to distribute each of the Licensors’ respective products and for payments to such
Licensor for its product designs and distribution rights. Pursuant to the License Agreements, and each of them, the Company agreed
to pay to such Licensors royalty payments equal to |
| ● | Notes
Payable to Shareholder – The Company had various notes payable with its shareholder who is the Chief Executive Officer
of the Company. As of March 31, 2026 and December 31, 2025, the Company had $ | |
| ● | Notes
Payable to Related Parties – The Company entered into various notes payable with shareholders of the Company. As of March
31, 2026, and December 31, 2025, the Company had $ |
| 21 |
NOTE 15 – COMMITMENTS AND CONTINGENCIES
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. The Company did not have any legal actions or claims that had a material effect on the results of operation or financial position of the Company.
From time to time, the Company is involved in legal proceedings. arising in the ordinary course of our business, the resolution of the majority of these matters which we do not anticipate would have, individually or in the aggregate, a material adverse effect on our business, financial condition, or results of operations. The following is a summary of our current outstanding litigation and litigation matters that were settled:
Morgan Quinn, et al. v. Limitless X Inc., et al. On April 22, 2026, a putative class action complaint was filed in the United States District Court for the District of Oregon by plaintiffs Morgan Quinn and Jorge Delgadillo against Limitless X Inc., Limitless X Holdings, Inc., and Limitless Performance Inc. The complaint alleges that defendants engaged in deceptive marketing practices with respect to a dietary supplement product marketed as “NZT-48,” including alleged misrepresentations regarding its ingredients, origin, and efficacy. The complaint asserts claims under Oregon and Florida consumer protection statutes, as well as claims for breach of express and implied warranties and unjust enrichment. Plaintiffs seek unspecified damages, restitution, injunctive relief, and attorneys’ fees on behalf of proposed classes. The outcome is unknown and the Company does not believe any contingent accrual is required as of March 31, 2026.
Stubbs
Alderton LLP – A legal action was filed in the Superior Courts of California, County of Los Angeles, case #24STLC06079 against
the Company for unpaid legal fees in the amount of $
FKBR
LLP – A legal action for fee arbitration was filed with the Orange County Bar Association in Orange County California , MFA
case number #JN-025-7058 against the company for unpaid legal fees. This matter has been fully resolved by a confidential settlement
agreement, for payment of the amount originally due of $
Blaker
– On October 29, 2024, claimant through counsel sent the company a “demand letter” asserting that the company violated
Californias Invasion of Privacy Act (“CIPA”) in connection with the companies’ use of third-party “trap and trace”
software on its website. The Plaintiff and the company entered into a settlement agreement on March 5, 2025, for the sum of $
Harpo
Inc. – A legal action was filed in the Central District of California against Limitless X Inc. and two of its officers along
with Emblaze One, Inc., alleging trademark infringement and dilution, unfair competition, false advertising, and violation of the right
of publicity, all based on allegations that one of our advertisements contained the unauthorized use of a celebrity’s name and
intellectual property, Harpo Inc. and OW Licensing Company LLC v. Emblaze One, Inc., et al., Case Number 2:23-cv-04459 VAP (ASx). As
of November 21, 2025, the parties entered into a confidential settlement agreement in the amount of $
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Lace Marketing LLC - A case was filed and just served to us in early April 2025. The case is titled Lace Marketing LLC dba Leisurepay v. Limitless X Holdings Inc, et al, (with nine other unrelated parties named as defendants), Case number 2024L014194 in Circuit Court of Cook County, Illinois. The plaintiffs filed a motion for voluntary dismissal of the lawsuit on March 26, 2026. The court entered a voluntary dismissal with leave to refile on March 30, 2026.
Mentom Eyewear Inc. – A legal action was filed in the Los Angeles Superior Court on October 10, 2023, against Limitless X Holdings Inc., four of its officers, and an unrelated company, alleging the breach of an Implied In-Fact Agreement and other causes of action related to it. We argued that there was no such agreement and demanded a dismissal of the action. The case was dismissed with an entry of dismissal filed without prejudice by Mentom Eyewear Inc. on May 28, 2024.
Reid Granados – A case was filed in the Superior Courts of Los Angeles, CA. On March 20, 2026, a request for entry of default was filed against Limitless X Inc. by Reid Granados. The court entered a default judgement against Limitless X on April 1, 2026. The Company disputes the allegations asserted by Mr. Granados Mr. Granados was employed by a different, private company, owned by the CEO, Jas Mathur. The Company was not his employer, and the company will defend the case on that basis, as his claims stem from employment and labor allegations only. The company believes it will be dismissed from this case, as such no liability has been recorded for this litigation because the Company believes that any such liability is not reasonably estimable at this time.
Agile
Lending LLC v. Limitless X Holdings Inc., Case No. CL26000735-00 (Arlington County Circuit Court, Virginia). A confessed judgment
was filed on February 18, 2026, and resolved on the same date in favor of Agile Lending LLC against Limitless X Holdings Inc. in the
principal amount of $
Beverly
Wilshire Investment Company LLC v. Jaspreet Mathur and Limitless X Inc., Case No. 24SMCV02020 (Superior Court of California, County of
Los Angeles, Santa Monica Courthouse). A default judgment was entered on August 8, 2025, in favor of Beverly Wilshire Investment
Company LLC against Jaspreet Mathur and Limitless X, Inc. for damages of $
Litefund
Solutions LLC - A case was filed in the Supreme Court in the State of New York, County of Monroe, case # E2024019867, on August 21,
2024. The court entered a judgment in the amount of $
NOTE 16 – SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred after March 31, 2026. During this period, the Company did not have any material recognizable subsequent events required to be disclosed.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Forward-Looking Statements and Associated Risks.
This Quarterly Report on Form 10-Q contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “expect,” “believe,” “anticipate,” “estimate,” “continue” or comparable terminology are intended to identify forward-looking statements. These statements by 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 industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; and failure to successfully develop business relationships.
OVERVIEW
Limitless X Holdings Inc. is a Delaware corporation (the “Company,” “Limitless X,” “we,” or “us”) that, together with its subsidiaries, is building a diversified ecosystem across health, wellness, entertainment, and media-driven brand development. As of June 1, 2026, the Company conducts business through four wholly owned subsidiaries: Limitless X, Inc., a Nevada corporation (“Limitless X”); Limitless Films, Inc., a Florida corporation (“Limitless Films”); Limitless Entertainment Group, Inc., a Florida corporation (“Limitless Entertainment”); and BodyCor, Inc., a Nevada corporation (“BodyCor”). The Company’s common stock is quoted on the OTCQB Best Market under the symbol “LIMX.”
Through Limitless X, the Company operates a direct-to-consumer e-commerce platform offering dietary supplements and consumer packaged goods focused on cognitive support, energy, recovery, weight management, and general wellness. Its product portfolio includes the NZT-48 product line, OneShot Nootropic Pre-Workout, SuperSlim Gummies, HYDR8 Creatine + Hydration Gummies, SuperShrooms Functional Mushroom Gummies, Super Greens Daily Greens, and Nootropic Coffee Concentrates. The Company has also entered into agreements to develop signature premium supplement product lines for Manny Pacquiao and Paul Michael DelVecchio Jr., known professionally as DJ Pauly D, and is pursuing international expansion initiatives in the Middle East, the Philippines, and India.
The Company’s entertainment and media operations are conducted through Limitless Films and Limitless Entertainment. Limitless Films is focused on the development, packaging, financing, and monetization of film and television content for domestic and international markets. In 2025, the Company was involved in financing two films, The Gentleman Thief and High Rollers, both starring John Travolta. Limitless Entertainment Group is focused on professional boxing and combat sports through live event production, fighter development, strategic partnerships, and media initiatives. The Company is also working with Manny Pacquiao and Manny Pacquiao Promotions in connection with the Limitless X Manny Pacquiao Impact Performance Training Center in Los Angeles, California, which is targeted for opening in June 2026.
