Limitless X Holdings Inc.

05/22/2025 | Press release | Distributed by Public on 05/22/2025 15:00

Quarterly Report for Quarter Ending March 31, 2025 (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2025

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

For the transition period from __________ to ___________

Commission file number: 000-56453

LIMITLESS X HOLDINGS INC.

(Exact name of registrant as specified in its charter)

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

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

(Address of Principal Executive Offices)

(855) 413-7030

(Registrant's Telephone number)

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

Title 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.

Yes ☒ No ☐

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

Yes ☒ No ☐

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

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

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

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

Yes ☐ No ☒

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

As of May 18, 2025, there were 15,525,519shares of the registrant's common stock, $0.0001par value, issued and outstanding.

TABLE OF CONTENTS

Page
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements 1
Unaudited Condensed Consolidated Balance Sheets 1
Unaudited Condensed Consolidated Statements of Operations 2
Unaudited Condensed Consolidated Statement of Changes in Stockholders' Deficit 3
Unaudited Condensed Consolidated Statements of Cash Flows 4
Notes to the Unaudited Condensed Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 20
Item 3. Quantitative and Qualitative Disclosures About Market Risk 23
Item 4. Controls and Procedures 23
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 24
Item 1A. Risk Factors 24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 24
Item 3. Defaults Upon Senior Securities 24
Item 4. Mine Safety Disclosures 24
Item 5. Other Information 24
Item 6. Exhibits 24
Signatures 25
i

LIMITLESS X HOLDINGS INC.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

LIMITLESS X HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)
March 31, December 31,
2025 2024
ASSETS
Current Assets:
Cash $ 39,491 $ 53,549
Accounts receivables, net - 24,984
Inventories 85,476 18,415
Prepaid expenses 65,066 11,700
Total current assets 190,033 108,648
Non-Current Assets:
Property and equipment, net 900 980
Other assets 10,985 11,208
Total non-current assets 11,885 12,188
Total assets $ 201,918 $ 120,836
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued expenses $ 3,455,708 $ 6,024,556
Accrued interest 82,147 1,035,842
Royalty payable 229,714 220,535
Refunds and chargeback payable 7,650 55,296
Note payable 35,000 35,000
Notes payable to shareholder - 5,144,460
Notes payable to related parties 80,000 436,747
Loan payable 315,398 240,133
Total current liabilities 4,205,617 13,192,569
Total liabilities 4,205,617 13,192,569
Commitments and contingencies
Preferred Stock B - $0.0001par value; 30,000,000authorized shares; 1,062,712shares issued and outstanding, respectively 1,742,953 1,742,953
Preferred Stock C - $0.0001par value; 30,000,000authorized shares;
345,094shares issued and outstanding 		33,046,900 -
Stockholders' deficit
Preferred Stock A - $0.0001par value; 30,000,000authorized shares;
500,000shares issued and outstanding 		50 50
Preferred Stock D - $0.0001par value; 30,000,000authorized shares;
145,000shares issued and outstanding 		3,625,000 -
Common Stock- $0.0001par value; 300,000,000authorized shares;
14,220,702shares and 8,594,681shares issued and outstanding, respectively 		1,422 859
Common stock issuable, 358,332shares 261,305 83,555
Additional paid-in-capital 30,779,013 23,941,779
Accumulated deficit (73,460,342 ) (38,840,929 )
Total stockholders' deficit (38,793,552 ) (14,814,686 )
Total liabilities and stockholders' deficit $ 201,918 $ 120,836

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

Three Months Ended March 31,
2025 2024
Net Revenue
Product sales $ 251,936 $ 1,022,525
Total net revenue 251,936 1,022,525
Cost of Revenue
Cost of revenue 117,194 241,602
Total cost of sales 117,194 241,602
Gross profit 134,742 780,923
Operating expenses:
General and administrative 170,866 256,747
Advertising and marketing 191,134 721,678
Professional fees 3,420,935 280,066
Salaries and compensation 583,851 497,188
Total operating expenses 4,366,786 1,755,679
Loss from operations (4,232,044 ) (974,756 )
Other income (expense)
Interest expense (463,397 ) (100,964 )
Other income 2,428 7,902
Gain (Loss) on debt settlement (29,926,400 ) -
Other expense - (10,325 )
Total other income (expense), net (30,387,369 ) (103,387 )
Loss before income tax provision (34,619,413 ) (1,078,143 )
Income tax provision - -
Net loss $ (34,619,413 ) $ (1,078,143 )
Earnings (Loss) Per Share:
Net loss per common share - basic and diluted $ (2.68 ) $ (0.13 )
Weighted average number of common shares 12,906,080 8,594,681

