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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~June~~September 30, 2025

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

For the transition period from __________ to ___________

Commission file number: 000-56453

LIMITLESS X HOLDINGS INC.

(Exact name of registrant as specified in its charter)

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

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

(Address of Principal Executive Offices)

(855) 413-7030

(Registrant’s Telephone number)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.

Yes

☒

☐

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

☒

☐

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

☐

☒

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

As of ~~August~~November 1317, 2025, there were 16,~~900~~907,~~256~~006 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	4
	Notes to the Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2023
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2326
Item 4.	Controls and Procedures	2326
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	2427
Item 1A.	Risk Factors	2427
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2427
Item 3.	Defaults Upon Senior Securities	2427
Item 4.	Mine Safety Disclosures	2427
Item 5.	Other Information	2427
Item 6.	Exhibits	2428
	Signatures	2529

LIMITLESS X HOLDINGS INC.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

LIMITLESS X HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	(Unaudited)
	June 30,			December 31,
	September 30,			December 31,
	2025			2024
ASSETS
Current Assets:
Cash	$	8551,~~175~~652		$	53,549
Accounts receivables, net		~~106~~-			24,984
Inventories		9388,~~971~~039			18,415
Prepaid expenses		6332,~~318~~533			11,700
Loan receivable		1,000,000			-
Total current assets		172,224			108,648
Total current assets		1,242,570			108,648
Non-Current Assets:
Property and equipment, net		~~820~~740			980
Other assets		10,985			11,208
Total non-current assets		11,~~805~~725			12,188
Total assets	$	1183,~~254,375~~949		$	120,836
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	32,~~218~~547,~~377~~734		$	6,024,556
Accrued interest		85118,~~022~~025			1,035,842
Royalty payable		~~249,036~~-			220,535
Refunds and chargeback payable		157,~~308~~924			55,296
Note payable		35,000			35,000
Notes payable to shareholder		-			5,144,460
Notes payable to related parties		1188,~~180,000~~523			436,747
Notes payable		1,180,000			436,747
Loans payable, net of unamortized debt discount of $45,000 and $0, respectively		273,678			240,133
Loans payable, net of unamortized debt discount of $34,500 and $0, respectively		317,233			240,133
Total current liabilities		3,170,884			13,192,569
Dividends payable		204,555			-
Total liabilities		3,170,884			13,192,569
Total current liabilities		5,304,531			13,192,569
Commitments and contingencies
Total liabilities		5,304,531			13,192,569
Commitments and contingencies		-			-
Preferred Stock B - $0.0001 par value; 30,000,000 authorized shares; 1,062,712 shares issued and outstanding, respectively		1,742,953			1,742,953
Preferred Stock C - $0.0001 par value; 30,000,000 authorized shares; 345,094 shares issued and outstanding		33,046,900			-
Preferred Stock		33,046,900			-
Stockholders’ deficit
Preferred Stock A - $0.0001 par value; 30,000,000 authorized shares; 500,000 shares issued and outstanding		50			50
Preferred Stock D - $0.0001 par value; 30,000,000 authorized shares; 145,000 shares issued and outstanding and none, respectively		3,625,000			-
Preferred Stock C - $0.0001 par value; 30,000,000 authorized shares; 337,694 shares issued and outstanding		5,374,996			-
Preferred Stock value		3,625,000			-
Preferred Stock D - $0.0001 par value; 30,000,000 authorized shares; 405,214 shares issued and outstanding and none, respectively		10,130,350			-
Preferred Stock D Issuable - 260,214 shares issuable at June 30, 2025		6,505,350			-
Preferred Stock value		10,130,350			-
Common Stock- $0.0001 par value; 300,000,000 authorized shares; 15,540,256 shares and 8,594,681 shares issued and outstanding, respectively		1,554			859
Common Stock- $0.0001 par value; 300,000,000 authorized shares; 16,900,256 shares and 8,594,681 shares issued and outstanding, respectively		1,690			859
Common stock issuable, 400,000 shares and 133,332, respectively		20,070			83,555
Common stock issuable, 1,091,284 shares and 133,332, respectively		20,175			83,555
Additional paid-in-capital		2960,~~071~~873,~~834~~785			23,941,779
Accumulated deficit		(7881,~~063~~130,~~867~~934	)		(38,840,929	)
Total stockholders’ deficit		(384,~~840~~729,~~009~~888	)		(14,814,686	)
Total liabilities and stockholders’ deficit	$	1183,~~254,375~~949		$	120,836

