Form 10-Q - Quarterly report [Sections 13 or 15(d)]

 

 

 

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)

 

[phone]

(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

 

		(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

 

 

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

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

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

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

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

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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

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

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

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%

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

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

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%

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

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

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

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

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

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%

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

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

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%

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

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

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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