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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, 2024

 

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

 

For the transition period from __________ to ___________

 

Commission file number: 000-56453

 

LIMITLESS X HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

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

 

9454 Wilshire Blvd., #300, Beverly Hills, CA 90212

(Address of Principal Executive Offices)

 

(855) 413-7030

(Registrant’s Telephone number)

 

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

 

Title 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 20, 2024, there were 3,977,497 shares of the registrant’s common stock, $0.0001 par 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 5
     
  Notes to the Unaudited Condensed Consolidated Financial Statements 6
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 19
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 21
     
Item 4. Controls and Procedures 21
     
  PART II – OTHER INFORMATION  
     
Item 1. Legal Proceedings 22
     
Item 1A. Risk Factors 22
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 22
     
Item 3. Defaults Upon Senior Securities 22
     
Item 4. Mine Safety Disclosures 22
     
Item 5. Other Information 22
     
Item 6. Exhibits 22
     
  Signatures 23

 

i

 

 

LIMITLESS X HOLDINGS INC.

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

LIMITLESS X HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

   (Unaudited)   (Unaudited) 
   March 31,   December 31, 
   2024   2023 
         
ASSETS          
           
Current Assets:          
Cash  $22,885   $116,100 
Accounts receivables, net   185,079    116,888 
Inventories   74,367    21,857 
Prepaid expenses   12,500    12,500 
Due from related parties   27,593    - 
Total current assets   322,424    267,345 
           
Non-Current Assets:          
Property and equipment, net   28,292    29,410 
Other assets   7,235    10,985 
Total non-current assets   35,527    40,395 
           
Total assets  $357,951   $307,740 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
           
Current Liabilities:          
Accounts payable and accrued expenses  $7,814,543   $7,318,230 
Accrued interest   632,111    531,149 
Royalty payable   34,567    - 
Refunds payable   8,599    41,509 
Chargebacks payable   10,749    20,755 
Note payable   35,000    35,000 
Notes payable to shareholder   5,152,028    5,152,028 
Notes payable to related parties   619,428    80,000 
           
Total current liabilities   14,307,025    13,178,671 
Total liabilities   14,307,025    13,178,671 
           
Commitments and contingencies   -    - 
           
Stockholders’ deficit          
Preferred Stock A - $0.0001 par value; 30,000,000 authorized shares;
500,000 shares issued and outstanding
   50    50 
Preferred Stock B - $0.0001 par value; 30,000,000 authorized shares;
10,349,097 shares issued and outstanding
   1,035    1,035 
Common Stock- $0.0001 par value; 300,000,000 authorized shares;
3,977,497 issued and outstanding
   399    399 
Additional paid-in-capital   13,265,500    13,265,500 
Retained earnings   (27,216,058)   (26,137,915)
Total stockholders’ deficit   (13,949,074)   (12,870,931)
           
Total liabilities and stockholders’ deficit  $357,951   $307,740 

 

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

 

   2024   2023 
   (Unaudited) 
   For the three months ended March 31, 
   2024   2023 
         
Revenue          
Product sales  $1,009,534   $6,563,037 
Service revenue   12,991    291,764 
Rentals   -    15,000 
Total revenue   1,022,525    6,869,801 
           
Cost of sales          
Cost of sales   159,368    1,229,894 
Cost of sales - other   -    - 
Total cost of sales   159,368    1,229,894 
           
Gross profit   863,157    5,639,907 
           
Operating expenses:          
General and administrative   187,358    586,206 
Advertising and marketing   721,678    10,055,504 
Transaction fees   -    411,268 
Merchant fees   47,667    713,194 
Royalty fees   34,567    284,628 
Professional fees   280,066    539,157 
Payroll and payroll taxes   497,188    1,335,927 
Rent   69,389    41,059 
Bad debt expense   -    232,374 
Consulting fees, related party   -    7,000 
Total operating expenses   1,837,913    14,206,317 
           
Loss from operations   (974,756)   (8,566,410)
           
Other income (expense)          
Interest expense   (100,964)   (225,627)
Other income   7,902    - 
Other expense   (10,325)   - 
Total other income (expense), net   (103,387)   (225,627)
           
Loss before income taxes   (1,078,143)   (8,792,037)
           
Income tax provision   -    48 
           
Net loss  $(1,078,143)  $(8,792,085)
           
Net loss per common share - basic and diluted  $(0.27)  $(2.24)
           
Weighted average number of common shares   3,977,497    3,929,834 

 

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

 

                                   Total 
   Preferred Stock A   Preferred Stock B   Common Stock   Additional   Retained   Stockholder’s 
   Shares   Amount   Shares   Amount   Shares   Amount   Pain-In Capital   Earnings   Equity 
                                     
Balance at December 31, 2023   500,000   $50    10,349,097   $1,035    3,977,497   $399   $13,265,500   $(26,137,915)  $(12,870,931)
                                              
Net loss   -    -    -    -    -    -    -    (1,078,143)   (1,078,143)
                                              
Balance at March 31, 2024   500,000   $50   $10,349,097   $1,035    3,977,497   $399   $13,265,500   $(27,216,058)  $(13,949,074)

 

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

 

3

 

 

LIMITLESS X HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

 

                                   Total 
   Preferred Stock A   Preferred Stock B   Common Stock   Additional   Retained   Stockholder’s 
   Shares   Amount   Shares   Amount   Shares   Amount   Pain-In Capital   Earnings   Equity 
                                     
Balance at December 31, 2022   500,000   $50    -   $    -    3,929,834   $394   $2,966,162   $(10,019,342)  $(7,052,736)
                                              
Net loss   -    -    -    -    -    -    -    (8,792,085)   (8,792,085)
                                              
Balance at March 31, 2023   500,000   $50   $-   $-    3,929,834   $394   $2,966,162   $(18,811,427)  $(15,844,821)

 

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

 

4

 

 

LIMITLESS X HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

         
   For the three months ended March 31, 
   2024   2023 
         
Cash flows from operating activities:          
Net loss  $(1,078,143)  $(8,792,085)
           
Adjustments to reconcile net loss to net cash provided by operating activities:          
Depreciation   1,118    1,101 
Changes in assets and liabilities:          
Accounts receivables   (68,191)   (892,124)
Holdback receivables   -    (594,385)
Inventories   (52,510)   355,506 
Other assets   3,750    (27,260)
Accounts payable and accrued expenses   496,313    1,734,114 
Accrued interest   100,962    - 
Due to or from related party   (27,593)   - 
Refunds payable   34,567    1,219,471 
Royalty payable   (32,910)   284,628 
Chargebacks payable   (10,006)   517,120 
Net cash used in operating activities   (632,643)   (6,193,914)
           
Cash flows from investing activities:          
Purchases of equipment   -    (1,604)
Net cash used in financing activities   -    (1,604)
           
Cash flows from financing activities:          
Proceeds from convertible debt   -    500,000 
Proceeds from borrowings from related parties   539,428    - 
Net cash provided by financing activities   539,428    500,000 
           
Net increase (decrease) in cash   (93,215)   (5,695,518)
           
Cash – beginning of period   116,100    5,843,323 
           
Cash – end of period  $22,885   $147,805 
           
Supplemental disclosures of cash flow information          
Cash paid during the periods for:          
Interest  $2,334   $1,167 
Income taxes  $-   $- 

 

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

 

5

 

 

LIMITLESS X HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – ORGANIZATION AND HISOTRY

 

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

 

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

 

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

 

The Company (as defined below) is a lifestyle brand, focused in the health and wellness industry. 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, 2024 and 2023 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, 2024 are not necessarily indicative of the results that may be expected for any future periods or the year ending December 31, 2024. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s 2023 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on April 18, 2024.

 

6

 

 

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 $27.2 million at March 31, 2024, and had a net loss of $1.1 million for the three months ended March 31, 2024 and net cash used in operating activities of $0.6 million for the three months ended March 31, 2024. 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.

 

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.

 

7

 

 

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. Based on aging of the holdback receivables, the Company has determined that an allowance for doubtful accounts of $1,300,855 or 55% of holdback receivables should be deemed uncollectible recorded as bad debt expense. As of March 31, 2024 and December 31, 2023, the adjusted holdback receivables balance was $NIL and $NIL, respectively.

 

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 $721,678 and $10,055,504 for the three months ended March 31, 2024 and 2023, respectively, and are included in operating expenses in the accompanying statement of income.

 

Property and Equipment

 

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

 

8

 

 

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, 2024 and December 31, 2023.

 

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. As of March 31, 2024 and December 31, 2023, refunds payable was $8,599 and $41,509, respectively.

 

9

 

 

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. As of March 31, 2024 and December 31, 2023, chargebacks payable were $10,749 and $20,755, respectively.

 

Convertible Debt

 

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

 

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

 

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

 

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, 2024 and 2023.

 

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, 2024 and 2023, the Company granted no securities under its 2020 Stock Incentive Plan, 2022 Restricted Stock Plan, and 2022 Stock Option Plan.

 

10

 

 

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, 2024 and 2023, 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, 2024.

 

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.

 

11

 

 

Recent Accounting Pronouncements

 

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

 

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 – PROPERTY AND EQUIPMENT

 

Property and equipment consisted of the following:

 

   March 31,   December 31, 
   2024   2023 
         
Machinery and equipment  $39,068   $39,068 
Total   39,068    39,068 
           
Less: accumulated depreciation   (10,776)   (9,658)
           
Total equipment, net  $28,292   $29,410 

 

Depreciation expense for the three months ended March 31, 2024 and 2023 was $1,118 and $1,101, respectively.

 

NOTE 4 – 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 $1,557,432 and 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 $2,363,151 on October 1, 2023. The net difference resulted in accounts receivables from Licensors in the amount of $805,719. As this net amount of $805,719 was 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, 2024 and December 31, 2023, the royalty payable was $34,567 and $NIL, respectively. 

 

NOTE 5 – NOTE PAYABLE

 

On March 1, 2021, an individual loaned Prime Time Live, Inc. $35,000 in 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, 2024 and December 31, 2023, the balance was $35,000.