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

LIMITLESS X HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Net Revenue
Product sales	$	~~302~~247,~~592~~868		$	1607,~~405,951~~161		$	~~554~~802,~~528~~396		$	23,~~428~~024,~~476~~112
Total net revenue		~~302~~247,~~592~~868			1607,~~405,951~~161			~~554~~802,~~528~~396			23,~~428~~024,~~476~~112
Cost of Revenue
Cost of revenue		8659,~~840~~753			~~413~~154,~~201~~287			~~204~~263,~~034~~787			~~654~~797,~~803~~565
Total cost of sales		8659,~~840~~753			~~413~~154,~~201~~287			~~204~~263,~~034~~787			~~654~~797,~~803~~565
Gross profit		~~215~~188,~~752~~115			~~992~~452,~~750~~874			~~350~~538,~~494~~609			12,~~773~~226,~~673~~547
Operating expenses:
General and administrative		~~325~~701,~~395~~560			~~348~~54,~~093~~620			34,~~917~~618,~~196~~756			~~315~~938,~~179~~490
Advertising and marketing		76208,~~287~~557			~~675~~542,~~632~~081			~~267~~475,~~421~~978			1,~~397~~939,~~310~~391
Salaries and compensation		~~591~~520,~~369~~001			~~490~~358,~~397~~250			1,~~175~~695,~~220~~221			~~987~~1,~~585~~345,835
Total operating expenses		~~993~~1,~~051~~430,118			1954,~~514,122~~951			56,~~359~~789,~~837~~955			34,~~269~~223,~~801~~716
Loss from operations		(~~777~~1,~~299~~242,003	)		(~~521~~502,~~372~~077	)		(56,~~009~~251,~~343~~346	)		(1,~~496~~997,~~128~~169	)
Other income (expense)
Interest expense		(18134,~~318~~993	)		(~~131~~194,~~341~~063	)		(~~481~~616,~~715~~708	)		(~~232~~420,~~305~~868	)
Other income		58,460			17,500			60,888			15,077
Other income (expense)		(24,702	)		-			36,186			7,902
Gain (Loss) on debt settlement		(31,~~866~~665,~~368~~369	)		(1715,~~667~~445	)		(3335,~~792~~458,~~768~~137	)		(1733,~~667~~112	)
Other expense		-			-(15,000	)		-			-(7,825	)
Total other income (expense), net		(31,~~826~~825,~~226~~064	)		(~~131~~224,508	)		(3436,~~213~~038,~~595~~659	)		(~~234~~453,~~895~~903	)
Loss before income tax provision		(43,~~603~~067,~~525~~067	)		(~~652~~726,~~880~~585	)		(3942,~~222~~290,~~938~~005	)		(12,~~731~~451,~~023~~072	)
Income tax provision		-			~~915~~-			-			915
Net loss	$	(43,~~603~~067,~~525~~067	)	$	(~~653~~726,~~795~~585	)	$	(3942,~~222~~290,~~938~~005	)	$	(12,~~731~~451,~~938~~987	)
Dividends accrued during the period		~~204~~334,~~555~~889			-			~~204~~539,~~555~~444			-
Net loss allocable to common shareholders	$	(4,808,080	)	$	(653,795	)	$	(39,427,493	)	$	(1,731,938	)
Dividends forgiven during the period		(539,444	)		-			(539,444	)
Deemed dividends during the period related to extinguishment of related party preferred stock C from mezzanine to equity		(26,931,904	)		-			(26,931,904	)		-
Net income (loss) allocable to common shareholders	$	24,069,392		$	(726,585	)	$	(15,358,101	)	$	(2,451,987	)
Earnings (Loss) Per Share:
Net loss per common share - basic and diluted	$	(0.32	)	$	(0.16	)	$	(2.81	)	$	(0.44	)
Net income (loss) per common share - basic	$	1.45		$	(0.17	)	$	(1.03	)	$	(0.61	)
Weighted average number of common shares		15,124,568			3,977,497			14,021,453			3,977,497
Net income (loss) per common share - diluted	$	0.47		$	(0.17	)	$	(1.03	)	$	(0.61	)
Weighted average number of common shares - basic		16,652,564			4,187,747			14,904,053			4,048,092
Weighted average number of common shares - diluted		51,127,452			4,187,747			14,904,053			4,048,092