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 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 Capital deficit Equity
Balance at December 31, 2023 10,349,097 $ 16,973,554 - $ - 500,000 $ 50 - $ - 3,992,234 $ 399 - $ - $ 4,793,068 $ (34,638,001 ) $ (29,844,484 )
Net loss - - - - - - - - - - - - - (1,078,143 ) (1,078,143 )
Balance at March 31, 2024 10,349,097 $ 16,973,554 - $ - 500,000 $ 50 - $ - 3,992,234 $ 399 - $ - $ 4,793,068 $ (35,716,144 ) $ (30,922,627 )
Preferred Stock B Preferred Stock C Preferred Stock A 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 Capital deficit Equity
Balance at December 31, 2024 1,062,712 $ 1,742,953 - $ - 500,000 $ 50 - $ - 8,594,681 $ 859 133,332 $ 83,555 $ 23,941,779 $ (38,840,929 ) $ (14,814,686 )
Salaries conversion to common stock - - - - - - - - 1,340,598 134 - - 536,117 - 536,251
Issuances of common stock to board of directors for services - conversion from accrued compensation - - - - - - - - 1,945,000 195 - - 972,305 - 972,500
Issuances of common stock to board of directors for services - - - - - - - - 220,000 22 - - 219,978 - 220,000
Consulting services - issuance of common stock - - - - - - - - 578,757 58 - - 403,460 - 403,518
Restricted stock grants - - - - - - - - 833,333 83 - - 430,083 - 430,166
Issuances of stock options - - - - - - - - 708,333 71 - - 365,570 - 365,641
Conversion of notes payable to shareholder to preferred stock C - - 193,680 19,368,000 - - - - - - - - 2,736,361 - 2,736,361
Conversion of notes payable to shareholder to preferred stock C - - 7,892 789,200 - - - - - - - - 87,892 - 87,892
Conversion of notes payable to related parties to preferred stock C - - 97,692 9,769,200 - - - - - - - - 1,085,468 - 1,085,468
Issuance of preferred stock C for services - - 25,000 1,037,500 - - - - - - - - - - -
Conversion of vendor accounts payable to preferred stock C - - 15,830 1,583,000 - - - - - - - - - - -
Issuances of preferred stock C for compensation - - 5,000 500,000 - - - - - - - - - - -
Conversion of notes payable to shareholder to preferred stock D - - - - - - 135,000 3,375,000 - - - - - - 3,375,000
Conversion of notes payable to shareholder to preferred stock D - - - - - - 10,000 250,000 - - - - - - 250,000
Common stock issuable for borrowings from shareholder - - - - - - - - - - 225,000 177,750 - - 177,750
Net loss - - - - - - - - - - - - - (34,619,413 ) (34,619,413 )
Balance at March 31, 2025 1,062,712 $ 1,742,953 345,094 $ 33,046,900 500,000 $ 50 145,000 $ 3,625,000 14,220,702 $ 1,422 358,332 $ 261,305 $ 30,779,013 $ (73,460,342 ) $ (38,793,552 )

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

(Unaudited)
Three Months Ended March 31,
2025 2024
Cash flows from operating activities:
Net loss $ (34,619,413 ) $ (1,078,143 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation 80 1,118
Salaries conversion to common stock 536,251 -
Gain (Loss) on debt settlement 29,926,400 -
Stock compensation expense by issuance of Preferred C 1,537,500 -
Issuances of common stock to board of directors for services - conversion from accrued compensation 972,500 -
Issuances of common stock to board of directors for services 220,000 -
Consulting services - issuance of common stock 403,518 -
Restricted stock grants 430,166 -
Stock option expense 365,641 -
Stock issued for borrowings 177,750 -
Changes in assets and liabilities:
Accounts receivables, net 24,984 (68,191 )
Inventories (67,061 ) (52,510 )
Prepaid expenses (53,366 ) -
Other assets 223 3,750
Accounts payable and accrued expenses (576,341 ) 569,682
Royalty payable 9,179 (32,910 )
Refunds and chargeback payable (47,646 ) 24,561
Net cash used in operating activities (759,635 ) (632,643 )
Cash flows from financing activities:
Repayments on loan payable (33,424 ) -
Proceeds from borrowings from stockholder 500,000 -
Proceeds from borrowings from related parties 279,001 539,428
Net cash provided by financing activities 745,577 539,428
Net increase(decrease) in cash (14,058 ) (93,215 )
Cash - beginning of period 53,549 116,100
Cash - end of period $ 39,491 $ 22,885
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 $ 536,251 $ -
Conversion of loans payable and accrued interest to stockholder to Preferred C Shares $ 5,492,780 $ -
Conversion of loans payable and accrued interest to related parties to Preferred C Shares $ 1,085,468 $ -
Conversion of loans payable and accrued interest to stockholder to Preferred D Shares $ 3,625,000 $ -

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 11 shareholders (the "LimitlessX Acquisition"). The parties completed and closed the LimitlessX Acquisition on May 20, 2022 by issuing an aggregate of 3,233,334shares 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 300,000shares 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, 500,000shares of Bio Lab's Class A Preferred Convertible Stock, which at all times have a number of votes equal to 60% of all of the issued and outstanding shares of common stock of Bio Lab.

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

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

The Company (as defined below) is a lifestyle brand, focused in the health and wellness industry. Initially, the Company focused on nutritional supplements, wellness studies, and interactive training videos and has since focused its business on performance marketing, sales of digital services, and sales of products. The Company's mission is to provide businesses a turnkey solution to sell their products. Company teams include sales, marketing, user interface design (UI), user experience design (UX), fulfillment, customer support, labeling, product manufacturing, consulting, retailing, and payment processing, among others.

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

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited interim consolidated financial statements as of and for the three months ended March 31, 2025 and 2024 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, 2025 are not necessarily indicative of the results that may be expected for any future periods or the year ending December 31, 2025. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company's 2024 Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on May 9, 2025.

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 $73.5million at March 31, 2025, and had a net loss of $34.6million for the three months ended March 31, 2025. These matters raise substantial doubt about the Company's ability to continue as a going concern.

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.

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. 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 other businesses Limitless Films, Inc. (formed December 2024), XocelForte Therapeutics Inc. (formed in Augusts 2024), Limitless Entertainment, Inc. (December 2024), Limitless Digital Assets, Inc. (formed in December 2024) and Limitless Living Inc. (formed in December 2024) did not have any transactions during 2024 and three months ended March 31, 2025.

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.

6

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.

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

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

The total holdback receivables balance reflects the 0-10% reserve on gross sales and additional reserves by the third-party processor for additional returns and chargebacks if needed.