 

12

 

 

NOTE 6 – NOTES PAYABLE TO SHAREHOLDER

 

Notes payable to shareholders consisted of the following:

 

   March 31,   December 31, 
   2024   2023 
         
December 6, 2021 ($50,000)  $50,000   $50,000 
February 11, 2022 ($150,000)   150,000    150,000 
May 8, 2022 ($550,000)   550,000    550,000 
May 9, 2022 ($1,100,000)   1,100,000    1,100,000 
May 16, 2022 ($450,000)   450,000    450,000 
June 1, 2022 ($500,000)   500,000    500,000 
June 30, 2022 ($922,028)   922,028    922,028 
August 25, 2022 ($290,000)   290,000    290,000 
November 15, 2022 ($450,000)   450,000    450,000 
May 16, 2023 ($150,000)   150,000    150,000 
May 18, 2023 ($50,000)   50,000    50,000 
June 5, 2023 ($150,000)   150,000    150,000 
June 20, 2023 ($50,000) – Funding Commitment   50,000    50,000 
July 13, 2023 ($50,000) – Funding Commitment   50,000    50,000 
August 1, 2023 ($190,000) – Funding Commitment   190,000    190,000 
August 7, 2023 ($50,000) – Funding Commitment   50,000    50,000 
Total notes payable to stockholder (current)  $5,152,028   $5,152,028 

 

December 6, 2021 – $50,000

 

On December 6, 2021, the Company entered into a Loan Authorization and Agreement for a loan of $50,000 from a shareholder, the proceeds of which were used to be used for working capital purposes. As March 31, 2024 and December 31, 2023, the principal balance was $50,000 and $50,000, respectively. Beginning on June 1, 2022, the loan required a payment of $4,303 per month, which included principal and interest with an interest rate of 6 % per annum. The total balance of principal and interest of $51,640 was due on May 1, 2023.

 

February 11, 2022 – $150,000

 

On February 11, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $150,000 from a shareholder, the proceeds of which were to be used for working capital purposes. As of March 31, 2024 and December 31, 2023, the principal balance was $150,000 and $150,000, respectively. Beginning on June 1, 2022, the loan required a payment of $12,910 per month, which included principal and interest with an interest rate of 6% per annum. The total balance of principal and interest of $154,920 was due on May 1, 2023.

 

May 8, 2022 – $550,000

 

On May 8, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $550,000 from a shareholder, the proceeds of which were to be used for working capital purposes. As of March 31, 2024 and December 31, 2023, the principal balance was $550,000 and $550,000, respectively. Beginning on June 1, 2022, the loan required a payment of $47,337 per month, which included principal and interest with an interest rate of 6% per annum. The total balance of principal and interest of $568,038 was due on May 1, 2023.

 

13

 

 

May 16, 2022 – $1,100,000

 

On May 16, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $1,100,000 from a shareholder, the proceeds of which were to be used for working capital purposes. As of March 31, 2024 and December 31, 2023, the principal balance was $1,100,000 and $1,100,000, respectively. Interest began accruing at the rate of 8.5% per annum on June 17, 2022 and was due on May 16, 2023.

 

May 18, 2022 – $450,000

 

On May 18, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $450,000 from a shareholder, the proceeds of which were to be used for working capital purposes. As of March 31, 2024 and December 31, 2023, the principal balance was $450,000 and $450,000, respectively. Interest began accruing at the rate of 8.5% per annum on June 19, 2022 and was due on May 18, 2023.

 

June 1, 2022 – $500,000

 

On June 1, 2022, 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. As of March 31, 2024 and December 31, 2023, the principal balance was $500,000 and $500,000, respectively. Beginning on August 1, 2022, the loan required a payment of $43,494 per month, which included principal and interest with an interest rate of 8% per annum. The total balance of principal and interest of $521,931 was due on July 1, 2023.

 

June 30, 2022 – $922,028

 

On June 30, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $922,028 from a shareholder, the proceeds of which were to be used for working capital purposes. As of March 31, 2024 and December 31, 2023, the principal balance was $922,028 and $922,028, respectively. Beginning on August 1, 2022, the loan required a payment of $80,206 per month, which included principal and interest with an interest rate of 8% per annum. The total balance of principal and interest of $962,469 was due on August 1, 2023.

 

August 25, 2022 – $290,000

 

On August 25, 2022, the Company entered into a Loan Authorization Agreement for a loan of $290,000 from 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. As of March 31, 2024 and December 31, 2023, the principal balance was $290,000 and $290,000, respectively.

 

November 15, 2022 – $450,000

 

On November 15, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $450,000 from 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. As of March 31, 2024 and December 31, 2023, the principal balance was $450,000 and $450,000, respectively.

 

May 16, 2023 – $150,000

 

On May 16, 2023, the Company entered into a Loan Authorization and Agreement for a loan of $150,000 from 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. As of March 31, 2024 and December 31, 2023, the principal balance was $150,000.

 

May 18, 2023 – $50,000

 

On May 18, 2023, the Company entered into a Loan Authorization and Agreement for a loan of $50,000 from 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. As of March 31, 2024 and December 31, 2023, the principal balance was $50,000.

 

14

 

 

June 5, 2023 – $150,000

 

On June 5, 2023, the Company entered into a Loan Authorization and Agreement for a loan of $150,000 from 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. As of March 31, 2024 and December 31, 2023, the principal balance was $150,000.

 

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 $1,000,000 of working capital to the Company over the next six 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 $1.50 per 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, 
   2024   2023 
         
June 20, 2023 ($50,000)  $50,000   $50,000 
July 13, 2023 ($50,000)   50,000    50,000 
August 1, 2023 ($190,000)   190,000    190,000 
August 7, 2023 ($50,000)   50,000    50,000 
           
Total notes payable to related parties (current)  $340,000   $340,000 

 

As of March 31, 2024 and December 31, 2023, the balance of the Funding Commitment was $340,000 and $340,000, respectively.

 

NOTE 7 – NOTES PAYABLE TO RELATED PARTIES

 

Notes payable to related parties consisted of the following:

 

   March 31,   December 31, 
   2024   2023 
         
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 12. 2024 ($20,000)   20,000    - 
March 15, 2024 ($419,428)   

419,428

    - 
March 27, 2024 ($100,000)   100,000    - 
           
Total notes payable to related parties (current)  $619,428   $80,000 

 

15

 

 

May 10, 2022 - $12,500

 

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

 

May 10, 2022 - $12,500

 

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

 

May 10, 2022 - $20,000

 

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

 

May 31, 2022 - $5,000

 

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

 

May 31, 2022 - $15,000

 

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

 

June 9, 2022 - $15,000

 

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

 

March 12, 2024 - $20,000

 

On March 12, 2024, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $20,000 as 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.

 

March 15, 2024 - $419,428

 

On March 12, 2024, Emblaze One, a company owned by the shareholder of the company, a related party, provided $419,428 as 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.

 

March 27, 2024 - $100,000

 

On March 12, 2024, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $100,000 as 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.

  

NOTE 8 – STOCKHOLDERS’ DEFICIT

 

Common Stock

 

As of March 31, 2024 and December 31, 2023, the Company has 300,000,000 authorized shares of common stock par value $0.0001 per share. As of March 31, 2024 and December 31, 2023, there was a total of 3,977,497 shares issued and outstanding, respectively.

 

16

 

 

Preferred Stock

 

As of March 31, 2024 and December 31, 2023, the Company has authorized 30,000,000 shares of preferred stock, 500,000 shares of which were designated as Class A Convertible Preferred Stock (“Class A Preferred Stock”).

 

  Class A Convertible Stock

 

As of March 31, 2024 and December 31, 2023, there were a total of 500,000 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 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 10,349,097 shares of Class B Preferred Stock and extinguished $9,675,000 of 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 $3.00 per 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 in 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.

 

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

 

Effective January 15, 2020, the Company adopted its 2020 Stock Option and Award Plan (the “2020 Stock Incentive Plan”). A total of 2,222 shares of the Company’s common stock were reserved for the 2020 Stock Incentive Plan. As of March 31, 2024, there were no 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 833,333 shares of the Company’s common stock is reserved for the 2022 Stock Option Plan. As of March 31, 2024, there have been no options to purchase shares of common stock granted under the 2022 Stock Option Plan.

 

Effective August 9, 2022, the Company adopted its 2022 Restricted Stock Plan (the “2022 Restricted Stock Plan”). Under the 2022 Restricted Stock Plan, the Board of Directors may grant restricted stock to officers, directors, and key employees. A total of 833,333 shares of common stock is reserved for the 2022 Restricted Stock Plan. As of March 31, 2024, there have been no shares of common stock granted under the 2022 Restricted Stock Plan.

 

NOTE 10 – RELATED PARTY TRANSACTIONS

 

The Company had the following related party transactions:

 

  Due from Related Parties – The Company had related party, Amarose, Inc., a company owned by the shareholder of the company, in the amount of receivables of $27,593 as of March 31, 2024 which relates to expenses paid by the Company related to Amarose.
     
  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, 2024 and December 31, 2023, the royalty payable was $34,567 and $NIL, respectively.

 

17

 

 

  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, 2024 and December 31, 2023, the Company had $5,152,028 outstanding. Refer to Note 9.
     
  Notes Payable to Related Parties – The Company entered into various notes payable with shareholders of the Company. As of March 31, 2024 and December 31, 2023, the Company had $619,428 and $80,000 outstanding, respectively. Refer to Note 10.
     
  Consulting Fees – During the three months ended March 31, 2024, the Company incurred consulting fees in the amount of $0 to an officer and an officer of one of its affiliates. During the three months ended March 31, 2023, the Company incurred consulting fees in the amount of $7,000 to an officer and an officer of one of its affiliates.

 

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, 2024. During this period, the Company did not have any material recognizable subsequent events required to be disclosed.