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

LIMITLESS X HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

	Shares		Amount		Shares			Amount			Shares		Amount		Shares		Amount			Shares		Amount		Shares			Amount			Shares		Amount		~~Capital~~Shares			~~deficit~~Amount			~~Equity~~Capital			Capital			deficit			Equity
	Preferred Stock B				Preferred Stock C						Preferred Stock A				Preferred Stock DC					Preferred Stock D ~~Issuable~~				~~Common~~Preferred Stock D Issuable						Common Stock ~~Issuable~~				~~Additional~~Common ~~Paid-In~~Stock Issuable			~~Accumulated~~			~~Total~~Additional ~~Stockholder’s~~Paid-In			Additional Paid-In			Accumulated			Total Stockholder’s
	Shares		Amount		Shares			Amount			Shares		Amount		Shares		Amount			Shares		Amount	~~Amount~~	Shares			Amount			Shares		Amount		~~Capital~~Shares			~~deficit~~Amount			~~Equity~~Capital			Capital			deficit			Equity
Balance at December 31, 2023 (as restated)		10,349,097	$	16,973,554		-		$	-			500,000	$	50		-	$	-			-	$	-		3,992,234		$	399			-	$	-	$	4,793,068		$	(34,638,001	)	$	(29,844,484	)
Balance at December 31, 2024		1,062,712	$	1,742,953		-		$	-			500,000	$	50		-	$	-			-	$	-		-		$	-			8,594,681	$	859		133,332		$	83,555		$	-		$	23,941,779		$	(38,840,929	)	$	(14,814,686	)
Net loss		-		-		-			-			-		-		-		-			-		-		-			-			-		-		-			(1,078,143	)		(1,078,143	)
Salaries conversion to common stock		-		-		-			-			-		-		-		-			-		-		-			-			1,340,598		134		-			-			-			536,117			-			536,251
Balance at March 31, 2024		10,349,097		16,973,554		-			-			500,000		50		-		-			-		-		3,992,234			399			-		-		4,793,068			(35,716,144	)		(30,922,627	)
Issuances of common stock to board of directors for services - conversion from accrued compensation		-		-		-			-			-		-		-		-			-		-		-			-			1,945,000		195		-			-			-			972,305			-			972,500
Net loss		-		-		-			-			-		-		-		-			-		-		-			-			-		-		-			(653,795	)		(653,795	)
Issuances of common stock to board of directors for services		-		-		-			-			-		-		-		-			-		-		-			-			220,000		22		-			-			-			219,978			-			220,000
Balance at June 30, 2024		10,349,097	$	16,973,554		-		$	-			500,000	$	50		-	$	-			-	$	-		3,992,234		$	399			-	$	-	$	4,793,068		$	(36,369,939	)	$	(31,576,422	)
Consulting services - issuance of common stock		-		-		-			-			-		-		-		-			-		-		-			-			578,757		58		-			-			-			403,460			-			403,518
Restricted stock grants		-		-		-			-			-		-		-		-			-		-		-			-			833,333		83		-			-			-			430,083			-			430,166
Issuances of stock options		-		-		-			-			-		-		-		-			-		-		-			-			708,333		71		-			-			-			365,570			-			365,641
Conversion of notes payable and accrued interest to shareholder to preferred stock C		-		-		193,680			19,368,000			-		-		-		-			-		-		-			-			-		-		-			-			-			2,736,361			-			2,736,361
Conversion of notes payable and accrued interest to shareholder to preferred stock C		-		-		7,892			789,200			-		-		-		-			-		-		-			-			-		-		-			-			-			87,892			-			87,892