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 approximately $191,134and $721,678for the three months ended March 31, 2025 and 2024, respectively, and are included in operating expenses in the accompanying statements of operations.

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. There was no deferred revenue related to services revenue as of March 31, 2025 and December 31, 2024.

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.

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 20% restocking fee. The Company's estimate of the reserve is based upon the Company's most historical experience of actual customer returns.

8

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 greater than 50% likelihood of being realized upon ultimate settlement.

Earnings (Loss) per Share

The Company calculates earnings per share in accordance with Financial Accounting Standards Board ("FASB") ASC 260, Earnings Per Share, which requires a dual presentation of basic and diluted earnings per share. Basic earnings per share ("EPS") is computed by dividing earnings (losses) attributable to common shareholders by the weighted average number of common shares outstanding for the periods. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The Company had a loss for the three months ended March 31, 2025 and 2024.

Equity Based Payments

The Company accounts for equity-based payment accruals under authoritative guidance as set forth in the Topics of the ASC. The guidance requires all equity-based payments to employees and non-employees, including grants of employee and non-employee stock options and warrants, to be recognized in the consolidated financial statements based at their fair values. 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, 2025 and 2024, the Company granted no securities under its 2020 Stock Incentive Plan, 2022 Restricted Stock Plan, and 2022 Stock Option 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 100% and 99% of total purchases for the three months ended March 31, 2025 and 2024, respectively.

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, 2025.

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.

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.

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.

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NOTE 3 - 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 4.00% of gross sales, excluding returns, chargebacks, and other such allowances.

On October 1, 2023, the Company terminated each of the License Agreements; however, the Company maintained its license for NZT-48 with LPI.

The Company was required to start paying all earned royalties to each of the Licensors beginning on June 15, 2022. As of October 1, 2023, the royalty payable was $1,557,432and due to termination of license, all inventories were provided back to the Licensors on the same date of termination. Inventories that were to be provided back to the Licensors was $2,363,151on October 1, 2023. The net difference resulted in accounts receivables from Licensors in the amount of $805,719. As this net amount of $805,719was to the Licensors of which these companies are controlled and all owned by the shareholder of the Company, this amount of net receivables was classified as an offset to note payable to the shareholder as of December 31, 2023.

As of March 31, 2025 and December 31, 2024, royalty payables were $229,714and $220,535, respectively.

NOTE 4 - NOTE PAYABLE

On March 1, 2021, an individual loaned Prime Time Live, Inc. $35,000in exchange for an unsecured promissory note, with interest at a rate of 10% per annum, and a maturity date of March 1, 2022, which was then extended to May 31, 2023. Interest is due and payable on the first day of each month. As of March 31, 2025 and December 31, 2024, the balance was $35,000.

NOTE 5 - NOTES PAYABLE TO SHAREHOLDER

Notes payable to shareholders consisted of the following:

March 31, December 31,
2025 2024
December 6, 2021 ($50,000) $ - $ 50,000
February 11, 2022 ($150,000) - 150,000
May 8, 2022 ($550,000) - 550,000
May 16, 2022 ($1,100,000) - 1,100,000
May 18, 2022 ($450,000) - 450,000
June 1, 2022 ($500,000) - 500,000
June 30, 2022 ($922,028) - 922,028
August 25, 2022 ($290,000) - 290,000
November 15, 2022 ($450,000) - 450,000
May 16, 2023 ($150,000) - 150,000
May 18, 2023 ($50,000) - 50,000
June 5, 2023 ($150,000) - 150,000
June 20, 2023 ($50,000) - Funding Commitment - 50,000
July 13, 2023 ($50,000) - Funding Commitment - 50,000
August 1, 2023 ($190,000) - Funding Commitment - 190,000
August 7, 2023 ($50,000) - Funding Commitment - 42,432
March 23, 2025 ($500,000) - -
Total notes payable to stockholder (current) $ - $ 5,144,460

December 6, 2021 - $50,000

On December 6, 2021, the Company entered into a Loan Authorization and Agreement for a loan of $50,000from a shareholder, the proceeds of which were used to be used for working capital purposes. Beginning on June 1, 2022, the loan required a payment of $4,303per month, which included principal and interest with an interest rate of 6% per annum. The total balance of principal and interest of $51,640was converted to preferred C shares during the three months ended March 31, 2025.

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February 11, 2022 - $150,000

On February 11, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $150,000from a shareholder, the proceeds of which were to be used for working capital purposes. Beginning on June 1, 2022, the loan required a payment of $12,910per month, which included principal and interest with an interest rate of 6% per annum. The total balance of principal and interest of $154,920was converted to preferred C shares during the three months ended March 31, 2025.

May 8, 2022 - $550,000

On May 8, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $550,000from a shareholder, the proceeds of which were to be used for working capital purposes. Beginning on June 1, 2022, the loan required a payment of $47,337per month, which included principal and interest with an interest rate of 6% per annum. The total balance of principal and interest of $568,038was converted to preferred C shares during the three months ended March 31, 2025.

May 16, 2022 - $1,100,000

On May 16, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $1,100,000from a shareholder, the proceeds of which were to be used for working capital purposes. Interest began accruing at the rate of 8.5% per annum on June 17, 2022 was converted to preferred C shares during the three months ended March 31, 2025.

May 18, 2022 - $450,000

On May 18, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $450,000from a shareholder, the proceeds of which were to be used for working capital purposes. Interest began accruing at the rate of 8.5% per annum on June 19, 2022 and was due on May 18, 2023. During the three months ended March 31, 2025, approximately $300,000of this amount including accrued interest was converted to preferred C shares and $150,000including accrued interest was converted to preferred D shares.