 

18

 

 

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 six months from the Acquisition Closing as part of the Limitless Acquisition. Concurrently with the LimitlessX Acquisition, Jaspreet Mathur, the founder and principal shareholder of LimitlessX, also purchased from Helion Holdings LLC, 500,000 shares of Bio Lab’s Class A Preferred Convertible Stock, which at all times have a number of votes equal to 60% of all of the issued and outstanding shares of common stock of Bio Lab.

 

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

 

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

 

RESULTS OF OPERATION

 

For the Three Months Ended March 31, 2024 Compared to the Three Months Ended March 31, 2023:

 

   Three Months Ended March 31,         
   2024   2023   Changes 
       % of       % of         
   Amount   Sales   Amount   Sales   Amount   % 
Revenue                        
Product sales  $1,009,534    98.7%  $6,563,037    95.5%  $(5,553,503)   -84.6%
Service revenue   12,991    1.3%   291,764    4.2%   (278,773)   -95.5%
Rentals   -    0.0%   15,000    0.2%   (15,000)   -100.0%
Total revenue   1,022,525    100.0%   6,869,801    100.0%   (5,847,276)   -85.1%
                               
Cost of sales                              
Cost of sales   159,368    15.6%   1,229,894    17.9%   (1,070,526)   -87.0%
Cost of sales - other   -    0.0%   -    0.0%   -    #DIV/0! 
Total cost of sales   159,368    15.6%   1,229,894    17.9%   (1,070,526)   -87.0%
                               
Gross profit   863,157    84.4%   5,639,907    82.1%   (4,776,750)   -84.7%
                               
Operating expenses:                              
General and administrative   187,358    18.3%   586,206    8.5%   (398,848)   -68.0%
Advertising and marketing   721,678    70.6%   10,055,504    146.4%   (9,333,826)   -92.8%
Transaction fees   -    0.0%   411,268    6.0%   (411,268)   -100.0%
Merchant fees   47,667    4.7%   713,194    10.4%   (665,527)   -93.3%
Royalty fees   34,567    3.4%   284,628    4.1%   (250,061)   -87.9%
Professional fees   280,066    27.4%   539,157    7.8%   (259,091)   -48.1%
Payroll and payroll taxes   497,188    48.6%   1,335,927    19.4%   (838,739)   -62.8%
Rent   69,389    6.8%   41,059    0.6%   28,330    69.0%
Bad debt expense   -    0.0%   232,374    3.4%   (232,374)   -100.0%
Consulting fees, related party   -    0.0%   7,000    0.1%   (7,000)   -100.0%
Total operating expenses   1,837,913    179.7%   14,206,317    206.8%   (12,368,404)   -87.1%
                               
Income (loss) from operations   (974,756)   -95.3%   (8,566,410)   -124.7%   7,591,654    -88.6%
                               
Other income (expense)                              
Interest expense   (100,964)   -9.9%   (225,627)   -3.3%   124,663    -55.3%
Other income   7,902    0.8%   -    0.0%   7,902    #DIV/0! 
Other expense   (10,325)   -1.0%   -    0.0%   (10,325)   #DIV/0! 
Total other income (expense), net   (103,387)   -10.1%   (225,627)   -3.3%   122,240    -54.2%
                               
Income (loss) before income tax provision   (1,078,143)   -105.4%   (8,792,037)   -128.0%   7,713,894    -87.7%
                               
Income tax provision   -    0.0%   48    0.0%   (48)   -100.0%
                               
Net income (loss)  $(1,078,143)   -105.4%  $(8,792,085)   -128.0%  $7,713,942    -87.7%

 

19

 

 

Product Sales - Our product sales decreased by $5.6 million to $1.0 million for the three months ended March 31, 2024 as compared to $6.6 million for the three months ended March 31, 2023. In 2023, 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.

 

Service Revenue - Our service revenue decreased by $0.3 million from $0.3 million for the three months ended March 31, 2023 to $12,991 for the three months ended March 31, 2024. Our service revenue decrease was primarily due to a shift in our marketing and selling strategies.

 

Cost of Sales - Our cost of sales decreased from $1.2 million, or 17.9% of sales, in the three months ended March 31, 2023 to $159,368, or 15.6% of sales, in the three months ended March 31, 2024. 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, 2024 was $0.9 million compared to $5.6 million for the three months ended March 31, 2023. The decrease in gross profit of $4.7 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, 2024, we recognized $1.8 million in operating expenses compared to $14.2 million for the three months ended March 31, 2023. The decrease of $12.4 million in operating expenses was primarily due to the decrease in our advertising, marketing, and payroll expenses, as well as a decrease in transaction fees, merchant fees, and royalty fees.

 

  Our advertising and marketing expenses decreased by $9.3 million due to a shift in marketing strategies from relying on performance marketers and celebrity endorsements.
     
  The increase in transaction payroll is related to accruals of unpaid salaries.
     
  The increase in transaction fees and merchant fees are directly related to the increased number of transactions during the three months ended March 31, 2024.
     
  Beginning on April 1, 2022, we began accruing royalties of 4.0% of gross sales (excluding returns, chargebacks, and other such allowances) pursuant to certain manufacturing and distributorship license agreements. During the three months ended March 31, 2024, the royalty fees decreased by $250,061 from the three months ended March 31, 2023.

 

LIQUIDITY AND CAPITAL RESOURCES

 

Operating Activities

 

During the three months ended March 31, 2024, net cash used in operating activities was $0.6 million. The cash used in operating activities was primarily due to net loss, timing of settlement of assets and liabilities, loss on settlement of debt, and was off-set by a gain in deconsolidation of a subsidiary.

 

Investing Activities

 

Net cash used in investing activities for the three months ended March 31, 2024 was $NIL.

 

Financing Activities

 

Net cash used in financing activities for the three months ended March 31, 2024 was $539,428. This amount was incurred by increased borrowings from investors and borrowings from a stockholder.

 

Off Balance Sheet Arrangements

 

None.

 

20

 

 

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, 2024, our disclosure controls and procedures were not designed at a reasonable assurance level and are ineffective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

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

 

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

 

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

 

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

 

21

 

 

PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

None.

 

ITEM 1A. RISK FACTORS

 

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

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

On October 1, 2023, we entered into Conversion Agreements with each of the convertible noteholders from our August 3, 2022 Convertible Note Offering. Pursuant to the Conversion Agreements, each noteholder agreed to receive one share of Class B Preferred Stock for each $2.00 of principal and unpaid interest accrued through the closing date of the Conversion Agreement. On October 23, 2023, we issued an aggregate of 10,349,097 shares of Class B Preferred Stock in reliance on the exemption under Section 4(a)(2) of the Securities Act of 1933, as amended. We did not receive any cash or other additional consideration for the Conversion Agreements.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURE

 

Not Applicable.

 

ITEM 5. OTHER INFORMATION

 

Not Applicable.

 

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.

 

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)

 

22

 

 

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 20, 2024 By: /s/ Jaspreet Mathur
    Jaspreet Mathur
    (Chief Executive Officer,
    Principal Executive Officer)
     
Dated: May 20, 2024 By: /s/ Benjamin Chung
    Benjamin Chung
   

(Chief Financial Officer,

Principal Financial Officer and Principal Accounting Officer)

 

23

 

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 for the three months ended March 31, 2024 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 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 Quarterly 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: May 20, 2024    

 

 

 

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 for the three months ended March 31, 2024 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 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 Quarterly 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: May 20, 2024    

 

 

 

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, 2024 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: May 20, 2024

 

 

 

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, 2024 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: May 20, 2024

 

 

 