Conversion of notes payable and accrued interest to related parties to preferred stock C		-		-		97,692			9,769,200			-		-		-		-			-		-		-			-			-		-		-			-			-			1,085,468			-			1,085,468
Issuance of preferred stock C for services		-		-		25,000			1,037,500			-		-		-		-			-		-		-			-			-		-		-			-			-			-			-			-
Conversion of vendor accounts payable to preferred stock C		-		-		15,830			1,583,000			-		-		-		-			-		-		-			-			-		-		-			-			-			-			-			-
Issuances of preferred stock C for compensation		-		-		5,000			500,000			-		-		-		-			-		-		-			-			-		-		-			-			-			-			-			-
Conversion of notes payable accrued interest to shareholder to preferred stock D		-		-		-			-			-		-		-		-			135,000		3,375,000		-			-			-		-		-			-			-			-			-			3,375,000
Conversion of notes payable and accrued interest to shareholder to preferred stock D		-		-		-			-			-		-		-		-			10,000		250,000		-			-			-		-		-			-			-			-			-			250,000
Common stock issuable for borrowings from shareholder		-		-		-			-			-		-		-		-			-		-		-			-			-		-		225,000			177,750			-			-			-			177,750
Issuances of common stock for conversion of vendor debt		-		-		-			-			-		-		-		-			-		-		-			-			739,002		74		-			-			-			738,928			-			739,002
Loss on the settlement of accrued compensation		-		-		-			-			-		-		-		-			-		-		-			-			-		-		-			-			-			589,989			-			589,989
Loss on settlement of directors compensation		-		-		-			-			-		-		-		-			-		-		-			-			-		-		-			-			-			680,750			-			680,750
Consulting services - issuance of common stock from issuable		-		-		-			-			-		-		-		-			-		-		-			-			133,332		13		(133,332	)		(83,555	)		-			83,542			-			-
Consulting services - issuance of common stock		-		-		-			-			-		-		-		-			-		-		-			-			222,220		22		-			-			-			136,161			-			136,183
Shares issuable for consulting services		-		-		-			-			-		-		-		-			-		-		-			-			-		-		44,448			20,070			-			-			-			20,070
Common stock issued from issuable		-		-		-			-			-		-		-		-			-		-		-			-			225,000		23		(225,000	)		(177,750	)		-			177,727			-			-
Preferred Stock D Issuable		-		-		-			-			-		-		-		-			-		-		260,214			6,505,350			-		-		-			-			-			(3,909,721	)		-			2,595,629
Dividends		-		-		-			-			-		-		-		-			-		-		-			-			-		-		-			-			-			(539,444	)		-			(539,444	)
Extinguishment of preferred stock C from mezzanine to equity due to change in terms		-		-		(337,694	)		(32,306,900	)		-		-		337,694		32,306,900			-		-		-			-			-		-		-			-			-			-			-			32,306,900
Deemed dividends		-		-		-			-			-		-		-		(26,931,904	)		-		-		-			-			-		-		-			-			-			26,931,904			-			-
Settlement of royalty payables - related party		-		-		-			-			-		-		-		-			260,214		6,505,350		(260,214	)		(6,505,350	)		-		-		-			-			-			-			-			-
Conversion of notes payable and accrued interest to shareholder to common shares		-		-		-			-			-		-		-		-			-		-		-			-			520,000		52		-			-			-			334,040			-			334,092