June 1, 2022 - $500,000

On June 1, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $500,000from a shareholder, the proceeds of which were to be used for working capital purposes. Beginning on August 1, 2022, the loan required a payment of $43,494per month, which included principal and interest with an interest rate of 8% per annum. The total balance of principal and interest of $521,931was due on July 1, 2023. During the three months ended March 31, 2025, this amount including accrued interest was converted to preferred D shares.

June 30, 2022 - $922,028

On September 30, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $922,028from a shareholder, the proceeds of which were to be used for working capital purposes. Beginning on August 1, 2022, the loan required a payment of $80,206per month, which included principal and interest with an interest rate of 8% per annum. The total balance of principal and interest of $962,469was due on August 1, 2023. During the three months ended March 31, 2025, this amount including accrued interest was converted to preferred D shares.

August 25, 2022 - $290,000

On August 25, 2022, the Company entered into a Loan Authorization Agreement for a loan of $290,000from a shareholder, the proceeds of which were to be used for working capital purposes. The loan has an interest rate of 10% per annum and is due on demand. During the three months ended March 31, 2025, this amount including accrued interest was converted to preferred D shares.

November 15, 2022 - $450,000

On November 15, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $450,000from a shareholder, the proceeds of which were to be used for working capital purposes. The loan has an interest rate of 10% per annum and is due on demand. During the three months ended March 31, 2025, this amount including accrued interest was converted to preferred D shares.

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May 16, 2023 - $150,000

On May 16, 2023, the Company entered into a Loan Authorization and Agreement for a loan of $150,000from a shareholder, the proceeds of which were to be used for working capital purposes. The loan has an interest rate of 10% per annum and is due on demand. During the three months ended March 31, 2025, this amount including accrued interest was converted to preferred D shares.

May 18, 2023 - $50,000

On May 18, 2023, the Company entered into a Loan Authorization and Agreement for a loan of $50,000from a shareholder, the proceeds of which were to be used for working capital purposes. The loan has an interest rate of 10% per annum and is due on demand. During the three months ended March 31, 2025, this amount including accrued interest was converted to preferred D shares.

June 5, 2023 - $150,000

On June 5, 2023, the Company entered into a Loan Authorization and Agreement for a loan of $150,000from a shareholder, the proceeds of which were to be used for working capital purposes. The loan has an interest rate of 10% per annum and is due on demand. During the three months ended March 31, 2025, this amount including accrued interest was converted to preferred D shares.

Funding Commitment Agreement

On June 3, 2023, the Company entered into a Funding Commitment Agreement (the "Funding Commitment") with its Chief Executive Officer and Chairman of the Board of Directors, Jaspreet Mathur, wherein Mr. Mathur committed to provide up to $1,000,000of working capital to the Company over the next three months. Mr. Mathur agreed to the Funding Commitment in exchange for a one year convertible promissory note for each drawdown amount advanced to the Company with an annual interest rate of 10% and a balloon payment of principal and interest due at maturity, unless Mr. Mathur elects to convert the outstanding principal and interest into Class B Preferred Stock of the Company at the conversion price of $1.50per share; provided, however, Mr. Mathur may only covert each note within the term of the Funding Commitment, in the event of the occurrence of the earlier of a public offering of securities of the Company pursuant to a registration statement filed with the SEC and declared effective pursuant to the Securities Act of 1933, upon completion of which the Company has a class of stock registered under the Securities Exchange Act of 1934 and that stock is listed on a national stock exchange, or a liquidation, merger, acquisition, sale of voting control or sale of substantially all of the assets of the Company in which the shareholders of the Company do not own a majority of the outstanding shares of the surviving corporation. For the avoidance of doubt, a national stock exchange includes Nasdaq, NYSE, and NYSE American, but excludes any over-the-counter quotation systems or trading platforms. The balance of the Funding Commitment are as follows:

March 31, December 31,
2025 2024
June 20, 2023 ($50,000) $ - $ 50,000
July 13, 2023 ($50,000) - 50,000
August 1, 2023 ($190,000) - 190,000
August 7, 2023 ($50,000original) - 42,432
Total notes payable to related parties (current) $ - $ 332,432

During the three months ended March 31, 2025, this amount including accrued interest was converted to preferred D shares.

March 21, 2025 - $500,000

On March 21, 2025, the Company entered into a Loan Authorization and Agreement for a loan of $500,000from a shareholder, the proceeds of which were to be used for working capital purposes. The loan has an interest rate of 12.5% per annum and is due within 6months from the date of the agreement. Furthermore, the Company is required to issue 10,000preferred C shares (issued on April 10, 2025) and 225,000common stock shares (issued on April 10, 2025) under the agreement. These shares were calculated at fair value at the date of issuance and the Company recorded interest expense of $427,750. This loan balance was converted to preferred stock C during the three months ended March 31, 2025.

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NOTE 6 - NOTES PAYABLE TO RELATED PARTIES

Notes payable to related parties consisted of the following:

March 31, December 31,
2025 2024
May 10, 2022 ($12,500) $ 12,500 $ 12,500
May 10, 2022 ($12,500) 12,500 12,500
May 10, 2022 ($20,000) 20,000 20,000
May 31, 2022 ($5,000) 5,000 5,000
May 31, 2022 ($15,000) 15,000 15,000
June 9, 2022 ($15,000) 15,000 15,000
March 27, 2024 ($100,000) - 100,000
April 22, 2024 ($49,139) - 45,763
April 26, 2024 ($45,000) - 45,000
June 25, 2024 ($32,000) - 32,000
June 28, 2024, 2024 ($25,000) - 15,000
March 15, 2024 ($419,428) - 118,984
March 24, 2025 ($ 163,515) - -
Total notes payable to related parties (current) $ 80,000 $ 436,747
● May 10, 2022 - $12,500

On May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $12,500in exchange for a promissory note that includes interest at the rate of 10% per annum on the unpaid principal balance, with all unpaid principal and interest due on or before May 10, 2023. Interest began accruing on May 10, 2022. As of March 31, 2025 and December 31, 2024, the loan is due upon demand.