v3.24.1.1.u2
Cover - shares
3 Months Ended
Mar. 31, 2024
May 20, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Mar. 31, 2024  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --12-31  
Entity File Number 000-56453  
Entity Registrant Name LIMITLESS X HOLDINGS INC.  
Entity Central Index Key 0001803977  
Entity Tax Identification Number 81-1034163  
Entity Incorporation, State or Country Code DE  
Entity Address, Address Line One 9454 Wilshire Blvd., #300  
Entity Address, City or Town Beverly Hills  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 90212  
City Area Code (855)  
Local Phone Number 413-7030  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   3,977,497
v3.24.1.1.u2
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Current Assets:    
Cash $ 22,885 $ 116,100
Accounts receivables, net 185,079 116,888
Inventories 74,367 21,857
Prepaid expenses 12,500 12,500
Total current assets 322,424 267,345
Non-Current Assets:    
Property and equipment, net 28,292 29,410
Other assets 7,235 10,985
Total non-current assets 35,527 40,395
Total assets 357,951 307,740
Current Liabilities:    
Accounts payable and accrued expenses 7,814,543 7,318,230
Accrued interest 632,111 531,149
Royalty payable 34,567
Refunds payable 8,599 41,509
Chargebacks payable 10,749 20,755
Total current liabilities 14,307,025 13,178,671
Total liabilities 14,307,025 13,178,671
Commitments and contingencies
Stockholders’ deficit    
Common Stock- $0.0001 par value; 300,000,000 authorized shares; 3,977,497 issued and outstanding 399 399
Additional paid-in-capital 13,265,500 13,265,500
Retained earnings (27,216,058) (26,137,915)
Total stockholders’ deficit (13,949,074) (12,870,931)
Total liabilities and stockholders’ deficit 357,951 307,740
Preferred Class A [Member]    
Stockholders’ deficit    
Preferred Stock Value 50 50
Preferred Class B [Member]    
Stockholders’ deficit    
Preferred Stock Value 1,035 1,035
Related Party [Member]    
Current Assets:    
Due from related parties 27,593
Current Liabilities:    
Notes payable 619,428 80,000
Nonrelated Party [Member]    
Current Liabilities:    
Notes payable 35,000 35,000
Majority Shareholder [Member]    
Current Liabilities:    
Notes payable $ 5,152,028 $ 5,152,028
v3.24.1.1.u2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Mar. 31, 2024
Dec. 31, 2023
Common Stock, Par or Stated Value Per Share   $ 0.0001
Common Stock, Shares Authorized   300,000,000
Common stock, shares issued 3,977,497 3,977,497
Common stock, shares outstanding 3,977,497 3,977,497
Preferred Class A [Member]    
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares authorized 30,000,000 30,000,000
Preferred stock, shares issued 500,000 500,000
Preferred stock, shares outstanding 500,000 500,000
Preferred Class B [Member]    
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares authorized 30,000,000 30,000,000
Preferred stock, shares issued 10,349,097 10,349,097
Preferred stock, shares outstanding 10,349,097 10,349,097
v3.24.1.1.u2
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Revenue    
Total revenue $ 1,022,525 $ 6,869,801
Cost of sales    
Total cost of sales 159,368 1,229,894
Gross profit 863,157 5,639,907
Operating expenses:    
General and administrative 187,358 586,206
Advertising and marketing 721,678 10,055,504
Transaction fees 411,268
Merchant fees 47,667 713,194
Royalty fees 34,567 284,628
Professional fees 280,066 539,157
Payroll and payroll taxes 497,188 1,335,927
Rent 69,389 41,059
Bad debt expense 232,374
Consulting fees, related party 7,000
Total operating expenses 1,837,913 14,206,317
Loss from operations (974,756) (8,566,410)
Other income (expense)    
Interest expense (100,964) (225,627)
Other income 7,902
Other expense (10,325)
Total other income (expense), net (103,387) (225,627)
Loss before income taxes (1,078,143) (8,792,037)
Income tax provision 48
Net loss $ (1,078,143) $ (8,792,085)
Net loss per common share - basic $ (0.27) $ (2.24)
Net loss per common share - diluted $ (0.27) $ (2.24)
Weighted average number of common shares - basic 3,977,497 3,929,834
Weighted average number of common shares - diluted 3,977,497 3,929,834
Product [Member]    
Revenue    
Total revenue $ 1,009,534 $ 6,563,037
Service [Member]    
Revenue    
Total revenue 12,991 291,764
Rentals [Member]    
Revenue    
Total revenue 15,000
Cost of Sale [Member]    
Cost of sales    
Total cost of sales 159,368 1,229,894
Cost of Sale - Other [Member]    
Cost of sales    
Total cost of sales
v3.24.1.1.u2
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($)
Preferred Stock [Member]
Preferred Class A [Member]
Preferred Stock [Member]
Preferred Class B [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balance at Dec. 31, 2022 $ 50 $ 394 $ 2,966,162 $ (10,019,342) $ (7,052,736)
Balance, shares at Dec. 31, 2022 500,000 3,929,834      
Net loss (8,792,085) (8,792,085)
Balance at Mar. 31, 2023 $ 50 $ 394 2,966,162 (18,811,427) (15,844,821)
Balance, shares at Mar. 31, 2023 500,000 3,929,834      
Balance at Dec. 31, 2023 $ 50 $ 1,035 $ 399 13,265,500 (26,137,915) (12,870,931)
Balance, shares at Dec. 31, 2023 500,000 10,349,097 3,977,497      
Net loss (1,078,143) (1,078,143)
Balance at Mar. 31, 2024 $ 50 $ 1,035 $ 399 $ 13,265,500 $ (27,216,058) $ (13,949,074)
Balance, shares at Mar. 31, 2024 500,000 10,349,097 3,977,497      
v3.24.1.1.u2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Cash flows from operating activities:    
Net loss $ (1,078,143) $ (8,792,085)
Adjustments to reconcile net loss to net cash provided by operating activities:    
Depreciation 1,118 1,101
Changes in assets and liabilities:    
Accounts receivables (68,191) (892,124)
Holdback receivables (594,385)
Inventories (52,510) 355,506
Other assets 3,750 (27,260)
Accounts payable and accrued expenses 496,313 1,734,114
Accrued interest 100,962
Due to or from related party (27,593)
Refunds payable 34,567 1,219,471
Royalty payable (32,910) 284,628
Chargebacks payable (10,006) 517,120
Net cash used in operating activities (632,643) (6,193,914)
Cash flows from investing activities:    
Purchases of equipment (1,604)
Net cash used in financing activities (1,604)
Cash flows from financing activities:    
Proceeds from convertible debt 500,000
Proceeds from borrowings from related parties 539,428
Net cash provided by financing activities 539,428 500,000
Net increase (decrease) in cash (93,215) (5,695,518)
Cash – beginning of period 116,100 5,843,323
Cash – end of period 22,885 147,805
Supplemental disclosures of cash flow information    
Interest 2,334 1,167
Income taxes
v3.24.1.1.u2
ORGANIZATION AND HISOTRY
3 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION AND HISOTRY

NOTE 1 – ORGANIZATION AND HISOTRY

 

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

 

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

 

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

 

The Company (as defined below) is a lifestyle brand, focused in the health and wellness industry. 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.

 

v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying unaudited interim consolidated financial statements as of and for the three months ended March 31, 2024 and 2023 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, 2024 are not necessarily indicative of the results that may be expected for any future periods or the year ending December 31, 2024. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s 2023 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on April 18, 2024.

 

 

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 $27.2 million at March 31, 2024, and had a net loss of $1.1 million for the three months ended March 31, 2024 and net cash used in operating activities of $0.6 million for the three months ended March 31, 2024. 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.

 

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. Based on aging of the holdback receivables, the Company has determined that an allowance for doubtful accounts of $1,300,855 or 55% of holdback receivables should be deemed uncollectible recorded as bad debt expense. As of March 31, 2024 and December 31, 2023, the adjusted holdback receivables balance was $NIL and $NIL, respectively.

 

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 $721,678 and $10,055,504 for the three months ended March 31, 2024 and 2023, respectively, and are included in operating expenses in the accompanying statement of income.

 

Property and Equipment

 

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

 

 

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, 2024 and December 31, 2023.

 

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. As of March 31, 2024 and December 31, 2023, refunds payable was $8,599 and $41,509, respectively.

 

 

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. As of March 31, 2024 and December 31, 2023, chargebacks payable were $10,749 and $20,755, respectively.

 

Convertible Debt

 

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

 

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

 

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

 

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, 2024 and 2023.

 

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, 2024 and 2023, 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, 2024 and 2023, 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, 2024.

 

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

 

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

 

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.

 

v3.24.1.1.u2
PROPERTY AND EQUIPMENT
3 Months Ended
Mar. 31, 2024
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT

NOTE 3 – PROPERTY AND EQUIPMENT

 

Property and equipment consisted of the following:

 

   March 31,   December 31, 
   2024   2023 
         
Machinery and equipment  $39,068   $39,068 
Total   39,068    39,068 
           
Less: accumulated depreciation   (10,776)   (9,658)
           
Total equipment, net  $28,292   $29,410 

 

Depreciation expense for the three months ended March 31, 2024 and 2023 was $1,118 and $1,101, respectively.

 

v3.24.1.1.u2
ROYALTY PAYABLES
3 Months Ended
Mar. 31, 2024
Royalty Payables  
ROYALTY PAYABLES

NOTE 4 – 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 $1,557,432 and 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 $2,363,151 on October 1, 2023. The net difference resulted in accounts receivables from Licensors in the amount of $805,719. As this net amount of $805,719 was 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, 2024 and December 31, 2023, the royalty payable was $34,567 and $NIL, respectively. 

 

v3.24.1.1.u2
NOTE PAYABLE
3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
NOTE PAYABLE

NOTE 5 – NOTE PAYABLE

 

On March 1, 2021, an individual loaned Prime Time Live, Inc. $35,000 in 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, 2024 and December 31, 2023, the balance was $35,000.

 

 

v3.24.1.1.u2
NOTES PAYABLE TO SHAREHOLDER
3 Months Ended
Mar. 31, 2024
NotesPayableToShareholderLineItems [Line Items]  
NOTES PAYABLE TO SHAREHOLDER

NOTE 5 – NOTE PAYABLE

 

On March 1, 2021, an individual loaned Prime Time Live, Inc. $35,000 in 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, 2024 and December 31, 2023, the balance was $35,000.

 

 

Majority Shareholder [Member]  
NotesPayableToShareholderLineItems [Line Items]  
NOTES PAYABLE TO SHAREHOLDER

NOTE 6 – NOTES PAYABLE TO SHAREHOLDER

 

Notes payable to shareholders consisted of the following:

 

   March 31,   December 31, 
   2024   2023 
         
December 6, 2021 ($50,000)  $50,000   $50,000 
February 11, 2022 ($150,000)   150,000    150,000 
May 8, 2022 ($550,000)   550,000    550,000 
May 9, 2022 ($1,100,000)   1,100,000    1,100,000 
May 16, 2022 ($450,000)   450,000    450,000 
June 1, 2022 ($500,000)   500,000    500,000 
June 30, 2022 ($922,028)   922,028    922,028 
August 25, 2022 ($290,000)   290,000    290,000 
November 15, 2022 ($450,000)   450,000    450,000 
May 16, 2023 ($150,000)   150,000    150,000 
May 18, 2023 ($50,000)   50,000    50,000 
June 5, 2023 ($150,000)   150,000    150,000 
June 20, 2023 ($50,000) – Funding Commitment   50,000    50,000 
July 13, 2023 ($50,000) – Funding Commitment   50,000    50,000 
August 1, 2023 ($190,000) – Funding Commitment   190,000    190,000 
August 7, 2023 ($50,000) – Funding Commitment   50,000    50,000 
Total notes payable to stockholder (current)  $5,152,028   $5,152,028 

 

December 6, 2021 – $50,000

 

On December 6, 2021, the Company entered into a Loan Authorization and Agreement for a loan of $50,000 from a shareholder, the proceeds of which were used to be used for working capital purposes. As March 31, 2024 and December 31, 2023, the principal balance was $50,000 and $50,000, respectively. Beginning on June 1, 2022, the loan required a payment of $4,303 per month, which included principal and interest with an interest rate of 6 % per annum. The total balance of principal and interest of $51,640 was due on May 1, 2023.