Conversion of preferred stock C to common stock		-		-		(7,400	)		(740,000	)		-		-		-		-			-		-		-			-			740,000		74		-			-			-			1,368,926			-			1,369,000
Conversion of accounts payable to common stock		-		-		-			-			-		-		-		-			-		-		-			-			100,000		10		-			-			-			398,990			-			399,000
Dividends - amendment to forgivess dividends		-		-		-			-			-		-		-		-			-		-		-			-			-		-		-			-			-			539,444			-			539,444
Settlement of royalty payables - related party		-		-		-			-			-		-		-		-			-		-		-			-			-		-		-			-			-			260,602			-			260,602
Common stock issuable on settlement of accrued salaries		-		-		-			-			-		-		-		-			-		-		-			-			-		-		1,046,836			105			-			2,302,934			-			2,303,039
Net loss		-		-		-			-			-		-		-		-			-		-		-			-			-		-		-			-			-			-			(42,290,005	)		(42,290,005	)
Balance at September 30, 2025		1,062,712	$	1,742,953		-		$	-			500,000	$	50		337,694	$	5,374,996			405,214	$	10,130,350		-		$	-			16,900,256	$	1,690		1,091,284		$	20,175		$	-		$	60,873,785		$	(81,130,934	)	$	(4,729,888	)
Balance at June 30, 2025		1,062,712	$	1,742,953		345,094		$	33,046,900			500,000	$	50		-	$	-			145,000	$	3,625,000		260,214		$	6,505,350			15,540,256	$	1,554		44,448		$	20,070		$	-		$	29,071,834		$	(78,063,867	)	$	(38,840,009	)
Extinguishment of preferred stock C from mezzanine to equity due to change in terms		-		-		(337,694	)		(32,306,900	)		-		-		337,694		32,306,900			-		-		-			-			-		-		-			-			-			-			-			32,306,900
Deemed dividends		-		-		-			-			-		-		-		(26,931,904	)		-		-		-			-			-		-		-			-			-			26,931,904			-			-
Common shares issued from notes payable to shareholder		-		-		-			-			-		-		-		-			-		-		-			-			520,000		52		-			-			-			334,040			-			334,092
Conversion of preferred stock C to common stock		-		-		(7,400	)		(740,000	)		-		-		-		-			-		-		-			-			740,000		74		-			-			-			1,368,926			-			1,369,000
Conversion of accounts payable to common stock		-		-		-			-			-		-		-		-			-		-		-			-			100,000		10		-			-			-			398,990			-			399,000
Issuances of preferred stock D from preferred stock D issuable		-		-		-			-			-		-		-		-			260,214		6,505,350		(260,214	)		(6,505,350	)		-		-		-			-			-			-			-			-
Dividends		-		-		-			-			-		-		-		-			-		-		-			-			-		-		-			-			-			(334,889	)		-			(334,889	)
Dividends - amendment to forgivess dividends		-		-		-			-			-		-		-		-			-		-		-			-			-		-		-			-			-			539,444			-			539,444
Settlement of royalty payables - related party		-		-		-			-			-		-		-		-			-		-		-			-			-		-		-			-			-			260,602						260,602
Common stock issuable on settlement of accrued salaries		-		-		-			-			-		-		-		-			-		-		-			-			-		-		1,046,836			105			-			2,302,934			-			2,303,039
Net loss		-		-		-			-			-		-		-		-			-		-		-			-			-		-		-			-			-			-			(3,067,067	)		(3,067,067	)
Balance at September 30, 2025		1,062,712	$	1,742,953		-		$	-			500,000	$	50		337,694	$	5,374,996			405,214	$	10,130,350		-		$	-			16,900,256	$	1,690		1,091,284		$	20,175		$	-		$	60,873,785		$	(81,130,934	)	$	(4,729,888	)