BodyCor was established to consolidate and scale technology-driven wellness initiatives across the Limitless X ecosystem, including AI-assisted digital wellness tools designed to enhance the customer experience around existing and planned products. In January 2026, the Company acquired a 60% controlling equity interest in DING, a food and nutrition-focused technology platform with an existing commercial partnership with Instacart, and obtained the contractual right, but not the obligation, to acquire up to 100% of DING. The Company intends to integrate DING under BodyCor to enhance data-driven meal planning, commerce enablement, and nutrition-related engagement capabilities across the Limitless X ecosystem.
The Company’s strategy is to combine consumer product sales, content production, live events, and technology-enabled platforms across its operating subsidiaries. Management believes this integrated approach may support customer acquisition efficiency and revenue diversification over time. While the Company’s current primary focus remains direct-to-consumer product sales, the integration of technology platforms such as DING is intended to enhance consumer engagement, expand monetization opportunities through commerce-enabled partnerships, and support long-term growth, operating leverage, and customer retention across the broader Limitless X ecosystem.
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 eleven 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 in approximately nine 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
For the Three Months Ended March 31, 2026, Compared to the Three Months Ended March 31, 2025:
| Three Months Ended March 31, | ||||||||||||||||||||||||
| 2026 | 2025 | Changes | ||||||||||||||||||||||
| % of | % of | |||||||||||||||||||||||
| Amount | Sales | Amount | Sales | Amount | % | |||||||||||||||||||
| Revenue | ||||||||||||||||||||||||
| Product sales | $ | 77,570 | 100.0 | % | $ | 251,936 | 100.0 | % | $ | (174,366 | ) | (69.2 | )% | |||||||||||
| Total revenue | 77,570 | 100.0 | % | 251,936 | 100.0 | % | (174,366 | ) | (69.2 | )% | ||||||||||||||
| Cost of sales | ||||||||||||||||||||||||
| Cost of sales | 1,891 | 2.4 | % | 117,194 | 46.5 | % | (115,303 | ) | (98.4 | )% | ||||||||||||||
| Total cost of sales | 1,891 | 2.4 | % | 117,194 | 46.5 | % | (115,303 | ) | (98.4 | )% | ||||||||||||||
| Gross profit | 75,679 | 97.6 | % | 134,742 | 53.5 | % | (59,063 | ) | (43.8 | )% | ||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||
| General and administrative | 381,769 | 492.2 | % | 170,866 | 67.8 | % | 210,903 | 123.4 | % | |||||||||||||||
| Advertising and marketing | 44,378 | 57.2 | % | 191,134 | 75.9 | % | (146,756 | ) | (76.8 | )% | ||||||||||||||
| Salaries and compensation | 400,000 | 515.7 | % | 3,420,935 | 1357.9 | % | (3,020,935 | ) | (88.3 | )% | ||||||||||||||
| Stock compensation expense | 402,902 | 519.4 | % | 583,851 | 231.7 | % | (180,949 | ) | (31.0 | )% | ||||||||||||||
| Total operating expenses | 1,229,049 | 1584.4 | % | 4,366,786 | 1733.3 | % | (3,137,737 | ) | (71.9 | )% | ||||||||||||||
| Income (loss) from operations | (1,153,370 | ) | (1486.9 | )% | (4,232,044 | ) | (1679.8 | )% | 3,078,674 | (72.7 | )% | |||||||||||||
| Other income (expense) | ||||||||||||||||||||||||
| Interest expense | (119,589 | ) | (154.2 | )% | (463,397 | ) | (183.9 | )% | 343,808 | (74.2 | )% | |||||||||||||
| Other income | 215,157 | 277.4 | % | 2,428 | 1.0 | % | 212,729 | 8761.5 | % | |||||||||||||||
| Loss on conversion of Preferred C to Preferred D | (27,812,576 | ) | (35854.8 | )% | - | 0.0 | % | (27,812,576 | ) | n/a | ||||||||||||||
| Gain (Loss) on debt settlement | - | 0.0 | % | (29,926,400 | ) | (11878.6 | )% | 29,926,400 | (100.0 | )% | ||||||||||||||
| Total other income (expense), net | (27,717,008 | ) | (35731.6 | )% | (30,387,369 | ) | (12061.5 | )% | 2,670,361 | (8.8 | )% | |||||||||||||
| Income (loss) before income tax provision | (28,870,378 | ) | (37218.5 | )% | (34,619,413 | ) | (13741.4 | )% | 5,749,035 | (16.6 | )% | |||||||||||||
| Income tax provision | - | 0.0 | % | - | 0.0 | % | - | n/a | ||||||||||||||||
| Net income (loss) | $ | (28,870,378 | ) | (37218.5 | )% | $ | (34,619,413 | ) | (13741.4 | )% | $ | 5,749,035 | (16.6 | )% | ||||||||||
Product Sales – Our product sales decreased by $0.2 million to $0.1 million for the three months ended March 31, 2026, as compared to $0.6 million for the three months ended March 31, 2025. In 2026, there was a shift in our marketing and selling strategies, including a change in performance marketers and platforms, which resulted in the decrease of product sales.
Cost of Sales – Our cost of sales decreased from $0.1 million, or 46.5% of sales, in the three months ended March 31, 2025, to $nil or 2.4% of sales, in the three months ended March 31, 2026. As operations decreased during the period, so did our costs for freight, inventory, and other supplies.
Operating Expenses – During the three months ended March 31, 2026, we recognized $1.2 million in operating expenses compared to $4.4 million for the three months ended March 31, 2025. The decrease of $3.1 million was primarily due to salaries and compensation.
Other Income or Expense – During the three months ended March 31, 2026, the Company recorded interest expense of approximately $0.1 million and loss on conversion of Preferred C to Preferred D of $27.8 million. During the three months ended March 31, 2025, the Company recorded interest expense of $0.5 million and loss on settlement of debt of $29.9 million.
LIQUIDITY AND CAPITAL RESOURCES
Operating Activities
During the three months ended March 31, 2026, net cash used in operating activities was $0.7 million. The cash used in operating activities was primarily due to net loss of approximately $28.9 million and off-set by loss from conversion of Preferred C and Preferred D of $27.8 million.
Investing Activities
Net cash used in investing activities for the three months ended March 31, 2026, was $0.5 million, which represented loans provided under loans receivables of $0.4 million and $0.1 million for purchases of property and equipment and none during the three months ended March 31, 2025.
Financing Activities
Net cash provided by financing activities for the three months ended March 31, 2026 was $1.3 million. This amount was incurred by increased borrowings from a stockholder and related parties.
Off Balance Sheet Arrangements
None.
ITEM 3. 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 4. CONTROLS AND PROCEDURES
Disclosure Controls 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.
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Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as a result of the material weakness described below, as of March 31, 2026, our disclosure controls and procedures were not effective. Our disclosure controls 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.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, the Company is involved in legal proceedings arising in the ordinary course of business. The Company records a liability for such proceedings when it determines that a loss is probable, and the amount of the loss can be reasonably estimated. The Company also provides disclosure when it determines that a material loss is reasonably possible but the amount of such loss, or range of loss, cannot be reasonably estimated.
The Company may, from time to time, enter into discussions regarding the settlement of legal proceedings and may enter into settlement agreements if it believes that doing so is in the best interests of the Company and its shareholders. For additional information regarding legal proceedings, see Note 12, Commitments and Contingencies—Legal Proceedings, in the Notes to Consolidated Financial Statements included in the Company’s unaudited financial statements for the three months ended March 31, 2026, set forth in Part I, Item 1 of this Quarterly Report.
ITEM 1A. RISK FACTORS
Our Annual Report on Form 10-K for fiscal year ended December 31, 2025, filed with the SEC on April 15, 2026, on December 31, 2025, 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.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURE
Not Applicable.
ITEM 5. OTHER INFORMATION
During the quarter ended March 31, 2026, the Company did not file a Current Report on Form 8-K reporting the promissory notes and acquisition transactions described below. The Company is providing the following disclosure pursuant to Part II, Item 5(a) of Form 10-Q.