 

February 11, 2022 – $150,000

 

On February 11, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $150,000 from a shareholder, the proceeds of which were to be used for working capital purposes. As of March 31, 2024 and December 31, 2023, the principal balance was $150,000 and $150,000, respectively. Beginning on June 1, 2022, the loan required a payment of $12,910 per month, which included principal and interest with an interest rate of 6% per annum. The total balance of principal and interest of $154,920 was due on May 1, 2023.

 

May 8, 2022 – $550,000

 

On May 8, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $550,000 from a shareholder, the proceeds of which were to be used for working capital purposes. As of March 31, 2024 and December 31, 2023, the principal balance was $550,000 and $550,000, respectively. Beginning on June 1, 2022, the loan required a payment of $47,337 per month, which included principal and interest with an interest rate of 6% per annum. The total balance of principal and interest of $568,038 was due on May 1, 2023.

 

 

May 16, 2022 – $1,100,000

 

On May 16, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $1,100,000 from a shareholder, the proceeds of which were to be used for working capital purposes. As of March 31, 2024 and December 31, 2023, the principal balance was $1,100,000 and $1,100,000, respectively. Interest began accruing at the rate of 8.5% per annum on June 17, 2022 and was due on May 16, 2023.

 

May 18, 2022 – $450,000

 

On May 18, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $450,000 from a shareholder, the proceeds of which were to be used for working capital purposes. As of March 31, 2024 and December 31, 2023, the principal balance was $450,000 and $450,000, respectively. Interest began accruing at the rate of 8.5% per annum on June 19, 2022 and was due on May 18, 2023.

 

June 1, 2022 – $500,000

 

On June 1, 2022, 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. As of March 31, 2024 and December 31, 2023, the principal balance was $500,000 and $500,000, respectively. Beginning on August 1, 2022, the loan required a payment of $43,494 per month, which included principal and interest with an interest rate of 8% per annum. The total balance of principal and interest of $521,931 was due on July 1, 2023.

 

June 30, 2022 – $922,028

 

On June 30, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $922,028 from a shareholder, the proceeds of which were to be used for working capital purposes. As of March 31, 2024 and December 31, 2023, the principal balance was $922,028 and $922,028, respectively. Beginning on August 1, 2022, the loan required a payment of $80,206 per month, which included principal and interest with an interest rate of 8% per annum. The total balance of principal and interest of $962,469 was due on August 1, 2023.

 

August 25, 2022 – $290,000

 

On August 25, 2022, the Company entered into a Loan Authorization Agreement for a loan of $290,000 from 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. As of March 31, 2024 and December 31, 2023, the principal balance was $290,000 and $290,000, respectively.

 

November 15, 2022 – $450,000

 

On November 15, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $450,000 from 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. As of March 31, 2024 and December 31, 2023, the principal balance was $450,000 and $450,000, respectively.

 

May 16, 2023 – $150,000

 

On May 16, 2023, the Company entered into a Loan Authorization and Agreement for a loan of $150,000 from 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. As of March 31, 2024 and December 31, 2023, the principal balance was $150,000.

 

May 18, 2023 – $50,000

 

On May 18, 2023, the Company entered into a Loan Authorization and Agreement for a loan of $50,000 from 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. As of March 31, 2024 and December 31, 2023, the principal balance was $50,000.

 

 

June 5, 2023 – $150,000

 

On June 5, 2023, the Company entered into a Loan Authorization and Agreement for a loan of $150,000 from 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. As of March 31, 2024 and December 31, 2023, the principal balance was $150,000.

 

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 $1,000,000 of working capital to the Company over the next six 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 $1.50 per 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, 
   2024   2023 
         
June 20, 2023 ($50,000)  $50,000   $50,000 
July 13, 2023 ($50,000)   50,000    50,000 
August 1, 2023 ($190,000)   190,000    190,000 
August 7, 2023 ($50,000)   50,000    50,000 
           
Total notes payable to related parties (current)  $340,000   $340,000 

 

As of March 31, 2024 and December 31, 2023, the balance of the Funding Commitment was $340,000 and $340,000, respectively.

 

v3.24.1.1.u2
NOTES PAYABLE TO RELATED PARTIES
3 Months Ended
Mar. 31, 2024
NotesPayableToRelatedPartiesLineItems [Line Items]  
NOTES PAYABLE TO RELATED PARTIES

NOTE 5 – NOTE PAYABLE

 

On March 1, 2021, an individual loaned Prime Time Live, Inc. $35,000 in 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, 2024 and December 31, 2023, the balance was $35,000.

 

 

Related Party [Member]  
NotesPayableToRelatedPartiesLineItems [Line Items]  
NOTES PAYABLE TO RELATED PARTIES

NOTE 7 – NOTES PAYABLE TO RELATED PARTIES

 

Notes payable to related parties consisted of the following:

 

   March 31,   December 31, 
   2024   2023 
         
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 12. 2024 ($20,000)   20,000    - 
March 15, 2024 ($419,428)   

419,428

    - 
March 27, 2024 ($100,000)   100,000    - 
           
Total notes payable to related parties (current)  $619,428   $80,000 

 

 

May 10, 2022 - $12,500

 

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

 

May 10, 2022 - $12,500

 

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

 

May 10, 2022 - $20,000

 

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

 

May 31, 2022 - $5,000

 

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

 

May 31, 2022 - $15,000

 

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

 

June 9, 2022 - $15,000

 

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

 

March 12, 2024 - $20,000

 

On March 12, 2024, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $20,000 as 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.

 

March 15, 2024 - $419,428

 

On March 12, 2024, Emblaze One, a company owned by the shareholder of the company, a related party, provided $419,428 as 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.

 

March 27, 2024 - $100,000

 

On March 12, 2024, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $100,000 as 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.

  

v3.24.1.1.u2
STOCKHOLDERS’ DEFICIT
3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
STOCKHOLDERS’ DEFICIT

NOTE 8 – STOCKHOLDERS’ DEFICIT

 

Common Stock

 

As of March 31, 2024 and December 31, 2023, the Company has 300,000,000 authorized shares of common stock par value $0.0001 per share. As of March 31, 2024 and December 31, 2023, there was a total of 3,977,497 shares issued and outstanding, respectively.

 

 

Preferred Stock

 

As of March 31, 2024 and December 31, 2023, the Company has authorized 30,000,000 shares of preferred stock, 500,000 shares of which were designated as Class A Convertible Preferred Stock (“Class A Preferred Stock”).

 

  Class A Convertible Stock

 

As of March 31, 2024 and December 31, 2023, there were a total of 500,000 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 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 10,349,097 shares of Class B Preferred Stock and extinguished $9,675,000 of 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 $3.00 per 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 in 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.

 

v3.24.1.1.u2
EQUITY BASED PAYMENTS
3 Months Ended
Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]  
EQUITY BASED PAYMENTS

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

 

Effective January 15, 2020, the Company adopted its 2020 Stock Option and Award Plan (the “2020 Stock Incentive Plan”). A total of 2,222 shares of the Company’s common stock were reserved for the 2020 Stock Incentive Plan. As of March 31, 2024, there were no 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 833,333 shares of the Company’s common stock is reserved for the 2022 Stock Option Plan. As of March 31, 2024, there have been no options to purchase shares of common stock granted under the 2022 Stock Option Plan.

 

Effective August 9, 2022, the Company adopted its 2022 Restricted Stock Plan (the “2022 Restricted Stock Plan”). Under the 2022 Restricted Stock Plan, the Board of Directors may grant restricted stock to officers, directors, and key employees. A total of 833,333 shares of common stock is reserved for the 2022 Restricted Stock Plan. As of March 31, 2024, there have been no shares of common stock granted under the 2022 Restricted Stock Plan.

 

v3.24.1.1.u2
RELATED PARTY TRANSACTIONS
3 Months Ended
Mar. 31, 2024
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 10 – RELATED PARTY TRANSACTIONS

 

The Company had the following related party transactions:

 

  Due from Related Parties – The Company had related party, Amarose, Inc., a company owned by the shareholder of the company, in the amount of receivables of $27,593 as of March 31, 2024 which relates to expenses paid by the Company related to Amarose.
     
  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, 2024 and December 31, 2023, the royalty payable was $34,567 and $NIL, 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, 2024 and December 31, 2023, the Company had $5,152,028 outstanding. Refer to Note 9.
     
  Notes Payable to Related Parties – The Company entered into various notes payable with shareholders of the Company. As of March 31, 2024 and December 31, 2023, the Company had $619,428 and $80,000 outstanding, respectively. Refer to Note 10.
     
  Consulting Fees – During the three months ended March 31, 2024, the Company incurred consulting fees in the amount of $0 to an officer and an officer of one of its affiliates. During the three months ended March 31, 2023, the Company incurred consulting fees in the amount of $7,000 to an officer and an officer of one of its affiliates.

 

v3.24.1.1.u2
COMMITMENTS AND CONTINGENCIES
3 Months Ended
Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

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.

 

v3.24.1.1.u2
SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 12 – SUBSEQUENT EVENTS

 

The Company evaluated all events or transactions that occurred after March 31, 2024. During this period, the Company did not have any material recognizable subsequent events required to be disclosed.

v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Going Concern

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 $27.2 million at March 31, 2024, and had a net loss of $1.1 million for the three months ended March 31, 2024 and net cash used in operating activities of $0.6 million for the three months ended March 31, 2024. 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

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

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.

 

Cash and Cash Equivalents

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

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

 

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

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. Based on aging of the holdback receivables, the Company has determined that an allowance for doubtful accounts of $1,300,855 or 55% of holdback receivables should be deemed uncollectible recorded as bad debt expense. As of March 31, 2024 and December 31, 2023, the adjusted holdback receivables balance was $NIL and $NIL, respectively.

 

Inventories

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

 

Advertising and marketing costs are charged to expense as incurred. Advertising and marketing costs were approximately $721,678 and $10,055,504 for the three months ended March 31, 2024 and 2023, respectively, and are included in operating expenses in the accompanying statement of income.