	Shares			Amount			Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			~~Capital~~Shares			~~deficit~~Amount			~~Equity~~Interest			Capital		deficit			Equity
	Preferred Stock B						Preferred Stock C				Preferred Stock A				Preferred Stock DC				Preferred Stock D ~~Issuable~~				~~Common~~Preferred Stock D Issuable				Common Stock ~~Issuable~~						~~Additional~~Common ~~Paid-In~~Stock Issuable			~~Accumulated~~			~~Total~~Non- ~~Stockholder’s~~controlling			Additional Paid-In		Accumulated			Total Stockholder’s
	Shares			Amount			Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			~~Capital~~Shares			~~deficit~~Amount			~~Equity~~Interest			Capital		deficit			Equity
Balance at December 31, 2024		1,062,712		$	1,742,953			-	$	-		500,000	$	50		-	$	-		-	$	-		8,594,681	$	859		133,332		$	83,555		$	23,941,779		$	(38,840,929	)	$	(14,814,686	)
Balance at December 31, 2023 (as restated)		10,349,097		$	16,973,554			-	$	-		500,000	$	50		-	$	-		-	$	-		-	$	-		3,977,497		$	399			-		$	-		$	-		$	4,793,068	$	(34,638,001	)	$	(29,844,484	)
Salaries conversion to common stock		-			-			-		-		-		-		-		-		-		-		1,340,598		134		-			-			536,117			-			536,251
Conversion of Preferred Stock B to common stock		(9,817,741	)		(15,230,601	)		-		-		-		-		-		-		-		-		-		-		-			-			311,100			15,230,601			-			-		-			15,230,601
Issuances of common stock to board of directors for services - conversion from accrued compensation		-			-			-		-		-		-		-		-		-		-		1,945,000		195		-			-			972,305			-			972,500
Conversion of accrued wages to common stock		-			-			-		-		-		-		-		-		-		-		-		-		3,202,464			320			-			-			-			3,202,144		-			3,202,464
Issuances of common stock to board of directors for services		-			-			-		-		-		-		-		-		-		-		220,000		22		-			-			219,978			-			220,000
Net loss		-			-			-		-		-		-		-		-		-		-		-		-		-			-			-			-			-			-		(2,451,987	)		(2,451,987	)
Consulting services - issuance of common stock		-			-			-		-		-		-		-		-		-		-		578,757		58		-			-			403,460			-			403,518
Balance at September 30, 2024		531,356		$	1,742,953			-	$	-		500,000	$	50		-	$	-		-	$	-		-	$	-		7,179,961		$	719			311,100		$	15,230,601		$	-		$	7,995,212	$	(37,089,988	)	$	(13,863,406	)
Restricted stock grants		-			-			-		-		-		-		-		-		-		-		833,333		83		-			-			430,083			-			430,166
Balance at June 30, 2024 (restated)		10,349,097		$	16,973,554			-	$	-		500,000	$	50		-	$	-		-	$	-		-	$	-		3,977,497		$	399			-		$	-		$	-		$	4,793,068	$	(36,363,403	)	$	(31,569,886	)
Issuances of stock options		-			-			-		-		-		-		-		-		-		-		708,333		71		-			-			365,570			-			365,641
Balance		10,349,097		$	16,973,554			-	$	-		500,000	$	50		-	$	-		-	$	-		-	$	-		3,977,497		$	399			-		$	-		$	-		$	4,793,068	$	(36,363,403	)	$	(31,569,886	)
Conversion of notes payable and accrued interest to shareholder to preferred stock C		-			-			193,680		19,368,000		-		-		-		-		-		-		-		-		-			-			2,736,361			-			2,736,361
Conversion of Preferred Stock B to common stock		(9,817,741	)		(15,230,601	)		-		-		-		-		-		-		-		-		-		-		-			-			311,100			15,230,601			-			-		-			15,230,601
Conversion of notes payable and accrued interest to shareholder to preferred stock C		-			-			7,892		789,200		-		-		-		-		-		-		-		-		-			-			87,892			-			87,892
Conversion of accrued wages to common stock		-			-			-		-		-		-		-		-		-		-		-		-		3,202,464			320			-			-			-			3,202,144		-			3,202,464