Effective January 1, 2026, the Company issued an unsecured promissory note to Jaspreet Mathur, the Company’s Chief Executive Officer, in the principal amount of $137,500 . Effective January 1, 2026, Limitless Entertainment Group Inc., a consolidated subsidiary of the Company “LIMX Entertainment”), issued an unsecured promissory note to Mr. Mathur in the principal amount of $120,000. Each note is payable on demand and, in any event, on or before the 36-month anniversary of its effective date. The notes have a stated interest rate of 0% per annum before default. The notes are governed by Delaware law and are attached as Exhibits 10.4 and 10.5, respectively
Effective January 1, 2026, the Company acquired the remaining 80% ownership interest in each of LIMX Entertainment and Limitless Films, Inc. from EM1 Capital, LLC, an entity wholly owned by Jaspreet Mathur, for $1.00 and other good and valuable consideration pursuant to the attached Transfer of Stock Agreements, attached as Exhibits 10.6 and 10.7. Following completion of the transaction, the Company owns 100% of the outstanding equity interests of LIMX Entertainment and LIMX Films. and consolidates their financial position, results of operations and cash flows. Because EM1 Capital, LLC is controlled by Mr. Mathur, the Company’s Chief Executive Officer and greater than 10% shareholder, the transaction was treated as a transfer of equity interests between entities under common control and accounted for under ASC 805-50. The assets and liabilities acquired were recognized at their historical carrying values, and the difference between the consideration transferred and the historical carrying value of the net assets acquired was recorded as an adjustment to additional paid-in capital. As a result of the transaction, the Company recorded a reduction of $281,063 of additional paid-in capital, which represented accumulated deficits of Limitless Entertainment Group, Inc. and Limitless Films, Inc. during the three months ended March 31, 2026.
Rule 10b-5 Trading Plans
Our
directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our common
stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement
under the Exchange Act. During the three months ended March 31, 2026, no such plans or other arrangements were
ITEM 6. 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.
*Filed herewith
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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: June 26, 2026 | By: | /s/ Jaspreet Mathur |
| Jaspreet Mathur | ||
| (Chief Executive Officer, | ||
| Principal Executive Officer) | ||
| Dated: June 26, 2026 | By: | /s/ Benjamin Chung |
| Benjamin Chung | ||
(Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer) | ||
| 28 |
Exhibit 10.2
Exchange Agreement
This Exchange Agreement (this “Agreement”) is entered into as of February 26, 2026 (the “Effective Date”), by and between Limitless X Holdings Inc., a Delaware corporation (the “Company”), and __________. (“Holder,” and together with the Company, the “Parties,” and each, a “Party”).
Recitals
WHEREAS, Holder is the record and beneficial owner of ______ shares (the “Preferred C Shares”) of the Company’s Class C Convertible Preferred Stof, par value $0.0001 per share (the “Class C Stock”), which Class C Stock’s per share value is equal to the product of 100 multiplied by the price of the Company’s common stock based on the 30-day weighted average share price (the “Stated Value”);
WHEREAS, the Company and Holder desire to exchange all of the Preferred C Shares for shares of the Company’s Series D 15% Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share (the “Series D Stock”), based on stated value of $25.00 per share for the Series D Stock;
WHEREAS, Holder has agreed to irrevocably waive, release and forgive, for no additional consideration, any and all accrued and unpaid dividends on the Preferred Shares through and including the day immediately preceding the Closing Date; and
WHEREAS, the board of directors of the Company (the “Board”) has determined that the Exchange is in the best interests of the Company and its stockholders.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Exchange; Closing Mechanics
1.1 Exchange Ratio; Consideration. Subject to the terms and conditions herein, at the Closing (as defined below), Holder shall deliver, assign, transfer and convey to the Company, free and clear of all liens and encumbrances, all of the Preferred C Shares, and in exchange the Company shall issue and deliver to Holder a number of validly issued, fully paid and non-assessable shares of Series D Stock set forth on Exhibit A, which is equal to (a) the product of (i) the number of Preferred C Shares, multiplied by (ii) the Stated Value, divided by (b) $25.00. No additional cash consideration shall be paid. The number of shares of Series D Stock issuable to the Holder are set forth on Schedule 1 hereto.
1.2 Closing. The closing of the Exchange (the “Closing”) shall take place remotely via the electronic exchange of signatures and deliverables on the Effective Date, or on such other date as the Parties may mutually agree (the “Closing Date”).
1.3 Deliverables. At the Closing: (a) Holder shall deliver to the Company (i) the certificate(s), if any, representing the Preferred C Shares, duly endorsed for transfer to the Company or accompanied by duly executed stock powers, and (ii) any other documentation reasonably requested by the Company to evidence the transfer of the Preferred C Shares to the Company free and clear of all liens and encumbrances. (b) The Company shall deliver to Holder (i) evidence of issuance of the shares of Preferred D Stock issuable pursuant to Section 1.1 in the name of Holder (the “Exchange Shares”), either by book-entry notation or by delivery of one or more stock certificates, and (ii) a written confirmation from the Company’s transfer agent evidencing such issuance.
1.4 No Fractional Shares. No fractional shares of Series D Stock shall be issued in the Exchange. In lieu of any fractional share, the Company shall pay cash equal to the product of such fraction multiplied by $25.00.
1.5 Termination of Rights; Cancellation. Upon issuance of the Exchange Shares at the Closing, all rights of Holder with respect to the Preferred C Shares, including any rights to dividends, liquidation preferences, redemptions, voting or conversion (if any), shall automatically terminate, the Preferred C Shares shall be canceled on the books and records of the Company, and the Class C Stock represented by such Preferred Shares shall be deemed retired and no longer outstanding.
2. Holder Representations and Warranties
Holder represents and warrants to the Company, as of the Effective Date and as of the Closing Date, that:
2.1 Ownership; Title. Holder is the sole legal and beneficial owner of the Preferred C Shares, free and clear of any lien, pledge, encumbrance, security interest, restriction, claim, option, right of first refusal or adverse interest (other than restrictions arising under applicable securities laws and the governing instruments of the Company). Holder has full right, power and authority to enter into this Agreement and to transfer the Preferred C Shares to the Company.
2.2 Authorization; Enforceability. This Agreement has been duly and validly executed and delivered by Holder and constitutes a legal, valid and binding obligation of Holder, enforceable against Holder in accordance with its terms, except as limited by bankruptcy, insolvency or similar laws and general principles of equity.
2.3 Accredited Investor; Investment Intent. Holder is an “accredited investor” as defined under Rule 501(a) of Regulation D under the Securities Act and is acquiring the Exchange Shares for investment for Holder’s own account and not with a view to, or for resale in connection with, any distribution thereof in violation of the Securities Act. Holder understands that the Exchange Shares have not been registered under the Securities Act or any state securities laws.
2.4 Information; Sophistication. Holder and Holder’s advisors, if any, have been furnished with and have had access to all information that Holder considers necessary or appropriate to evaluate the merits and risks of the Exchange. Holder is capable of evaluating the merits and risks of the Exchange and of bearing the economic risk of holding the Exchange Shares.
2.5 No General Solicitation; No Commission. Holder did not engage any broker, finder, placement agent, financial advisor or other intermediary in connection with the Exchange and has not incurred, and will not incur, any liability for any brokerage commission, finder’s fee or similar payment in connection with the Exchange.
2.6 No Conflicts. The execution, delivery and performance by Holder of this Agreement and the consummation of the transactions contemplated hereby will not conflict with or result in a violation of any agreement to which Holder is a party or by which Holder is bound.
3. Company Representations and Warranties
The Company represents and warrants to Holder, as of the Effective Date and as of the Closing Date, that:
3.1 Organization; Authorization. The Company is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Company has all requisite corporate power and authority to execute, deliver and perform this Agreement and to consummate the Exchange. This Agreement has been duly authorized by all necessary corporate action, including approval by the Board.
3.2 Enforceability. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or similar laws and general principles of equity.
3.3 Valid Issuance. The Exchange Shares, when issued and delivered in accordance with this Agreement, will be duly authorized, validly issued, fully paid and non-assessable, and free of preemptive rights. The Company has reserved from its authorized but unissued Common Stock a number of shares sufficient to issue the Exchange Shares.
3.4 No Conflicts; Consents. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby do not and will not conflict with the Company’s certificate of incorporation, bylaws or other charter documents, or any material agreement to which the Company is a party, and no consent, approval or authorization of, or filing with, any third party or governmental authority is required that has not been obtained or made.