 

Property and Equipment

Property and Equipment

 

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

 

 

Revenue Recognition

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, 2024 and December 31, 2023.

 

Cost of Sales

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

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. As of March 31, 2024 and December 31, 2023, refunds payable was $8,599 and $41,509, respectively.

 

 

Chargebacks Payable

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. As of March 31, 2024 and December 31, 2023, chargebacks payable were $10,749 and $20,755, respectively.

 

Convertible Debt

Convertible Debt

 

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

 

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

 

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

 

Income Taxes

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

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, 2024 and 2023.

 

Equity Based Payments

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, 2024 and 2023, the Company granted no securities under its 2020 Stock Incentive Plan, 2022 Restricted Stock Plan, and 2022 Stock Option Plan.

 

 

General Concentrations of Risk

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, 2024 and 2023, respectively.

 

Operating Lease

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, 2024.

 

Fair Value Measurements

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

Recent Accounting Pronouncements

 

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

 

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.

v3.24.1.1.u2
PROPERTY AND EQUIPMENT (Tables)
3 Months Ended
Mar. 31, 2024
Property, Plant and Equipment [Abstract]  
SCHEDULE OF PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

 

   March 31,   December 31, 
   2024   2023 
         
Machinery and equipment  $39,068   $39,068 
Total   39,068    39,068 
           
Less: accumulated depreciation   (10,776)   (9,658)
           
Total equipment, net  $28,292   $29,410 
v3.24.1.1.u2
NOTES PAYABLE TO SHAREHOLDER (Tables) - Shareholder [Member]
3 Months Ended
Mar. 31, 2024
NotesPayableToShareholderLineItems [Line Items]  
SCHEDULE OF NOTES PAYABLE TO SHAREHOLDER

Notes payable to shareholders consisted of the following:

 

   March 31,   December 31, 
   2024   2023 
         
December 6, 2021 ($50,000)  $50,000   $50,000 
February 11, 2022 ($150,000)   150,000    150,000 
May 8, 2022 ($550,000)   550,000    550,000 
May 9, 2022 ($1,100,000)   1,100,000    1,100,000 
May 16, 2022 ($450,000)   450,000    450,000 
June 1, 2022 ($500,000)   500,000    500,000 
June 30, 2022 ($922,028)   922,028    922,028 
August 25, 2022 ($290,000)   290,000    290,000 
November 15, 2022 ($450,000)   450,000    450,000 
May 16, 2023 ($150,000)   150,000    150,000 
May 18, 2023 ($50,000)   50,000    50,000 
June 5, 2023 ($150,000)   150,000    150,000 
June 20, 2023 ($50,000) – Funding Commitment   50,000    50,000 
July 13, 2023 ($50,000) – Funding Commitment   50,000    50,000 
August 1, 2023 ($190,000) – Funding Commitment   190,000    190,000 
August 7, 2023 ($50,000) – Funding Commitment   50,000    50,000 
Total notes payable to stockholder (current)  $5,152,028   $5,152,028 
SCHEDULE OF FUNDING COMMITMENT

   March 31,   December 31, 
   2024   2023 
         
June 20, 2023 ($50,000)  $50,000   $50,000 
July 13, 2023 ($50,000)   50,000    50,000 
August 1, 2023 ($190,000)   190,000    190,000 
August 7, 2023 ($50,000)   50,000    50,000 
           
Total notes payable to related parties (current)  $340,000   $340,000 
v3.24.1.1.u2
NOTES PAYABLE TO RELATED PARTIES (Tables)
3 Months Ended
Mar. 31, 2024
Related Party [Member]  
NotesPayableToRelatedPartiesLineItems [Line Items]  
SCHEDULE OF NOTES PAYABLE TO RELATED PARTIES

Notes payable to related parties consisted of the following:

 

   March 31,   December 31, 
   2024   2023 
         
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 12. 2024 ($20,000)   20,000    - 
March 15, 2024 ($419,428)   