Conversion of notes payable and accrued interest to related parties to preferred stock C		-			-			97,692		9,769,200		-		-		-		-		-		-		-		-		-			-			1,085,468			-			1,085,468
Net loss		-			-			-		-		-		-		-		-		-		-		-		-		-			-			-			-			-			-		(726,585	)		(726,585	)
Issuance of preferred stock C for services		-			-			25,000		1,037,500		-		-		-		-		-		-		-		-		-			-			-			-			-
Balance at September 30, 2024		531,356		$	1,742,953			-	$	-		500,000	$	50		-	$	-		-	$	-		-	$	-		7,179,961		$	719			311,100		$	15,230,601		$	-		$	7,995,212	$	(37,089,988	)	$	(13,863,406	)
Conversion of vendor accounts payable to preferred stock C		-			-			15,830		1,583,000		-		-		-		-		-		-		-		-		-			-			-			-			-
Balance		531,356		$	1,742,953			-	$	-		500,000	$	50		-	$	-		-	$	-		-	$	-		7,179,961		$	719			311,100		$	15,230,601		$	-		$	7,995,212	$	(37,089,988	)	$	(13,863,406	)
Issuances of preferred stock C for compensation		-			-			5,000		500,000		-		-		-		-		-		-		-		-		-			-			-			-			-
Conversion of notes payable accrued interest to shareholder to preferred stock D		-			-			-		-		-		-		135,000		3,375,000		-		-		-		-		-			-			-			-			3,375,000
Conversion of notes payable and accrued interest to shareholder to preferred stock D		-			-			-		-		-		-		10,000		250,000		-		-		-		-		-			-			-			-			250,000
Common stock issuable for borrowings from shareholder		-			-			-		-		-		-		-		-		-		-		-		-		225,000			177,750			-			-			177,750
Net loss		-			-			-		-		-		-		-		-		-		-		-		-		-			-			-			(34,619,413	)		(34,619,413	)
Balance at March 31, 2025		1,062,712		$	1,742,953			345,094	$	33,046,900		500,000	$	50		145,000	$	3,625,000		-	$	-		14,220,702	$	1,422		358,332		$	261,305		$	30,779,013		$	(73,460,342	)	$	(38,793,552	)
Balance		1,062,712		$	1,742,953			345,094	$	33,046,900		500,000	$	50		145,000	$	3,625,000		-	$	-		14,220,702	$	1,422		358,332		$	261,305		$	30,779,013		$	(73,460,342	)	$	(38,793,552	)
Issuances of common stock for conversion of vendor debt		-			-			-		-		-		-		-		-		-		-		739,002		74		-			-			738,928			-			739,002
Loss on the settlement of accrued compensation		-			-			-		-		-		-		-		-		-		-		-		-		-			-			589,989			-			589,989
Loss on settlement of directors compensation		-			-			-		-		-		-		-		-		-		-		-		-		-			-			680,750			-			680,750
Consulting services - issuance of common stock from issuable		-			-			-		-		-		-		-		-		-		-		133,332		13		(133,332	)		(83,555	)		83,542			-			-
Consulting services - issuance of common stock		-			-			-		-		-		-		-		-		-		-		222,220		22		-			-			136,161			-			136,183
Shares issuable for consulting services		-			-			-		-		-		-		-		-		-		-		-		-		44,448			20,070			-			-			20,070
Common stock issued from issuable		-			-			-		-		-		-		-		-		-		-		225,000		23		(225,000	)		(177,750	)		177,727			-			-
Preferred Stock D Issuable		-			-			-		-		-		-		-		-		260,214		6,505,350		-		-		-			-			(3,909,721	)		-			2,595,629
Dividends		-			-			-		-		-		-		-		-		-		-		-		-		-			-			(204,555	)		-			(204,555	)
Net loss		-			-			-		-		-		-		-		-		-		-		-		-		-			-			-			(4,603,525	)		(4,603,525	)
Balance at June 30, 2025		1,062,712		$	1,742,953			345,094	$	33,046,900		500,000	$	50		145,000	$	3,625,000		260,214	$	6,505,350		15,540,256	$	1,554		44,448		$	20,070		$	29,071,834		$	(78,063,867	)	$	(38,840,009	)
Balance		1,062,712		$	1,742,953			345,094	$	33,046,900		500,000	$	50		145,000	$	3,625,000		260,214	$	6,505,350		15,540,256	$	1,554		44,448		$	20,070		$	29,071,834		$	(78,063,867	)	$	(38,840,009	)