4. Covenants; Legends; Transfer Restrictions
4.1 Securities Law Compliance. Holder acknowledges that the Exchange Shares have not been registered under the Securities Act or under any state securities laws and are being issued in reliance on exemptions thereunder. Any certificates or book-entry statements representing the Exchange Shares shall bear a customary restrictive legend (or notation) substantially to the following effect (and any stop transfer instructions may be placed with the transfer agent):
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN APPLICABLE EXEMPTION FROM REGISTRATION.”
4.2 Removal of Legends. Legends may be removed in connection with a sale or transfer pursuant to an effective registration statement, Rule 144 (if available), or another exemption from registration, subject to customary legal opinions reasonably acceptable to the Company and its transfer agent.
4.3 Further Assurances. Each Party shall execute and deliver such further instruments and take such additional actions as may be reasonably necessary to carry out the intent and purposes of this Agreement.
5. Conditions to Closing
5.1 Holder Conditions. Holder’s obligations at the Closing are subject to the accuracy of the Company’s representations and warranties as of the Closing Date and the Company’s performance of its covenants as of the Closing Date.
5.2 Company Conditions. The Company’s obligations at the Closing are subject to the accuracy of Holder’s representations and warranties as of the Closing Date, Holder’s performance of its covenants as of the Closing Date, delivery of the Preferred C Shares as set forth in Section 1.3(a), and receipt of any necessary corporate approvals.
6. Tax Matters
The Parties acknowledge that the U.S. federal income tax consequences of the Exchange may vary depending on the facts and circumstances of Holder. Holder has been advised to consult Holder’s own tax advisors regarding the tax consequences of the Exchange. The Company makes no representation or warranty regarding the tax treatment of the Exchange.
7. Miscellaneous
7.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, understandings or agreements, whether written or oral.
7.2 Amendments; Waivers. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No waiver of any breach shall be deemed a waiver of any subsequent breach.
7.3 Notices. All notices and other communications shall be in writing and shall be deemed given when delivered by hand, by reputable overnight courier, or by email (with confirmation of transmission) to the addresses set forth on the books and records of the Company, or to such other address as a Party may designate by notice.
7.4 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflicts of laws principles. The Parties agree that the state and federal courts located in New Castle County, Delaware shall have exclusive jurisdiction over any disputes arising out of or relating to this Agreement, and each Party hereby submits to the personal jurisdiction of such courts and waives any objection based on forum non conveniens.
7.5 Assignment. Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that the Company may assign this Agreement in connection with a merger, consolidation, reorganization or sale of all or substantially all of its assets or equity.
7.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile, PDF or other electronic transmission shall be deemed original signatures for all purposes.
7.7 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect so long as the essential terms and intent of this Agreement can still be effectuated.
7.8 Expenses. Each Party shall bear its own fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby.
7.9 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties and their permitted successors and assigns, and nothing herein shall confer upon any other person any legal or equitable right, benefit or remedy.
7.10 Public Announcements. Any public statement, press release or similar communication regarding the Exchange shall be subject to the Company’s prior written approval; provided that each Party may make disclosures as required by law or stock exchange rules after providing the other Party with a reasonable opportunity to review and comment, to the extent practicable.
[Signature page follows]
IN WITNESS WHEREOF, the Parties have executed this Exchange Agreement as of the Effective Date.
| Limitless X Holdings Inc.: | ||
| By: | ||
| Name: | Danielle Young | |
| Title: | Chief Operating Officer | |
| Holder: | ||
| Name: | ||
| Title: | ||
Schedule 1
| Preferred C Shares Owned by Holder | 30-Day Weighted Average Share Price | Series D Shares Issuable Upon Exchange | ||
| 3 |
Exhibit 10.4
PROMISSORY NOTE
| $137,500.00 | Wilmington, Delaware |
| Maturity Date: 36-Months | Effective Date: January 1, 2026 |
| 1. | LOAN AMOUNT |
Principal Loan Amount: The sum of $137,500 (“Loan Amount”) was borrowed by Limitless X Holdings Inc. (the “Maker”) from the account of Jaspreet Mathur (“the Loan”).
| 2. | MAKER’S PROMISE TO PAY |
For value received, the Maker promises to pay to the order of “Jaspreet Mathur”, including its agents, managers, members, successors, and assigns (collectively referred to as the “Holder”), at 9777 Wilshire Blvd., Suite 400, Beverly Hills, CA 90212, or at such other address as the Holder hereof may from time to time in writing designate, at the times specified below, in lawful money of the United States of America, the principal sum of One Hundred Thirty Seven Thousand Five Hundred Dollars ($137,500) (“Total Balance”). The Maker agrees to pay the Total Balance upon demand, within the 36-month anniversary of the Effective Date (“Maturity Date”).
| 3. | PAYMENTS |
Maker will pay to Holder the Total Balance on or before the Maturity Date. Should Maker make any further capital contributions or investments into Holder following the Effective Date then this amount may be credited from that investment and either partially or fully satisfy the Loan, unless otherwise agreed to by the parties.
| 5. | DEFAULT |
Upon the occurrence of any of the following “Events of Default”, at the option of the Holder, all sums of principal and interest on this Note shall be immediately due and payable, without presentment, protest, notice of protest, notice of nonpayment or dishonor, or other notices or demands of any kind whatsoever, all of which are hereby expressly waived by Maker: (a) failure of Maker to pay any installment when due under this Note, which failure is not cured within seven (7) calendar days from receipt by Maker of a written or verbal notice from Holder, including via email; (b) filing by or against the Maker of a petition in bankruptcy or for relief under any bankruptcy or similar laws or for a receiver for Maker or any property thereof; or (c) attachment, seizure, foreclosure or sequestration of or with respect to any property of the Maker.
Upon any demand or Event of Default, Maker shall pay to Holder all costs and expenses of collection, including, without limitation, reasonable attorneys’ fees and legal costs incurred or paid by Holder on account of such collection, whether or not suit is instituted, plus default interest on any unpaid amount at a rate of 3% accruing monthly. Failure by the Holder hereof to declare a default shall not constitute a waiver of any subsequent default. Acceptance of payment in arrears shall not waive or affect the right to accelerate this Note. After acceleration of the indebtedness evidenced by this Note, such indebtedness shall continue to bear interest at the rate set forth herein. All remedies of Holder under this Note are cumulative and in addition to any other remedies provided for by law or in equity, and may otherwise to the extent permitted by law, be exercised separately and the exercise of any one remedy shall not be deemed to be an election of such remedy only, to the exclusion of all others.
| 6. | NOTICE |
Any notice, demand or other communication under this Note shall be in writing and shall be deemed to have been given on the date of service, if served personally on the party to whom notice is to be given, or upon receipt if mailed to the party to whom notice is to be given, by first class mail, registered, return receipt requested, postage prepaid and addressed to the address above or such other address the Parties may designate in writing hereafter. Holder or Maker may change its address for purposes of this paragraph by giving the other party written notice of the new address in the manner set forth in this paragraph.
| 7. | MISCELLANEOUS PROVISIONS |
Time is of the essence with respect to all of the obligations of Maker under this Note. This Note will be considered to have been executed and delivered, and to be performed in New Castle County, Delaware for all purposes including jurisdiction and venue of any proceedings to enforce the Agreement. Each Party waives any argument based on forum non conveniens or similar provisions of law relating to the place of trial. This Note shall be interpreted under Delaware law, without regard to Delaware law regarding choice of law or conflicts of laws.
The undersigned expressly agrees that this Note or any payment under this Note may be extended by the Holder from time to time without in any way affecting the liability of the undersigned hereunder.
If any provision or any word, term, clause, or part of any provision of this Note shall be invalid for any reason, the same shall be ineffective, but the remainder of this Note and of the provision shall not be affected and shall remain in full force and effect. To the extent that any term of this Note conflicts with any law, the conflicting term shall be limited only to the extent necessary to comply with said law.
Any of the terms or conditions of this Note may be waived by the Holder in writing, but no such waiver shall affect or impair the rights of the Holder to require observance, performance, or satisfaction, either of that term or condition as it applies on a subsequent occasion or of any other term or condition of this Note.