419,428

    - 
March 27, 2024 ($100,000)   100,000    - 
           
Total notes payable to related parties (current)  $619,428   $80,000 
v3.24.1.1.u2
ORGANIZATION AND HISOTRY (Details Narrative) - shares
May 20, 2022
Mar. 31, 2024
Dec. 31, 2023
Class A Convertible Preferred Stock [Member]      
Preferred stock shares issued   500,000 500,000
Helion Holdings LLC [Member] | Jaspreet Mathur [Member] | Class A Convertible Preferred Stock [Member]      
Preferred stock shares issued 500,000    
Common Stock [Member] | Bio Lab Naturals, Inc [Member]      
Outstanding shares percentage 60.00%    
Common Stock [Member] | Bio Lab Naturals, Inc [Member] | Limitless X Shareholders [Member]      
Number of shares acquisitions 3,233,334    
Number of additional shares issued 300,000    
v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Product Information [Line Items]      
Accumulated deficit $ (27,216,058)   $ (26,137,915)
Net loss (1,078,143) $ (8,792,085)  
Net cash used in operating activities $ (632,643) (6,193,914)  
Hold receivables percentage 55.00%    
Hold receivables, allowance for doubtful accounts $ 1,300,855    
Holdback receivables  
Advertising and marketing cost $ 721,678 $ 10,055,504  
Refunds payable percentage 20.00%    
Refunds payable $ 8,599   41,509
Chargebacks payable $ 10,749   $ 20,755
Income Tax Examination, Likelihood of Unfavorable Settlement greater than 50% likelihood    
3 Largest Suppliers [Member] | Supplier Concentration Risk [Member] | Accounts Payable [Member]      
Product Information [Line Items]      
Concentration risk, percentage 100.00% 99.00%  
Minimum [Member]      
Product Information [Line Items]      
Hold receivables percentage 0.00%    
Maximum [Member]      
Product Information [Line Items]      
Hold receivables percentage 10.00%    
v3.24.1.1.u2
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Property, Plant and Equipment [Abstract]    
Machinery and equipment $ 39,068 $ 39,068
Total 39,068 39,068
Less: accumulated depreciation (10,776) (9,658)
Total equipment, net $ 28,292 $ 29,410
v3.24.1.1.u2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Property, Plant and Equipment [Abstract]    
Depreciation expense $ 1,118 $ 1,101
v3.24.1.1.u2
ROYALTY PAYABLES (Details Narrative) - USD ($)
3 Months Ended 12 Months Ended
Oct. 01, 2023
Dec. 01, 2021
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Related Party Transaction [Line Items]          
Royalty expense $ 1,557,432   $ 34,567 $ 284,628
Inventories provided back 2,363,151        
Accounts receivable $ 805,719        
Limitless Performance Inc [Member]          
Related Party Transaction [Line Items]          
Royalty payables percentage   4.00%      
v3.24.1.1.u2
NOTE PAYABLE (Details Narrative) - Prime Time Live Inc [Member] - USD ($)
Mar. 01, 2021
Mar. 31, 2024
Dec. 31, 2023
Short-Term Debt [Line Items]      
Balance payable   $ 35,000 $ 35,000
Individual Counterparty [Member] | Unsecured Convertible Promissory Note [Member]      
Short-Term Debt [Line Items]      
Note payable $ 35,000    
Interest rate 10.00%    
Note payable, maturity date May 31, 2023    
v3.24.1.1.u2
SCHEDULE OF NOTES PAYABLE TO SHAREHOLDER (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Aug. 07, 2023
Aug. 01, 2023
Jul. 13, 2023
Jun. 20, 2023
Jun. 05, 2023
May 18, 2023
May 16, 2023
Nov. 15, 2022
Sep. 30, 2022
Aug. 25, 2022
Jun. 30, 2022
Jun. 01, 2022
May 18, 2022
May 16, 2022
May 09, 2022
May 08, 2022
Feb. 11, 2022
Dec. 06, 2021
Majority Shareholder One [Member]                                        
NotesPayableToShareholderLineItems [Line Items]                                        
Total notes payable to stockholder (current) $ 50,000 $ 50,000                                   $ 50,000
Majority Shareholder Two [Member]                                        
NotesPayableToShareholderLineItems [Line Items]                                        
Total notes payable to stockholder (current) 150,000 150,000                                 $ 150,000  
Majority Shareholder Three [Member]                                        
NotesPayableToShareholderLineItems [Line Items]                                        
Total notes payable to stockholder (current) 550,000 550,000                               $ 550,000    
Majority Shareholder Four [Member]                                        
NotesPayableToShareholderLineItems [Line Items]                                        
Total notes payable to stockholder (current) 1,100,000 1,100,000                           $ 1,100,000 $ 1,100,000      
Majority Shareholder Five [Member]                                        
NotesPayableToShareholderLineItems [Line Items]                                        
Total notes payable to stockholder (current) 450,000 450,000                         $ 450,000 $ 450,000        
Majority Shareholder Six [Member]                                        
NotesPayableToShareholderLineItems [Line Items]                                        
Total notes payable to stockholder (current) 500,000 500,000                       $ 500,000            
Majority Shareholder Seven [Member]                                        
NotesPayableToShareholderLineItems [Line Items]                                        
Total notes payable to stockholder (current) 922,028 922,028                 $ 922,028   $ 922,028              
Majority Shareholder Eight [Member]                                        
NotesPayableToShareholderLineItems [Line Items]                                        
Total notes payable to stockholder (current) 290,000 290,000                   $ 290,000                
Majority Shareholder Nine [Member]                                        
NotesPayableToShareholderLineItems [Line Items]                                        
Total notes payable to stockholder (current) 450,000 450,000               $ 450,000                    
Majority Shareholder Ten [Member]                                        
NotesPayableToShareholderLineItems [Line Items]                                        
Total notes payable to stockholder (current) 150,000 150,000             $ 150,000                      
Majority Shareholder Eleven [Member]                                        
NotesPayableToShareholderLineItems [Line Items]                                        
Total notes payable to stockholder (current) 50,000 50,000           $ 50,000                        
Majority Shareholder Twelve [Member]                                        
NotesPayableToShareholderLineItems [Line Items]                                        
Total notes payable to stockholder (current) 150,000 150,000         $ 150,000                          
Majority Shareholder Thirteen [Member]                                        
NotesPayableToShareholderLineItems [Line Items]                                        
Total notes payable to stockholder (current) 50,000 50,000       $ 50,000 $ 50,000                          
Majority Shareholder Fourteen [Member]                                        
NotesPayableToShareholderLineItems [Line Items]                                        
Total notes payable to stockholder (current) 50,000 50,000     $ 50,000                              
Majority Shareholder Fifteen [Member]                                        
NotesPayableToShareholderLineItems [Line Items]                                        
Total notes payable to stockholder (current) 190,000 190,000   $ 190,000                                
Majority Shareholder Sixteen [Member]                                        
NotesPayableToShareholderLineItems [Line Items]                                        
Total notes payable to stockholder (current) 50,000 50,000 $ 50,000                                  
Majority Shareholder [Member]                                        
NotesPayableToShareholderLineItems [Line Items]                                        
Total notes payable to stockholder (current) $ 5,152,028 $ 5,152,028                                    
v3.24.1.1.u2
SCHEDULE OF NOTES PAYABLE TO SHAREHOLDER (Details) (Parenthetical) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Aug. 07, 2023
Aug. 01, 2023
Jul. 13, 2023
Jun. 20, 2023
Jun. 05, 2023
May 18, 2023
May 16, 2023
Nov. 15, 2022
Sep. 30, 2022
Aug. 25, 2022
Jun. 30, 2022
Jun. 01, 2022
May 18, 2022
May 16, 2022
May 09, 2022
May 08, 2022
Feb. 11, 2022
Dec. 06, 2021
Majority Shareholder One [Member]                                        
NotesPayableToShareholderLineItems [Line Items]                                        
Notes payable $ 50,000 $ 50,000                                   $ 50,000
Majority Shareholder Two [Member]                                        
NotesPayableToShareholderLineItems [Line Items]                                        
Notes payable 150,000 150,000                                 $ 150,000  
Majority Shareholder Three [Member]                                        
NotesPayableToShareholderLineItems [Line Items]                                        
Notes payable 550,000 550,000                               $ 550,000    
Majority Shareholder Four [Member]                                        
NotesPayableToShareholderLineItems [Line Items]                                        
Notes payable 1,100,000 1,100,000                           $ 1,100,000 $ 1,100,000      
Majority Shareholder Five [Member]                                        
NotesPayableToShareholderLineItems [Line Items]                                        
Notes payable 450,000 450,000                         $ 450,000 $ 450,000        
Majority Shareholder Six [Member]                                        
NotesPayableToShareholderLineItems [Line Items]                                        
Notes payable 500,000 500,000                       $ 500,000            
Majority Shareholder Seven [Member]                                        
NotesPayableToShareholderLineItems [Line Items]                                        
Notes payable 922,028 922,028                 $ 922,028   $ 922,028              
Majority Shareholder Eight [Member]                                        
NotesPayableToShareholderLineItems [Line Items]                                        
Notes payable 290,000 290,000                   $ 290,000                
Majority Shareholder Nine [Member]                                        
NotesPayableToShareholderLineItems [Line Items]                                        
Notes payable 450,000 450,000               $ 450,000                    
Majority Shareholder Ten [Member]                                        
NotesPayableToShareholderLineItems [Line Items]                                        
Notes payable 150,000 150,000             $ 150,000                      
Majority Shareholder Eleven [Member]                                        
NotesPayableToShareholderLineItems [Line Items]                                        
Notes payable 50,000 50,000           $ 50,000                        
Majority Shareholder Twelve [Member]                                        
NotesPayableToShareholderLineItems [Line Items]                                        
Notes payable 150,000 150,000         $ 150,000                          
Majority Shareholder Thirteen [Member]                                        
NotesPayableToShareholderLineItems [Line Items]                                        
Notes payable 50,000 50,000       $ 50,000 $ 50,000                          
Majority Shareholder Fourteen [Member]                                        
NotesPayableToShareholderLineItems [Line Items]                                        
Notes payable 50,000 50,000     $ 50,000                              
Majority Shareholder Fifteen [Member]                                        
NotesPayableToShareholderLineItems [Line Items]                                        
Notes payable 190,000 190,000   $ 190,000                                
Majority Shareholder Sixteen [Member]                                        
NotesPayableToShareholderLineItems [Line Items]                                        
Notes payable $ 50,000 $ 50,000 $ 50,000                                  
v3.24.1.1.u2
SCHEDULE OF FUNDING COMMITMENT (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Aug. 07, 2023
Aug. 01, 2023
Jul. 13, 2023
Jun. 20, 2023
Jun. 05, 2023
Majority Shareholder Thirteen [Member]              
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]              
Notes payable $ 50,000 $ 50,000       $ 50,000 $ 50,000
Majority Shareholder Fourteen [Member]              
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]              
Notes payable 50,000 50,000     $ 50,000    
Majority Shareholder Fifteen [Member]              
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]              
Notes payable 190,000 190,000   $ 190,000      
Majority Shareholder Sixteen [Member]              
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]              
Notes payable 50,000 50,000 $ 50,000        
Funding Commitment [Member]              
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]              
Notes payable 340,000 340,000          
Funding Commitment [Member] | Majority Shareholder Thirteen [Member]              
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]              
Notes payable 50,000 50,000          
Funding Commitment [Member] | Majority Shareholder Fourteen [Member]              
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]              
Notes payable 50,000 50,000          
Funding Commitment [Member] | Majority Shareholder Fifteen [Member]              
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]              
Notes payable 190,000 190,000          
Funding Commitment [Member] | Majority Shareholder Sixteen [Member]              
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]              
Notes payable $ 50,000 $ 50,000          
v3.24.1.1.u2
SCHEDULE OF FUNDING COMMITMENT (Details) (Parenthetical) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Aug. 07, 2023
Aug. 01, 2023
Jul. 13, 2023
Jun. 20, 2023
Jun. 05, 2023
Majority Shareholder Thirteen [Member]              
Defined Benefit Plan Disclosure [Line Items]              
Notes payable $ 50,000 $ 50,000       $ 50,000 $ 50,000
Majority Shareholder Fourteen [Member]              
Defined Benefit Plan Disclosure [Line Items]              
Notes payable 50,000 50,000     $ 50,000    
Majority Shareholder Fifteen [Member]              
Defined Benefit Plan Disclosure [Line Items]              
Notes payable 190,000 190,000   $ 190,000      
Majority Shareholder Sixteen [Member]              