● May 10, 2022 - $12,500

On May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $12,500in exchange for a promissory note that includes interest at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before May 10, 2023. Interest began accruing on May 10, 2022. As of March 31, 2025 and December 31, 2024, the loan is due upon demand.

● May 10, 2022 - $20,000

On May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $20,000in exchange for a promissory note that included interest at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before May 10, 2023. Interest began accruing on May 10, 2022. As of March 31, 2025 and December 31, 2024, the loan is due upon demand.

● May 31, 2022 - $5,000

On May 31, 2022, a related party of the Company loaned Prime Time Live, Inc. $5,000in exchange for a promissory note that included interest at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before May 31, 2023. Interest began accruing on May 31, 2022. As of March 31, 2025 and December 31, 2024, the loan is due upon demand.

● May 31, 2022 - $15,000

On May 31, 2022, a related party of the Company loaned Prime Time Live, Inc. $15,000in exchange for a promissory note that included interest at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before May 31, 2023. Interest began accruing on May 31, 2022. As of March 31, 2025 and December 31, 2024, the loan is due upon demand.

● June 9, 2022 - $15,000

On June 9, 2022, the Company loaned share holder of the company $15,000in exchange for a promissory note that included interest at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before May 10, 2023. Interest began accruing on May 10, 2022. As of March 31, 2025 and December 31, 2024, the loan is due upon demand.

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● March 15, 2024 - $419,428

On March 12, 2024, Emblaze One, a company owned by the shareholder of the company, a related party, provided $419,428as a loan that includes interest at the rate of 10% per annum on the unpaid principal balance, with all unpaid principal and interest due on demand. The balance was $189,376as of September 30, 2024. The amount including interest was converted to preferred stock C during the three months ended March 31, 2025.

● March 27, 2024 - $100,000

On March 12, 2024, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $100,000as a loan that includes interest at the rate of 10% per annum on the unpaid principal balance, with all unpaid principal and interest due on demand. The amount including interest was converted to preferred stock C during the three months ended March 31, 2025.

● April 22, 2024 - $49,139

On April 22, 2024, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $49,139as a loan that includes interest at the rate of 10% per annum on the unpaid principal balance, with all unpaid principal and interest due on demand. The amount including interest was converted to preferred stock C during the three months ended March 31, 2025.

● April 26, 2024 - $45,000

On April 26, 2024, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $45,000as a loan that includes interest at the rate of 10% per annum on the unpaid principal balance, with all unpaid principal and interest due on demand. The amount including interest was converted to preferred stock C during the three months ended March 31, 2025.

● June 25, 2024 - $32,000

On June 25, 2024, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $32,000as a loan that includes interest at the rate of 10% per annum on the unpaid principal balance, with all unpaid principal and interest due on demand. The amount including interest was converted to preferred stock C during the three months ended March 31, 2025.

● June 28, 2024 - $25,000

On June 28, 2024, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $25,000as a loan that includes interest at the rate of 10% per annum on the unpaid principal balance, with all unpaid principal and interest due on demand. The amount including interest was converted to preferred stock C during the three months ended March 31, 2025.

● March 24, 2025 - $163,515

On March 24, 2025, Emblaze One, a company owned by the shareholder of the company, a related party, provided $163,515as a loan that includes interest at the rate of 10% per annum on the unpaid principal balance, with all unpaid principal and interest due on demand. The amount including interest was converted to preferred stock C during the three months ended March 31, 2025.

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NOTE 7 - LOAN PAYABLE

The Company entered into a loan payable agreement in July 2024 in the amount of $360,000with a lender. The loan has interest rate of 15.51% per annum. The loan is an fully amortizable loan with maturity of 18months. The loan is secured by the Company's merchant account receivables. Loan payable amount was $315,398and $240,133as of March 31, 2025 and December 31, 2024, respectively.

NOTE 8 - STOCKHOLDERS' DEFICIT

Common Stock

As of March 31, 2025 and December 31, 2024, the Company has 300,000,000authorized shares of common stock par value $0.0001per share.

Preferred Stock

As of March 31, 2025 and December 31, 2024, the Company has authorized 30,000,000shares of preferred stock, 500,000shares of which were designated as Class A Convertible Preferred Stock ("Class A Preferred Stock"). and 11,000,000shares of which were designated as Class B Convertible Preferred Stock.

Class A Convertible Stock

As of March 31, 2025 and December 31, 2024, there were a total of 500,000shares 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 60% of the voting power of the Company. Further, the holder of the Class A Preferred Stock can convert one share of Class A Preferred Stock into two shares of the Company's common stock, subject to adjustment. In addition, the holder of the Class A Preferred Stock is entitled to a liquidation preference of the Company senior to all other securities of the Company.

Class B Convertible Stock

On October 23, 2023, pursuant to certain Conversion Agreements, the Company issued an aggregate of 10,349,097shares of Class B Preferred Stock and extinguished $9,675,000of convertible debt including accumulated interest as of October 23, 2023 in the amount of $674,097. The holders of the Class B Preferred Stock are entitled to a liquidation preference senior to common stock and junior to the Class A Preferred Stock at a liquidation price of $3.00per share of Class B Preferred Stock. The Class B Preferred Stock also has conversion rights, whereby each share of Class B Preferred Stock is convertible into two shares of Common Stock at the discretion of the holder, subject to beneficial ownership limitations. The holders of the Class B Preferred Stock have no voting rights, unless otherwise provided for in its Certificate of Designation or by law.