This Note shall be binding upon and inure to the benefit of the respective heirs, executors, administrators, and successors in interest of the parties hereto. Maker may not assign the obligations created herein. Holder may assign this Note.
No modification, amendment, or waiver of any provisions of this Note shall be binding upon any party unless made in writing and signed by that party or by a duly authorized officer or agent that that party. Each party has had the opportunity to consult and/or has consulted with legal counsel prior to executing this Note.
| Holder: | Maker: | |
 |
 | |
| Jaspreet Mathur | Limitless X Holdings, Inc. | |
| By: Danielle Young, COO |
Exhibit 10.5
PROMISSORY NOTE
| $120,000.00 | Wilmington, Delaware | |
| Maturity Date: 36-Months | Effective Date: January 1, 2026 |
| 1. | LOAN AMOUNT |
Principal Loan Amount: The sum of $120,000 (“Loan Amount”) was borrowed by Limitless Entertainment Group Inc. (the “Maker”) from the account of Jaspreet Mathur (“the Loan”).
| 2. | MAKER’S PROMISE TO PAY |
For value received, the Maker promises to pay to the order of “Jaspreet Mathur”, including its agents, managers, members, successors, and assigns (collectively referred to as the “Holder”), at 9777 Wilshire Blvd., Suite 400, Beverly Hills, CA 90212, or at such other address as the Holder hereof may from time to time in writing designate, at the times specified below, in lawful money of the United States of America, the principal sum of One Hundred Twenty Thousand Dollars ($120,000) (“Total Balance”). The Maker agrees to pay the Total Balance upon demand, within the 36-month anniversary of the Effective Date (“Maturity Date”).
| 3. | PAYMENTS |
Maker will pay to Holder the Total Balance on or before the Maturity Date. Should Maker make any further capital contributions or investments into Holder following the Effective Date then this amount may be credited from that investment and either partially or fully satisfy the Loan, unless otherwise agreed to by the parties.
| 5. | DEFAULT |
Upon the occurrence of any of the following “Events of Default”, at the option of the Holder, all sums of principal and interest on this Note shall be immediately due and payable, without presentment, protest, notice of protest, notice of nonpayment or dishonor, or other notices or demands of any kind whatsoever, all of which are hereby expressly waived by Maker: (a) failure of Maker to pay any installment when due under this Note, which failure is not cured within seven (7) calendar days from receipt by Maker of a written or verbal notice from Holder, including via email; (b) filing by or against the Maker of a petition in bankruptcy or for relief under any bankruptcy or similar laws or for a receiver for Maker or any property thereof; or (c) attachment, seizure, foreclosure or sequestration of or with respect to any property of the Maker.
Upon any demand or Event of Default, Maker shall pay to Holder all costs and expenses of collection, including, without limitation, reasonable attorneys’ fees and legal costs incurred or paid by Holder on account of such collection, whether or not suit is instituted, plus default interest on any unpaid amount at a rate of 3% accruing monthly. Failure by the Holder hereof to declare a default shall not constitute a waiver of any subsequent default. Acceptance of payment in arrears shall not waive or affect the right to accelerate this Note. After acceleration of the indebtedness evidenced by this Note, such indebtedness shall continue to bear interest at the rate set forth herein. All remedies of Holder under this Note are cumulative and in addition to any other remedies provided for by law or in equity, and may otherwise to the extent permitted by law, be exercised separately and the exercise of any one remedy shall not be deemed to be an election of such remedy only, to the exclusion of all others.
| 6. | NOTICE |
Any notice, demand or other communication under this Note shall be in writing and shall be deemed to have been given on the date of service, if served personally on the party to whom notice is to be given, or upon receipt if mailed to the party to whom notice is to be given, by first class mail, registered, return receipt requested, postage prepaid and addressed to the address above or such other address the Parties may designate in writing hereafter. Holder or Maker may change its address for purposes of this paragraph by giving the other party written notice of the new address in the manner set forth in this paragraph.
| 7. | MISCELLANEOUS PROVISIONS |
Time is of the essence with respect to all of the obligations of Maker under this Note. This Note will be considered to have been executed and delivered, and to be performed in New Castle County, Delaware for all purposes including jurisdiction and venue of any proceedings to enforce the Agreement. Each Party waives any argument based on forum non conveniens or similar provisions of law relating to the place of trial. This Note shall be interpreted under Delaware law, without regard to Delaware law regarding choice of law or conflicts of laws.
The undersigned expressly agrees that this Note or any payment under this Note may be extended by the Holder from time to time without in any way affecting the liability of the undersigned hereunder.
If any provision or any word, term, clause, or part of any provision of this Note shall be invalid for any reason, the same shall be ineffective, but the remainder of this Note and of the provision shall not be affected and shall remain in full force and effect. To the extent that any term of this Note conflicts with any law, the conflicting term shall be limited only to the extent necessary to comply with said law.
Any of the terms or conditions of this Note may be waived by the Holder in writing, but no such waiver shall affect or impair the rights of the Holder to require observance, performance, or satisfaction, either of that term or condition as it applies on a subsequent occasion or of any other term or condition of this Note.
This Note shall be binding upon and inure to the benefit of the respective heirs, executors, administrators, and successors in interest of the parties hereto. Maker may not assign the obligations created herein. Holder may assign this Note.
No modification, amendment, or waiver of any provisions of this Note shall be binding upon any party unless made in writing and signed by that party or by a duly authorized officer or agent that that party. Each party has had the opportunity to consult and/or has consulted with legal counsel prior to executing this Note.
| Holder: | Maker: | |
 |
 | |
| Jaspreet Mathur | Limitless Entertainment Group Inc. | |
| By: | Jaspreet Mathur | |
Exhibit 10.6
AGREEMENT FOR TRANSFER OF STOCK AND PROMISSORY NOTE
This Agreement for Transfer of Stock (“Agreement”) is made effective as of January 1, 2026 (“the Effective Date”), by and among EM1 Capital, LLC (“Seller”) and Limitless X Holdings Inc. (“Buyer”). The stock that is the subject of this Agreement (hereinafter “Stock”) is 8 million (8,000,000) shares of capital stock of Limitless Films, Inc., a Florida corporation (hereinafter the “Corporation”).
RECITALS
Buyer desires to purchase from Seller and Seller desires to sell to Buyer the remaining Stock owned by Seller in Corporation on the terms and subject to the conditions set forth in this Agreement; Corporation desires that this transaction be consummated. Seller owns, of record and beneficially, 80%, or 8,000,000 shares, of all the issued and outstanding shares of common stock of Corporation (“the Stock”). Buyer already owns the other 20%, or 2,000,000 shares, and hereby will acquire the Stock to be the sole owner and shareholder of the Corporation.
NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained herein, the parties hereto agree as follows:
| 1. | Sale and Transfer of the Stock |
Subject to the terms and conditions of this Agreement, on the Effective Date, Seller will sell, convey, assign, transfer, and deliver to Buyer, and Buyer will purchase from Seller, the Stock. Seller and Buyer are each active in and knowledgeable about the business, products, affairs, properties, risks, liabilities and prospects of the Corporation and each party has made his or her own independent judgment about the value of the Stock and is not relying on any representation or warranty, express or implied, about the value of the Stock or the past or future prospects of the Corporation. Each party assumes in full all risks of any nature whatsoever concerning the value of the Stock and each party forever and unconditionally waives any and all claims he or she may have against the other party or the Corporation, or the Corporation’s officers, directors or shareholders, based on or related to the value of the Stock.
| 2. | Consideration |
The consideration for the sale of the Stock is $1.00 and other good and valuable consideration.
| 3. | Closing Date |
The transaction contemplated by this Agreement shall have an effective closing date as of January 1, 2026 (the “Closing Date”). The closing of the transaction contemplated herein shall take place at the existing business location in Los Angeles, California (“the Closing”).