Defined Benefit Plan Disclosure [Line Items]              
Notes payable $ 50,000 $ 50,000 $ 50,000        
v3.24.1.1.u2
NOTES PAYABLE TO SHAREHOLDER (Details Narrative) - USD ($)
Aug. 01, 2023
Jul. 01, 2023
May 01, 2023
Aug. 01, 2022
Jun. 01, 2022
Mar. 31, 2024
Dec. 31, 2023
Jun. 05, 2023
Jun. 03, 2023
May 18, 2023
May 16, 2023
Nov. 15, 2022
Sep. 30, 2022
Aug. 25, 2022
Jun. 30, 2022
Jun. 19, 2022
Jun. 17, 2022
May 18, 2022
May 16, 2022
May 09, 2022
May 08, 2022
Feb. 11, 2022
Dec. 06, 2021
Funding Commitment [Member]                                              
NotesPayableToShareholderLineItems [Line Items]                                              
Notes payable           $ 340,000 $ 340,000                                
Funding commitment           340,000 340,000                                
Funding Commitment [Member] | Chief Executive Officer [Member]                                              
NotesPayableToShareholderLineItems [Line Items]                                              
Debt interest rate                 10.00%                            
Working capital                 $ 1,000,000                            
Funding Commitment [Member] | Chief Executive Officer [Member] | Preferred Class B [Member]                                              
NotesPayableToShareholderLineItems [Line Items]                                              
Conversion price                 $ 1.50                            
Majority Shareholder One [Member]                                              
NotesPayableToShareholderLineItems [Line Items]                                              
Notes payable           50,000 50,000                               $ 50,000
Payments for loans     $ 51,640   $ 4,303                                    
Debt interest rate         6.00%                                    
Majority Shareholder Two [Member]                                              
NotesPayableToShareholderLineItems [Line Items]                                              
Notes payable           150,000 150,000                             $ 150,000  
Payments for loans     154,920   $ 12,910                                    
Debt interest rate         6.00%                                    
Majority Shareholder Three [Member]                                              
NotesPayableToShareholderLineItems [Line Items]                                              
Notes payable           550,000 550,000                           $ 550,000    
Payments for loans     $ 568,038   $ 47,337                                    
Debt interest rate         6.00%                                    
Majority Shareholder Four [Member]                                              
NotesPayableToShareholderLineItems [Line Items]                                              
Notes payable           1,100,000 1,100,000                       $ 1,100,000 $ 1,100,000      
Debt interest rate                                 8.50%            
Majority Shareholder Five [Member]                                              
NotesPayableToShareholderLineItems [Line Items]                                              
Notes payable           450,000 450,000                     $ 450,000 $ 450,000        
Debt interest rate                               8.50%              
Majority Shareholder Six [Member]                                              
NotesPayableToShareholderLineItems [Line Items]                                              
Notes payable         $ 500,000 500,000 500,000                                
Payments for loans   $ 521,931   $ 43,494                                      
Debt interest rate       8.00%                                      
Majority Shareholder Seven [Member]                                              
NotesPayableToShareholderLineItems [Line Items]                                              
Notes payable           922,028 922,028           $ 922,028   $ 922,028                
Payments for loans $ 962,469     $ 80,206                                      
Debt interest rate       8.00%                                      
Majority Shareholder Eight [Member]                                              
NotesPayableToShareholderLineItems [Line Items]                                              
Notes payable           290,000 290,000             $ 290,000                  
Debt interest rate                           10.00%                  
Majority Shareholder Nine [Member]                                              
NotesPayableToShareholderLineItems [Line Items]                                              
Notes payable           450,000 450,000         $ 450,000                      
Debt interest rate                       10.00%                      
Majority Shareholder Ten [Member]                                              
NotesPayableToShareholderLineItems [Line Items]                                              
Notes payable           150,000 150,000       $ 150,000                        
Debt interest rate                     10.00%                        
Majority Shareholder Eleven [Member]                                              
NotesPayableToShareholderLineItems [Line Items]                                              
Notes payable           50,000 50,000     $ 50,000                          
Debt interest rate                   10.00%                          
Majority Shareholder Twelve [Member]                                              
NotesPayableToShareholderLineItems [Line Items]                                              
Notes payable           $ 150,000 $ 150,000 $ 150,000                              
Debt interest rate               10.00%                              
v3.24.1.1.u2
SCHEDULE OF NOTES PAYABLE TO RELATED PARTIES (Details) - USD ($)
Mar. 31, 2024
Mar. 27, 2024
Mar. 12, 2024
Dec. 31, 2023
Jun. 09, 2022
May 31, 2022
May 10, 2022
Related Parties One [Member]              
NotesPayableToRelatedPartiesLineItems [Line Items]              
Notes payable $ 12,500     $ 12,500     $ 12,500
Related Parties Two [Member]              
NotesPayableToRelatedPartiesLineItems [Line Items]              
Notes payable 12,500     12,500     12,500
Related Parties Three [Member]              
NotesPayableToRelatedPartiesLineItems [Line Items]              
Notes payable 20,000     20,000     20,000
Related Parties Four [Member]              
NotesPayableToRelatedPartiesLineItems [Line Items]              
Notes payable 5,000     5,000   $ 5,000  
Related Parties Five [Member]              
NotesPayableToRelatedPartiesLineItems [Line Items]              
Notes payable 15,000     15,000   $ 15,000  
Related Parties Six [Member]              
NotesPayableToRelatedPartiesLineItems [Line Items]              
Notes payable 15,000     15,000 $ 15,000   $ 15,000
Related Parties Seven [Member]              
NotesPayableToRelatedPartiesLineItems [Line Items]              
Notes payable 20,000   $ 20,000      
Related Parties Eight [Member]              
NotesPayableToRelatedPartiesLineItems [Line Items]              
Notes payable 419,428   419,428      
Related Parties Nine [Member]              
NotesPayableToRelatedPartiesLineItems [Line Items]              
Notes payable 100,000 $ 100,000 $ 100,000      
Related Party [Member]              
NotesPayableToRelatedPartiesLineItems [Line Items]              
Notes payable $ 619,428     $ 80,000      
v3.24.1.1.u2
SCHEDULE OF NOTES PAYABLE TO RELATED PARTIES (Details) (Parenthetical) - USD ($)
Mar. 31, 2024
Mar. 27, 2024
Mar. 12, 2024
Dec. 31, 2023
Jun. 09, 2022
May 31, 2022
May 10, 2022
Related Parties One [Member]              
NotesPayableToRelatedPartiesLineItems [Line Items]              
Notes payable $ 12,500     $ 12,500     $ 12,500
Related Parties Two [Member]              
NotesPayableToRelatedPartiesLineItems [Line Items]              
Notes payable 12,500     12,500     12,500
Related Parties Three [Member]              
NotesPayableToRelatedPartiesLineItems [Line Items]              
Notes payable 20,000     20,000     20,000
Related Parties Four [Member]              
NotesPayableToRelatedPartiesLineItems [Line Items]              
Notes payable 5,000     5,000   $ 5,000  
Related Parties Five [Member]              
NotesPayableToRelatedPartiesLineItems [Line Items]              
Notes payable 15,000     15,000   $ 15,000  
Related Parties Six [Member]              
NotesPayableToRelatedPartiesLineItems [Line Items]              
Notes payable 15,000     15,000 $ 15,000   $ 15,000
Related Parties Seven [Member]              
NotesPayableToRelatedPartiesLineItems [Line Items]              
Notes payable 20,000   $ 20,000      
Related Parties Eight [Member]              
NotesPayableToRelatedPartiesLineItems [Line Items]              
Notes payable 419,428   419,428      
Related Parties Nine [Member]              
NotesPayableToRelatedPartiesLineItems [Line Items]              
Notes payable $ 100,000 $ 100,000 $ 100,000      
v3.24.1.1.u2
NOTES PAYABLE TO RELATED PARTIES (Details Narrative) - USD ($)
May 31, 2022
May 10, 2022
May 10, 2022
Mar. 31, 2024
Mar. 27, 2024
Mar. 12, 2024
Dec. 31, 2023
Jun. 09, 2022
Related Parties One [Member]                
NotesPayableToRelatedPartiesLineItems [Line Items]                
Notes payable   $ 12,500 $ 12,500 $ 12,500     $ 12,500  
Debt interest rate   10.00% 10.00%          
Debt instrument maturity date     May 10, 2023          
Related Parties Two [Member]                
NotesPayableToRelatedPartiesLineItems [Line Items]                
Notes payable   $ 12,500 $ 12,500 12,500     12,500  
Debt interest rate   10.00% 10.00%          
Debt instrument maturity date     May 10, 2023          
Related Parties Three [Member]                
NotesPayableToRelatedPartiesLineItems [Line Items]                
Notes payable   $ 20,000 $ 20,000 20,000     20,000  
Debt interest rate   10.00% 10.00%          
Debt instrument maturity date     May 10, 2023          
Related Parties Four [Member]                
NotesPayableToRelatedPartiesLineItems [Line Items]                
Notes payable $ 5,000     5,000     5,000  
Debt interest rate 10.00%              
Debt instrument maturity date May 31, 2023              
Related Parties Five [Member]                
NotesPayableToRelatedPartiesLineItems [Line Items]                
Notes payable $ 15,000     15,000     15,000  
Debt interest rate 10.00%              
Debt instrument maturity date May 31, 2023              
Related Parties Six [Member]                
NotesPayableToRelatedPartiesLineItems [Line Items]                
Notes payable   $ 15,000 $ 15,000 15,000     15,000 $ 15,000
Note Payables To Related Parties Six Member]                
NotesPayableToRelatedPartiesLineItems [Line Items]                
Notes payable       15,000     15,000  
Debt interest rate   10.00% 10.00%          
Debt instrument maturity date   May 10, 2023            
Related Parties Seven [Member]                
NotesPayableToRelatedPartiesLineItems [Line Items]                
Notes payable       20,000   $ 20,000  
Note Payables To Related Parties Seven [Member]                
NotesPayableToRelatedPartiesLineItems [Line Items]                
Debt interest rate           10.00%    
Related Parties Eight [Member]                
NotesPayableToRelatedPartiesLineItems [Line Items]                
Notes payable       419,428   $ 419,428  
Note Payables To Related Parties Eight [Member]                
NotesPayableToRelatedPartiesLineItems [Line Items]                
Debt interest rate           10.00%    
Related Parties Nine [Member]                
NotesPayableToRelatedPartiesLineItems [Line Items]                
Notes payable       $ 100,000 $ 100,000 $ 100,000  
Note Payables To Related Parties Nine [Member]                
NotesPayableToRelatedPartiesLineItems [Line Items]                
Debt interest rate           10.00%    
v3.24.1.1.u2
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($)
3 Months Ended
Oct. 23, 2023
Mar. 31, 2024
Dec. 31, 2023
Class of Stock [Line Items]      
Common stock, shares authorised     300,000,000
Common Stock, Par or Stated Value Per Share     $ 0.0001
Common stock, shares issued   3,977,497 3,977,497
Common stock, shares outstanding   3,977,497 3,977,497
Preferred Class A [Member]      
Class of Stock [Line Items]      
Preferred stock, shares authorized   30,000,000 30,000,000
Preferred stock, shares issued   500,000 500,000
Preferred stock, shares outstanding   500,000 500,000
Class A Convertible Preferred Stock [Member]      
Class of Stock [Line Items]      
Preferred stock, shares authorized   500,000 500,000
Preferred stock, shares issued   500,000 500,000
Preferred stock, shares outstanding   500,000 500,000
Preferred stock, voting rights   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 Preferred Stock [Member]      
Class of Stock [Line Items]      
Shares issued 10,349,097    
Extinguishment convertible debt $ 9,675,000    
Convertible debt including accumulated interest $ 674,097    
Preferred stock liquidation price $ 3.00    
v3.24.1.1.u2
EQUITY BASED PAYMENTS (Details Narrative) - shares
3 Months Ended
Mar. 31, 2024
Aug. 09, 2022
Jan. 15, 2020
2020 Stock Incentive Plan [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Common stock reserved shares     2,222
Options granted 0    
2022 Stock Option Plan [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Common stock reserved shares   833,333  
Options granted 0    
2022 Restricted Stock Plan [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Common stock reserved shares   833,333  
Options granted 0    
v3.24.1.1.u2
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
3 Months Ended
Dec. 01, 2021
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Related Party Transaction [Line Items]        
Royalty payable   $ 34,567  
Consulting fees   280,066 $ 539,157  
Officer [Member]        
Related Party Transaction [Line Items]        
Consulting fees   0 $ 7,000  
Related Party [Member]        
Related Party Transaction [Line Items]        
Receivables   27,593  
Notes payable   619,428   80,000
Notes Payables [Member] | Shareholder [Member]        
Related Party Transaction [Line Items]        
Notes payable outstanding   5,152,028   5,152,028
Notes Payables [Member] | Related Party [Member]        
Related Party Transaction [Line Items]        
Notes payable   619,428   $ 80,000
Limitless Performance Inc [Member]        
Related Party Transaction [Line Items]        
Royalty payables percentage 4.00%      
Amarose Inc [Member]        
Related Party Transaction [Line Items]        
Receivables   $ 27,593    

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