On September 9, 2024, pursuant to the conversion agreement, the convertible B shareholders converted 9,286,385shares of Class B Preferred Stock in exchange for 311,100common stock. The conversion amount of Class B Preferred Stock was $15,230,601at the date of conversion.

Class C Convertible Stock

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. The Company currently has 30,000,000shares of preferred stock ("Preferred Stock") authorized. Of the 30,000,000authorized shares of Preferred Stock, 500,000shares are designated as Class A Convertible Preferred Stock (the "Class A Stock"), all of which are issued and outstanding. Additionally, 11,000,000shares of the Preferred Stock are designated as Class B Convertible Preferred Stock (the "Class B Stock"), of which 531,356shares are issued and outstanding. The Company has 300,000,000shares of common stock ("Common Stock") authorized, of which 7,179,961shares are issued and outstanding. The Certificate designates 5,000,000shares of the Company's Preferred Stock as Class C Convertible Preferred Stock with a par value of $0.0001per share ("Class C Stock"). The Class C Stock ranks (i) junior to the Class A Stock and Class B 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 Stock is not entitled to dividends except as required by law. The Class C Stock shall have no voting rights other than as set forth in the Certificate or as required by law.

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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 $2,824,253was converted to 201,572shares of Class C Preferred Stock. The conversion amount of Class C Preferred Stock was $20,157,200at the date of conversion. The Company recognized loss from settlement of debt in the amount of $20,157,200during the three months ended March 31, 2025.
● The Company issued 5,000shares 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 $500,000during 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 $1,085,468was converted to 97,692shares of Class C Preferred Stock. The conversion amount of Class C Preferred Stock was $9,769,200at the date of conversion. The Company recognized loss from settlement of debt in the amount of $9,769,200during the three months ended March 31, 2025.
● The Company issued 25,000shares of Class C Preferred Stock to consultant for services. The Company recognized stock compensation expense of $1,037,500during 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 $1,583,000was converted to 15,830shares of Class C Preferred Stock. The conversion amount of Class C Preferred Stock was $1,583,000 at the date of conversion which was fair value based on common stock trading at the date of conversion. As a result, no gain or loss was recognized.

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 $2,824,253notes payable to shareholder $ 20,157,200
Conversion of $1,085,468notes payable to related party 9,769,200
Total loss from settlement of notes payable to shareholder and related parties $ 29,926,400

Class D Convertible Stock

Effective as of January 23, 2025, the Company filed a Certificate of Designation of Series D 15% Cumulative Redeemable Perpetual Preferred Stock (the "Certificate") with the Delaware Secretary of State and in accordance with the Delaware General Corporation Law. The Company currently has 30,000,000 shares of preferred stock ("Preferred Stock") authorized. Of the 30,000,000 authorized shares of Preferred Stock, 500,000 shares are designated as Class A Convertible Preferred Stock (the "Class A Stock"), all of which are issued and outstanding. 11,000,000 shares of the Preferred Stock are designated as Class B Convertible Preferred Stock (the "Class B Stock"), of which 531,356 shares are issued and outstanding. Additionally, 5,000,000 shares of the Preferred Stock are designated as Class C Convertible Preferred Stock (the "Class C Stock"), of which 320,094 shares are issued and outstanding. The Company has 300,000,000 shares of common stock ("Common Stock") authorized, of which 12,235,708 shares are issued and outstanding as of January 23, 2025. The Certificate designates 5,000,000 shares of the Company's Preferred Stock as Series D 15% Cumulative Redeemable Perpetual Preferred Stock, par value of $0.0001 per share ("Series D Stock"). The Series D Stock ranks (i) junior to the Class A Stock, Class B Stock, and Class C Stock and all of the Company's existing and future indebtedness (including indebtedness convertible into the Company's Common Stock or Preferred Stock) and to the indebtedness and other liabilities of (as well as any preferred equity interests held by others in) the Company's existing subsidiaries and any future subsidiaries, (ii) senior to any other class or series of outstanding Preferred Stock or Common Stock, (iii) on parity with all equity securities issued by the Company with terms specifically providing that those equity securities rank on parity with the Series D Stock with respect to rights to the payment of dividends and the distribution of assets upon the Company's liquidation, dissolution, or winding up, and (iv) senior 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 ranking of the Series D Stock in relation to items (i)-(iv), the "Series D Stock Distribution Ranking"). Holders of the Series D Stock are entitled to receive cumulative cash dividends at the rate of 15% on the stated value of $25.00 per share of the Series D Preferred Stock per annum (equivalent to $3.75 per annum per share) (the "Series D Stock Dividend"). The Series D Stock Dividend is payable every quarter as and if declared by the Company's board of directors and as permitted by law.

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 $3,375,000was converted to 135,000shares of Class D Preferred Stock. The conversion amount of Class C Preferred Stock was $3,375,000or $25per share at the date of conversion.
● On March 21, 2025, the Company entered into a Loan Authorization and Agreement for a loan of $500,000 from a shareholder, the proceeds of which were to be used for working capital purposes. Under this agreement, the Company also provided 10,000preferred D shares. The Company recorded 10,000preferred D shares at $250,000or $25per share which is deemed at fair value as the previous conversion rate for notes payable to shareholder was at $25per share.
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NOTE 9 - EQUITY BASED PAYMENTS

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

Stock Incentive Plans

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 2,222shares of the Company's common stock were reserved for the 2020 Stock Incentive Plan. As of March 31, 2025 and December 31, 2024, there were nogrants 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 833,333shares of the Company's common stock is reserved for the 2022 Stock Option Plan.