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| 4. | Conditions Precedent to Closing |
The Closing, and Buyer’s duty to perform, shall be contingent upon satisfaction or Buyer’s written waiver of the following:
| a. | Buyer to remove Seller from any and all liability as to any lease, line of credit, or other agreement currently binding Seller as a party or guarantor, unless otherwise agreed by the Parties. |
| b. | Seller shall void any stock certificates issued in his name and return any corporate records in his possession to a representative of Buyer and execute any documents required to effectuate the transfer of ownership. |
Once these conditions are met, the Closing will occur.
| 5. | Representations and Warranties of Seller |
As of the date hereof and the Closing Date, Seller represents and warrants to Buyer the following, the truth and accuracy of each of which shall constitute a condition precedent to the obligations of Buyer, and which shall survive the Closing Date:
5.1 Organization. Corporation is a corporation, duly formed, validly existing, and in good standing under the laws of the State of California.
5.2 Authority. Seller has full power and authority to enter into and consummate the transaction contemplated by this Agreement and, when executed, this Agreement will be a legal, valid and binding obligation of Seller, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy laws, laws affecting creditors’ rights generally and equitable principles.
5.3 Title to Subject Shares. The Stock is owned, beneficially and of record, by Seller, all of which shares are free and clear of all liens, encumbrances, security agreements, equities, options, claims, charges and restrictions, other than restrictions that may be set forth in any permits issued by the California Commissioner of Corporations or otherwise imposed by the California Corporations Code. The Stock represents all of the issued and outstanding shares of stock, and there are no outstanding warrants or options to issue additional stock in Corporation.
5.4 Tax Returns and Audits. To the best of Seller’s knowledge, and within the time and in the manner prescribed by law, Corporation has filed all federal, state, and local tax returns required by law and has paid all taxes, assessments and penalties due and payable attributable to Corporation’s business. There are no present disputes as to taxes of any nature payable by Corporation. Seller believes that 2025 taxes are on extension and have not yet been paid.
5.5 Compliance With Laws. To the best of Seller’s knowledge, Corporation and Seller have (a) complied with all laws, ordinances, regulations and orders applicable to the conduct of the Corporation and the Business, and has not received any notice asserting or alleging any noncompliance, and (b) filed with the proper authorities each statement, report, information and form required by each such authority.
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5.6 Legal Actions. To the best of Seller’s knowledge, there are no actions, suits or proceedings pending or threatened against Seller or Corporation which, individually or in the aggregate, could have a material adverse effect on any of the Corporation’s assets, the transactions contemplated herein or the operation of the Business after the Effective Date, whether at law or in equity. Corporation is not in default with respect to any order or decree of any federal, state or local court, department, agency, or arbitrator, which is directed against it, and is not in violation of any applicable federal, state or local law or regulation which would have a material adverse effect on the transactions contemplated herein after the Closing Date.
5.7 Relationship of the Parties. Buyer is already a shareholder in Corporation and Seller is an executive and the Chairman of the Board of Directors of Buyer. Seller has not and will not use any confidential information or participate in any votes or other evaluations as to this Agreement on behalf of Buyer.
5.8 Material Misstatements or Omissions. No representation or warranty of Seller contained in this Agreement, or in the Exhibits hereto, or in any document furnished or to be furnished pursuant to this Agreement, contains, or on the Closing Date will contain, an untrue statement of a material fact, or omits or will omit to state on the Closing Date a material fact, necessary to make the statements of fact herein or therein contained not misleading.
5.9 Financial Statements. To the best of Seller’s knowledge, all financial statements provided to Buyer fairly present the results of operation and financial position of Seller’s business for the periods and at the dates therein specified, and contain no material misrepresentation.
| 6. | Representations and Warranties of Buyer |
As of the date hereof and as of the Closing Date, Buyer represents and warrants to Seller the following, the truth and accuracy of each of which shall constitute a condition precedent to the obligations of Seller and which shall survive the Closing Date:
6.1 Authority. Buyer has full power and authority to execute and deliver this Agreement and consummate the transactions contemplated hereby and, when executed, this Agreement will be a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy laws.
6.2 Reporting. Buyer understands and acknowledges that Corporation may be required to report the transaction contemplated herein to the Securities and Exchange Commission and/or in its books and records which may require public filings.
6.3 Profits. Buyer is aware that all profits are future, and that Seller makes no representations related thereto other than the material representation that Seller has not and will not take any action to hinder the ability for Corporation to make profits or cause Corporation any damage or exposure to liability from any third party.
| 7. | Due Diligence. |
Buyer has reviewed the Corporation’s books, records, financial statements, and the operation of the Corporation, and has approved thereof.
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| 8. | Indemnification |
8.1 Buyer and Corporation shall indemnify, defend and hold harmless Seller, his agents, successors, and assigns from and against any and all claims, demands, losses, liabilities, costs, expenses, obligations and damages, including, without limitation, debts, interest, penalties and reasonable attorneys’ fees, suffered or incurred by Seller which arise, result from or relate to (a) a material breach of any of the provisions of this Agreement by Buyer, or (b) the conduct and operation of the Corporation’s business from before and after the Closing Date unless otherwise agreed by the Parties.
8.2 In the event any claim for indemnification hereunder arises on account of a claim or action made or instituted by a third person against the party to be indemnified, the party to be indemnified shall notify the indemnifying party, in writing, promptly after the receipt of notice by the party to be indemnified that such claim was made or that such action was commenced.
8.3 The indemnifying party shall be entitled to participate in the defense of any such claim or action by counsel of its own choosing, which counsel shall be reasonably satisfactory to the indemnified party. If the indemnifying party shall participate in the defense of such claim or action, the same shall not be settled without its written consent, which consent shall not unreasonably be withheld, conditioned, or delayed.
| 9. | Understanding of Risks. |
The Parties are fully aware of: (i) the highly speculative nature of the investment in the Stock; (ii) the financial hazards involved; (iii) the lack of liquidity of the Stock and the restrictions on transferability of the Stock; and, (iv) the financial condition of the Corporation; and (v) the tax consequences of and investment in the Stock.
| 10. | General Provisions |
10.1 Further Assurances. After the Closing Date, Seller and Buyer shall execute and deliver all such further instruments and documents and shall perform all other acts which the other may reasonably request in order to further effect or perfect the sale and transfer of the Stock to Buyer as contemplated in this Agreement.
10.2 Time. Time is of the essence to the parties’ performance per this Agreement.
10.3 Notices. All notices, statements or demands shall be in writing and shall be served in person, by facsimile, by express mail, by certified mail or by private overnight delivery to the last known addresses of each party. Service shall be deemed conclusively made (a) at the time of service, if personally served, (b) twenty four (24) hours after deposit in the United States mail, properly addressed and postage prepaid, if served by express mail, (c) five (5) days after deposit in the United States mail, properly addressed and postage prepaid, if served by certified mail and (d) twenty four (24) hours after delivery by the party giving the notice, statement or demand to the private overnight deliverer, if served by private overnight delivery.
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10.4 Waivers. A waiver of any of the terms and conditions of this Agreement in any one instance shall not be deemed a waiver of such term or condition for the future, or of any subsequent breach, nor shall it be deemed a waiver of performance of any other obligation.
10.5 Disputes. In the event a dispute shall arise between the parties, whether based on contract, tort, statute or other legal theory, arising out of or related to this Agreement, resulting in litigation, in addition to such other relief as may be awarded by the courts, the prevailing party or parties shall be entitled to recover reasonable attorneys’ fees, expenses and costs.
10.6 Confidentiality. Seller and Buyer shall not be required to keep confidential the terms hereof given Buyer’s status as a public entity; however, any confidential information, including what would be deemed confidential by a reasonable person, shall be kept strictly confidential unless it is already known to the public or is legally required to be disclosed.
10.7 Mediation. Any controversy or dispute arising out of or relating to this Agreement or the interpretation hereof shall be subject to a good faith mediation. Mediation shall be governed by the confidentiality requirements contained in California Evidence Code Section 1152.5. If any party commences an action for any dispute or claim to which this paragraph applies without first attempting to resolve the matter through mediation, or refuses to mediate after a request has been made, then that party shall not be entitled to recover attorneys’ fees, even if they would otherwise be available to that party in any such action.