The Company granted and issued the following stock options during the three months ended March 31, 2025:

○ The Company granted and issued 708,333shares of common stock under the 2022 Stock Option Plan to its employees during the three months ended March 31, 2025. Under the stock option grant, these shares were fully vested at the time of issuance with no exercise price. The common stock share trading price was $0.52per share at the time of issuances and the Company recognized $365,641as stock compensation expense during the three months ended March 31, 2025.
● 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 833,333shares of common stock is reserved for the 2022 Restricted Stock Plan.

The Company granted and issued the following restricted stock during the three months ended March 31, 2025:

○ The Company granted and issued 833,333shares of common stock under the 2022 Restricted Stock Plan to its employees during the three months ended March 31, 2025. Under the plan, these shares were fully vested at the time of issuance with no exercise price. The common stock share trading price was $0.52per share at the time of issuances and the Company recognized $430,166as stock compensation expense during the three months ended March 31, 2025.
18

Stock Compensation - Others

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, 2025:

● Issuances of Shares for Accrued Board of Directors Compensation Settlement - The Company issued 1,945,000common stock shares to its Board of Directors for prior year services of which the Company had accrued $972,500 as accrued board compensation at December 31, 2024. The accrued amount of $972,500was settled with issuance of 1,945,000common shares.
● Issuances of Shares for Board of Directors Compensation - The Company issued 220,000common stock shares to its Board of Directors for its services. The common stock share trading price was $1.00per share at the time of issuance and the Company recognized $220,000as stock compensation expense during the three months ended March 31, 2025.
● Issuances of Shares to Consultants for Services - The Company issued 578,757common stock shares to consultants. Some of these consultants require entire year of 2025 services, therefore, some of stock compensation expense of $403,518was recorded as prepaid at March 31, 2025. The prepaid amount was $58,073at March 31, 2025 and is recorded as prepaid expenses in the consolidated balance sheets.
● Issuances of Shares for Accrued Salaries Settlement - The Company issued 1,340,598common stock shares to its employees for prior year accrued wages of $536,251. The accrued amount of $536,251was settled with issuance of 1,340,598common shares.

● Common Stock and Preferred D Shares Issuable from Additional Borrowings from Notes Payable to Shareholder ($500,000) - On March 21, 2025, the Company entered into a Loan Authorization and Agreement for a loan of $500,000from a shareholder, the proceeds of which were to be used for working capital purposes. The loan has an interest rate of 12.5% per annum and is due within 6months from the date of the agreement. Furthermore, the Company is required to issue 10,000preferred C shares (issued on April 10, 2025) and 225,000common stock shares (issued on April 10, 2025) under the agreement. These shares were calculated at fair value at the date of issuance and the Company recorded interest expense of $427,750. The $500,000was converted to preferred stock C during the three months ended March 31, 2025.

NOTE 10 - RELATED PARTY TRANSACTIONS

The Company had the following related party transactions:

● 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 4.00% of gross sales, excluding returns, chargebacks, and other such allowances. On October 1, 2023, the Company terminated each of the License Agreements; however, the Company maintained its license for NZT-48 with LPI. As of March 31, 2025 and December 31, 2024, the royalty payable was $229,714and $220,535, respectively.
● 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, 2025 and December 31, 2024, the Company had $0and $5,144,460outstanding. The amount outstanding at December 31, 2024 was converted to preferred C and D shares during the three months ended March 31, 2025. Refer to Note 8.
● Notes Payable to Related Parties - The Company entered into various notes payable with shareholders of the Company. As of March 31, 2025 and December 31, 2024, the Company had $0and $436,747outstanding, respectively. The amount outstanding at December 31, 2024 was converted to preferred C shares during the three months ended March 31, 2025. Refer to Note 8.

NOTE 11 - 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 have a material effect on the results of operation or financial position of the Company.

NOTE 12 - SUBSEQUENT EVENTS

The Company evaluated all events or transactions that occurred after March 31, 2025. During this period, the Company did not have any material recognizable subsequent events required to be disclosed other than the following:

● Common Stock and Preferred C Shares Issuances (April 10, 2025) - On March 21, 2025, the Company entered into a Loan Authorization and Agreement for a loan of $500,000from a shareholder, the proceeds of which were to be used for working capital purposes. The loan has an interest rate of 12.5% per annum and is due within 6months from the date of the agreement. Furthermore, the Company is required to issue 10,000preferred C shares and 225,000common stock shares under the agreement. These shares were issued on April 10, 2025.
● The Company issued 355,552common shares on May 6, 2025 to a consultant for consulting services.
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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.

INTRODUCTION

On May 11, 2022, Bio Lab Naturals, Inc., a Delaware corporation ("Bio Lab"), entered into a Share Exchange Agreement (the "Share Exchange Agreement") with Limitless X, Inc., a Nevada corporation ("LimitlessX"), and its 11 shareholders (the "LimitlessX Acquisition"). The parties completed and closed the LimitlessX Acquisition on May 20, 2022 by issuing an aggregate of 3,233,334 shares of common stock of Bio Lab to the LimitlessX shareholders (the "Acquisition Closing"). According to the terms of the Share Exchange Agreement, Bio Lab then issued an additional 300,000 shares of common stock to the LimitlessX shareholders pro rata to their interests 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, 2025 Compared to the Three Months Ended March 31, 2024:

Three Months Ended March 31,
(restated)
2025 2024 Changes
% of % of
Amount Sales Amount Sales Amount %
Revenue
Product sales $ 251,936 100.0 % $ 1,022,525 100.0 % $ (770,589 ) -75.4 %
Total revenue 251,936 100.0 % 1,022,525 100.0 % (770,589 ) -75.4 %
Cost of sales
Cost of sales 117,194 46.5 % 241,602 23.6 % (124,408 ) -51.5 %
Total cost of sales 117,194 46.5 % 241,602 23.6 % (124,408 ) -51.5 %
Gross profit 134,742 53.5 % 780,923 76.4 % (646,181 ) -82.7 %
Operating expenses:
General and administrative 170,866 67.8 % 256,747 25.1 % (85,881 ) -33.4 %
Advertising and marketing 191,134 75.9 % 721,678 70.6 % (530,544 ) -73.5 %
Professional fees 3,420,935 1357.9 % 280,066 27.4 % 3,140,869 1121.5 %
Salaries and compensation 583,851 231.7 % 497,188 48.6 % 86,663 17.4 %
Total operating expenses 4,366,786 1733.3 % 1,755,679 171.7 % 2,611,107 148.7 %
Income (loss) from operations (4,232,044 ) -1679.8 % (974,756 ) -95.3 % (3,257,288 ) 334.2 %
Other income (expense)
Interest expense (463,397 ) -183.9 % (100,964 ) -9.9 % (362,433 ) 359.0 %
Other income 2,428 1.0 % 7,902 0.8 % (5,474 ) -69.3 %
Other expense - 0.0 % (10,325 ) -4.1 % 10,325 -100.0 %
Gain (Loss) on debt settlement (29,926,400 ) -11878.6 % - 0.0 % (29,926,400 ) n/a
Gain (loss) on disposal of assets - 0.0 % - 0.0 % - n/a
Total other income (expense), net (30,387,369 ) -12061.5 % (103,387 ) -10.1 % (30,283,982 ) 29291.9 %
Income (loss) before income tax provision (34,619,413 ) -13741.4 % (1,078,143 ) -105.4 % (33,541,270 ) 3111.0 %
Income tax provision - 0.0 % - 0.0 % - n/a
Net income (loss) $ (34,619,413 ) -13741.4 % $ (1,078,143) -105.4 % $ (33,541,270 ) 3111.0 %
21

Product Sales - Our product sales decreased by $0.8 million to $0.3 million for the three months ended March 31, 2025 as compared to $1.0 million for the three months ended March 31, 2024. In 2024, 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 $0.2 million, or 23.6% of sales, in the three months ended March 31, 2024 to $0.1 million, or 46.5% of sales, in the three months ended March 31, 2025. As operations decreased during the period, so did our costs for freight, inventory, and other supplies.

Gross Profit - Gross profit for the three months ended March 31, 2025 was $0.1 million compared to $0.8 million for the three months ended March 31, 2024. The decrease in gross profit of $0.7 million was primarily due to a shift in our marketing and selling strategies, including a change in performance marketers and platforms.

Operating Expenses - During the three months ended March 31, 2025, we recognized $4.4 million in operating expenses compared to $1.8 million for the three months ended March 31, 2024. The increase of $2.6 million in operating expenses was primarily due to the increase in stock compensation expenses related to stock options issued, restricted stocks issued, and stocks issued for services.

Other Income or Expense - During the three months ended March 31, 2025, we had loss on settlement of debt due to conversion of loans payable to shareholders in the amount of $30.0 million compared to none in prior year same quarter. The Company also recorded interest expense of $0.5 million during the three months ended March 31, 2025 compared to $0.1 million during the three months ended March 31, 2024.

LIQUIDITY AND CAPITAL RESOURCES

Operating Activities

During the three months ended March 31, 2025, net cash used in operating activities was $0.8 million. The cash used in operating activities was primarily due to net loss of approximately $23.4 million and off-set by loss on settlement of debt of $20.2 million.

Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2025 was $0.8 million. This amount was incurred by increased borrowings from a stockholder.

Off Balance Sheet Arrangements

None.

22

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.

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, 2025, 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.

23

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

Our Annual Report on Form 10-K, filed with the SEC, on December 31, 2024, describes important risk factors that could cause our business, financial condition, results of operations, and growth prospects to differ materially from those indicated or suggested by forward-looking statements made in this Quarterly Report on Form 10-Q or presented elsewhere by management from time to time. There have been no material changes in the risk factors that appear in our Annual Report on Form 10-K. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business.

ITEM 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

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 quarter ended March 31, 2025, no such plans or other arrangements were adoptedor terminated.

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.

3.1 Limitless X Holdings, Inc. Amended and Restated Certificate of Incorporation, as amended (incorporated by reference To Exhibit 3.1 in the Company's Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024).
3.2 Limitless X Holdings, Inc. Certificate of Amendment to the Certificate of Designation of Class B Convertible Preferred Stock (incorporated by references to Exhibit 3.1 in the Company's Form8-K filed with the SEC on September 26, 2024).
10.1 Form of Settlement Agreement and Release of Claims between the Company and certain employees dated September 10, 2024 (incorporated by reference to Exhibit 10.1 in the Company's Quarterly Report on Form 8-K filed with the SEC on September 16, 2024).
31.1 Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) Under the Securities Exchange Act of 1934
31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
32.1 Certification of Chief Executive Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as an Inline XBRL document and included in Exhibit 101)

*Filed herewith

24

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: May 21, 2025 By: /s/ Jaspreet Mathur
Jaspreet Mathur
(Chief Executive Officer,
Principal Executive Officer)
Dated: May 21, 2025 By: /s/ Benjamin Chung
Benjamin Chung

(Chief Financial Officer,

Principal Financial Officer and Principal Accounting Officer)

25
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