10.8 Arbitration. Any controversy or dispute arising out of relating to this Agreement or the subject matter hereof, or breach thereof, which cannot be resolved through mediation, shall be settled by confidential arbitration in Los Angeles County, California, with Signature Resolution, ADR Services Inc., or such other arbitration services as the parties may agree to in writing, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The party prevailing in such arbitration shall be entitled to be paid all reasonable legal expenses and costs. The arbitrator shall be empowered to order such discovery as the arbitrator deems necessary or appropriate for the purpose of expeditiously and fairly resolving in such controversy.
10.9 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the successors and assignees of the parties.
10.10 Headings. The subject headings of this Agreement are for convenience only and shall not in any way affect the construction or interpretation of any provision of this Agreement.
10.11 Severability. If any provision of this Agreement, as applied to any party or to any circumstance, shall be found by a court of competent jurisdiction to be void, invalid or unenforceable, the same shall in no way affect any other provision, the application of any such provision in any other circumstance, or the validity or enforceability of this Agreement.
10.12 Advice of Counsel. The Parties acknowledge that they have each been given the opportunity to consult with counsel and to be represented in relation to this Agreement and are fully aware of their rights and obligations hereunder. The Parties have either been advised by counsel or having had a reasonable opportunity to seek the advice of counsel have affirmatively decided not to consult counsel.
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10.13 Governing Law. This Agreement shall be governed by, construed in accordance with and enforced under the laws of the State of California.
10.14 Entire Agreement. This Agreement, including the other agreements, exhibits and schedules to be entered into in connection with the transactions contemplated by this Agreement constitutes and embodies the entire understanding and agreement of the parties hereto relating to the subject matter hereof, and there are no other agreements or understandings, written or oral, in effect between the parties relating to such subject matter except as expressly referred to herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.
“Seller”
EM1 Capital, LLC
By: ______________________
Jaspreet Mathur, President
“Buyer”
Limitless X Holdings Inc., by its Officer
By: ______________________
Danielle Young, COO
“Corporation”
Limitless Films, Inc.
By: ______________________
Jaspreet Mathur, Authorized Agent
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Exhibit 10.7
AGREEMENT FOR TRANSFER OF STOCK AND PROMISSORY NOTE
This Agreement for Transfer of Stock (“Agreement”) is made as of January 1, 2026 (“the Effective Date”), by and among EM1 Capital, LLC (“Seller”) and Limitless X Holdings Inc. (“Buyer”). The stock that is the subject of this Agreement (hereinafter “Stock”) is 8 million (8,000,000) shares of capital stock of Limitless Entertainment Group, Inc., a Florida corporation (hereinafter the “Corporation”).
RECITALS
Buyer desires to purchase from Seller and Seller desires to sell to Buyer the remaining Stock owned by Seller in Corporation on the terms and subject to the conditions set forth in this Agreement; Corporation desires that this transaction be consummated. B. Seller owns, of record and beneficially, 80%, or 8,000,000 shares, of all the issued and outstanding shares of common stock of Corporation (“the Stock”). Buyer already owns the other 20%, or 2,000,000 shares, and hereby will acquire the Stock to be the sole owner and shareholder of the Corporation.
NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained herein, the parties hereto agree as follows:
1. Sale and Transfer of the Stock
Subject to the terms and conditions of this Agreement, on the Effective Date, Seller will sell, convey, assign, transfer, and deliver to Buyer, and Buyer will purchase from Seller, the Stock. Seller and Buyer are each active in and knowledgeable about the business, products, affairs, properties, risks, liabilities and prospects of the Corporation and each party has made his or her own independent judgment about the value of the Stock and is not relying on any representation or warranty, express or implied, about the value of the Stock or the past or future prospects of the Corporation. Each party assumes in full all risks of any nature whatsoever concerning the value of the Stock and each party forever and unconditionally waives any and all claims he or she may have against the other party or the Corporation, or the Corporation’s officers, directors or shareholders, based on or related to the value of the Stock.
2. Consideration
The consideration for the sale of the Stock is $1.00 and other good and valuable consideration.
3. Closing Date
The transaction contemplated by this Agreement shall have an effective closing date as of January 1, 2026 (the “Closing Date”). The closing of the transaction contemplated herein shall take place at the existing business location in Los Angeles, California (“the Closing”).
4. Conditions Precedent to Closing
The Closing, and Buyer’s duty to perform, shall be contingent upon satisfaction or Buyer’s written waiver of the following:
a. Buyer to remove Seller from any and all liability as to any lease, line of credit, or other agreement currently binding Seller as a party or guarantor, unless otherwise agreed by the Parties.
b. Seller shall void any stock certificates issued in his name and return any corporate records in his possession to a representative of Buyer and execute any documents required to effectuate the transfer of ownership.
Once these conditions are met, the Closing will occur.
5. Representations and Warranties of Seller
As of the date hereof and the Closing Date, Seller represents and warrants to Buyer the following, the truth and accuracy of each of which shall constitute a condition precedent to the obligations of Buyer, and which shall survive the Closing Date:
5.1 Organization. Corporation is a corporation, duly formed, validly existing, and in good standing under the laws of the State of California.
5.2 Authority. Seller has full power and authority to enter into and consummate the transaction contemplated by this Agreement and, when executed, this Agreement will be a legal, valid and binding obligation of Seller, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy laws, laws affecting creditors’ rights generally and equitable principles.
5.3 Title to Subject Shares. The Stock is owned, beneficially and of record, by Seller, all of which shares are free and clear of all liens, encumbrances, security agreements, equities, options, claims, charges and restrictions, other than restrictions that may be set forth in any permits issued by the California Commissioner of Corporations or otherwise imposed by the California Corporations Code. The Stock represents all of the issued and outstanding shares of stock, and there are no outstanding warrants or options to issue additional stock in Corporation.
5.4 Tax Returns and Audits. To the best of Seller’s knowledge, and within the time and in the manner prescribed by law, Corporation has filed all federal, state, and local tax returns required by law and has paid all taxes, assessments and penalties due and payable attributable to Corporation’s business. There are no present disputes as to taxes of any nature payable by Corporation. Seller believes that 2025 taxes are on extension and have not yet been paid.
5.5 Compliance With Laws. To the best of Seller’s knowledge, Corporation and Seller have (a) complied with all laws, ordinances, regulations and orders applicable to the conduct of the Corporation and the Business, and has not received any notice asserting or alleging any noncompliance, and (b) filed with the proper authorities each statement, report, information and form required by each such authority.
5.6 Legal Actions. To the best of Seller’s knowledge, there are no actions, suits or proceedings pending or threatened against Seller or Corporation which, individually or in the aggregate, could have a material adverse effect on any of the Corporation’s assets, the transactions contemplated herein or the operation of the Business after the Effective Date, whether at law or in equity. Corporation is not in default with respect to any order or decree of any federal, state or local court, department, agency, or arbitrator, which is directed against it, and is not in violation of any applicable federal, state or local law or regulation which would have a material adverse effect on the transactions contemplated herein after the Closing Date.
5.7 Relationship of the Parties. Buyer is already a shareholder in Corporation and Seller is an executive and the Chairman of the Board of Directors of Buyer. Seller has not and will not use any confidential information or participate in any votes or other evaluations as to this Agreement on behalf of Buyer.
5.8 Material Misstatements or Omissions. No representation or warranty of Seller contained in this Agreement, or in the Exhibits hereto, or in any document furnished or to be furnished pursuant to this Agreement, contains, or on the Closing Date will contain, an untrue statement of material fact, or omits or will omit to state on the Closing Date a material fact, necessary to make the statements of fact herein or therein contained not misleading.
5.9 Financial Statements. To the best of Seller’s knowledge, all financial statements provided to Buyer fairly present the results of operation and financial position of Seller’s business for the periods and at the dates therein specified, and contain no material misrepresentation.
6. Representations and Warranties of Buyer
As of the date hereof and as of the Closing Date, Buyer represents and warrants to Seller the following, the truth and accuracy of each of which shall constitute a condition precedent to the obligations of Seller and which shall survive the Closing Date:
6.1 Authority. Buyer has full power and authority to execute and deliver this Agreement and consummate the transactions contemplated hereby and, when executed, this Agreement will be a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy laws.
6.2 Reporting. Buyer understands and acknowledges that Corporation may be required to report the transaction contemplated herein to the Securities and Exchange Commission and/or in its books and records which may require public filings.
6.3 Profits. Buyer is aware that all profits are future, and that Seller makes no representations related thereto other than the material representation that Seller has not and will not take any action to hinder the ability for Corporation to make profits or cause Corporation any damage or exposure to liability from any third party.
7. Due Diligence.
Buyer has reviewed the Corporation’s books, records, financial statements, and the operation of the Corporation, and has approved thereof.
8. Indemnification
8.1 Buyer and Corporation shall indemnify, defend and hold harmless Seller, his agents, successors, and assigns from and against any and all claims, demands, losses, liabilities, costs, expenses, obligations and damages, including, without limitation, debts, interest, penalties and reasonable attorneys’ fees, suffered or incurred by Seller which arise, result from or relate to (a) a material breach of any of the provisions of this Agreement by Buyer, or (b) the conduct and operation of the Corporation’s business from before and after the Closing Date unless otherwise agreed by the Parties.
8.2 In the event any claim for indemnification hereunder arises on account of a claim or action made or instituted by a third person against the party to be indemnified, the party to be indemnified shall notify the indemnifying party, in writing, promptly after the receipt of notice by the party to be indemnified that such claim was made or that such action was commenced.
8.3 The indemnifying party shall be entitled to participate in the defense of any such claim or action by counsel of its own choosing, which counsel shall be reasonably satisfactory to the indemnified party. If the indemnifying party shall participate in the defense of such claim or action, the same shall not be settled without its written consent, which consent shall not unreasonably be withheld, conditioned, or delayed.
9. Understanding of Risks.
The Parties are fully aware of: (i) the highly speculative nature of the investment in the Stock; (ii) the financial hazards involved; (iii) the lack of liquidity of the Stock and the restrictions on transferability of the Stock; and, (iv) the financial condition of the Corporation; and (v) the tax consequences of and investment in the Stock.
10. General Provisions
10.1 Further Assurances. After the Closing Date, Seller and Buyer shall execute and deliver all such further instruments and documents and shall perform all other acts which the other may reasonably request in order to further effect or perfect the sale and transfer of the Stock to Buyer as contemplated in this Agreement.
10.2 Time. Time is of the essence to the parties’ performance per this Agreement.
10.3 Notices. All notices, statements or demands shall be in writing and shall be served in person, by facsimile, by express mail, by certified mail or by private overnight delivery to the last known addresses of each party. Service shall be deemed conclusively made (a) at the time of service, if personally served, (b) twenty four (24) hours after deposit in the United States mail, properly addressed and postage prepaid, if served by express mail, (c) five (5) days after deposit in the United States mail, properly addressed and postage prepaid, if served by certified mail and (d) twenty four (24) hours after delivery by the party giving the notice, statement or demand to the private overnight deliverer, if served by private overnight delivery.
10.4 Waivers. A waiver of any of the terms and conditions of this Agreement in any one instance shall not be deemed a waiver of such term or condition for the future, or of any subsequent breach, nor shall it be deemed a waiver of performance of any other obligation.
10.5 Disputes. In the event a dispute shall arise between the parties, whether based on contract, tort, statute or other legal theory, arising out of or related to this Agreement, resulting in litigation, in addition to such other relief as may be awarded by the courts, the prevailing party or parties shall be entitled to recover reasonable attorneys’ fees, expenses and costs.
10.6 Confidentiality. Seller and Buyer shall not be required to keep confidential the terms hereof given Buyer’s status as a public entity; however, any confidential information, including what would be deemed confidential by a reasonable person, shall be kept strictly confidential unless it is already known to the public or is legally required to be disclosed.
10.7 Mediation. Any controversy or dispute arising out of or relating to this Agreement or the interpretation hereof shall be subject to a good faith mediation. Mediation shall be governed by the confidentiality requirements contained in California Evidence Code Section 1152.5. If any party commences an action for any dispute or claim to which this paragraph applies without first attempting to resolve the matter through mediation, or refuses to mediate after a request has been made, then that party shall not be entitled to recover attorneys’ fees, even if they would otherwise be available to that party in any such action.
10.8 Arbitration. Any controversy or dispute arising out of relating to this Agreement or the subject matter hereof, or breach thereof, which cannot be resolved through mediation, shall be settled by confidential arbitration in Los Angeles County, California, with Signature Resolution, ADR Services Inc., or such other arbitration services as the parties may agree to in writing, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The party prevailing in such arbitration shall be entitled to be paid all reasonable legal expenses and costs. The arbitrator shall be empowered to order such discovery as the arbitrator deems necessary or appropriate for the purpose of expeditiously and fairly resolving in such controversy.
10.9 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the successors and assignees of the parties.
10.10 Headings. The subject headings of this Agreement are for convenience only and shall not in any way affect the construction or interpretation of any provision of this Agreement.
10.11 Severability. If any provision of this Agreement, as applied to any party or to any circumstance, shall be found by a court of competent jurisdiction to be void, invalid or unenforceable, the same shall in no way affect any other provision, the application of any such provision in any other circumstance, or the validity or enforceability of this Agreement.
10.12 Advice of Counsel. The Parties acknowledge that they have each been given the opportunity to consult with counsel and to be represented in relation to this Agreement and are fully aware of their rights and obligations hereunder. The Parties have either been advised by counsel or having had a reasonable opportunity to seek the advice of counsel have affirmatively decided not to consult counsel.
10.13 Governing Law. This Agreement shall be governed by, construed in accordance with and enforced under the laws of the State of California.
10.14 Entire Agreement. This Agreement, including the other agreements, exhibits and schedules to be entered into in connection with the transactions contemplated by this Agreement constitutes and embodies the entire understanding and agreement of the parties hereto relating to the subject matter hereof, and there are no other agreements or understandings, written or oral, in effect between the parties relating to such subject matter except as expressly referred to herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.
| “Seller” | ||
| EM1 Capital, LLC | ||
| By: | ||
| Jaspreet Mathur, President | ||
| “Buyer” | ||
| Limitless X Holdings, Inc., by its Officer | ||
| By: | ||
| Danielle Young, COO | ||
| “Corporation” | ||
| Limitless Entertainment Group, Inc. | ||
| By: | ||
| Jaspreet Mathur, Authorized Agent | ||
Exhibit 31.1
Certification of Principal Executive Officer
Pursuant to Rule 13a-14(a) and 15d-14(a) Under the Securities Exchange Act of 1934, As Amended
As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
I, Jaspreet Mathur, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Limitless X Holdings Inc.; | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report is any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| By: | /s/ Jaspreet Mathur | |
| Jaspreet Mathur | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
Date: June 26, 2026 |
Exhibit 31.2
Certification of Chief Financial Officer
Pursuant to Rule 13a-14(a) and 15d-14(a) Under the Securities Exchange Act of 1934, As Amended
As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
I, Benjamin Chung, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Limitless X Holdings Inc.; | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report is any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| By: | /s/ Benjamin Chung | |
| Benjamin Chung | ||
| Chief Financial Officer | ||
| (Principal Financial Officer and Principal Accounting Officer) | ||
| Date: June 26, 2026 |
Exhibit 32.1
Certification of Principal Executive Officer Pursuant to
18 U.S.C. Section 1350 As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act
In connection with the Quarterly Report of Limitless X Holdings Inc. (the “Company”) on Form 10-Q for the three months ended March 31, 2026 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 Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| By: | /s/ Jaspreet Mathur | |
| Name: | Jaspreet Mathur | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| Date: June 26, 2026 |
Exhibit 32.2
Certification of Principal Financial and Accounting Officer Pursuant to
18 U.S.C. Section 1350 As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act
In connection with the Quarterly Report of Limitless X Holdings Inc. (the “Company”) on Form 10-Q for the three months ended March 31, 2026 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 Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| By: | /s/ Benjamin Chung | |
| Benjamin Chung | ||
| Chief Financial Officer | ||
| (Principal Financial Officer and Principal Accounting Officer) | ||
| Date: June 26, 2026 |