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

LIMITLESS X HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	2025			2024
	(Unaudited)
	Six Months Ended June 30,
	Nine Months Ended September 30,
	2025			2024
Cash flows from operating activities:
Net loss	$	(3942,~~222~~290,~~938~~005	)	$	(12,~~731~~451,~~938~~987	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		~~160~~240			2,~~234~~314
Gain (Loss) on debt settlement		3335,~~792~~458,~~768~~137			-
Stock compensation expense by issuance of Preferred C		1,537,500			-
Stock compensation expense - Issuances of common stock to board of directors for services		220,000			-
Stock compensation expense - issuance of common stock for consulting services		~~539~~938,701			-
Stock compensation – consulting services – common stock issuable		20,070			-
Stock compensation - restricted stock grants		430,166			-
Stock compensation - stock option expense		365,641			-
Stock compensation - shares issuable for consulting services		20,070			-
Amortization of debt discount		543,776			-
Amortization of debt discount		427,750			427,750
Changes in assets and liabilities:
Accounts receivables, net		24,~~878~~984			~~(172~~91,~~880~~904	)
Inventories		(7569,~~556~~624	)		(116,~~033~~577	)
Prepaid expenses		(5120,~~618~~833	)		712,500
Other assets		223			-
Accounts payable and accrued expenses		1,~~078~~699,~~268~~795			1,~~158~~421,~~436~~308
Royalty payable		2840,~~501~~067			~~84,537~~-
Refunds and chargeback payable		(3947,~~988~~372	)		~~(30~~121,~~871~~236	)
Net cash used in operating activities		(~~924~~1,~~474~~148,534	)		(~~694~~809,~~015~~302	)
		-
Cash flows from financing activities:
Loan provided under loan receivable		~~(1,000,000~~-	)		-
Net cash provided by financing activities		~~(1,000,000~~-	)		-
Cash flows from financing activities:
Proceeds from borrowings from related parties		1613,~~379,000~~092			-353,544
Proceeds from borrowings from stockholder		500,000			~~583~~20,~~596~~025
Net borrowings from loans payable		7733,~~100~~545			-343,934
Net cash provided by financing activities		1,~~956~~146,~~100~~637			~~583~~717,~~596~~503
Net increase(decrease) in cash		31(1,~~626~~897	)		(~~110~~91,~~419~~799	)
Cash – beginning of period		53,549			116,100
Cash – end of period	$	8551,~~175~~652		$	524,~~681~~301
Supplemental disclosures of cash flow information
Cash paid during the periods for:
Interest	$	-		$	-
Income taxes	$	-		$	-
Non-cash investing and financing activities:
Salaries conversion to common stock	$	536,251		$	-
Conversion of related party debt to preferred stock C – related party	$	3,909,721		$	-
Conversion of board of directors accrued compensation to common stock	$	972,500		$	-
Conversion of notes payable and accrued interest to shareholder and related parties to preferred stock C and D	$	7,284,721		$	-
Conversion of vendor accounts payable to common shares				$	739,002
Conversion of vendor accounts payable to preferred stock C	$	1,583,000		$	-
Shares issued from stock payable	$	83,555		$	-
Common Shares issued for debt inducement	$	177,750		$	-
Conversion of related party debt to preferred stock D – related party	$	3,375,000		$	-
Series D Preferred Shares issued for debt inducement	$	250,000		$	-
Series C preferred stock issued for settlement of vendor payable	$	1,583,000		$	-
Dividends payable	$	204,555		$	-
Deemed dividend on preferred stock C – related party	$	26,931,904
Conversion of preferred stock C to common stock	$	740,000
Common shares issued for settlement of vendor payable	$	739,002		$	-
Conversion of accrued wages to common stock	$	536,251
Conversion of board compensation to common stock	$	972,500		$	-
Series D Preferred Shares issued for debt inducement – related party	$	250,000		$	-
Common Shares issued for debt inducement – related party	$	511,842
Common shares issuable for conversion of accrued salaries	$	1,266,670		$	-
Gain on forgiveness of royalty payable-related party	$	260,602		$	-
Gain on forgiveness of dividends payable-related party	$	539,444		$	-
Dividends payable - related party	$	(539,444	)	$	-

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

LIMITLESS X HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND HISTORY

On May 11, 2022, Bio Lab Naturals, Inc., a Delaware corporation (“Bio Lab”), entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Limitless X, Inc., a Nevada corporation (“LimitlessX”), and its 11 shareholders (the “LimitlessX Acquisition”). The parties completed and closed the LimitlessX Acquisition on May 20, 2022 by issuing an aggregate of 3,233,334 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 nine months from the Acquisition Closing as part of the LimitlessX Acquisition. Concurrently with the LimitlessX Acquisition, Jaspreet Mathur, the founder and principal shareholder of LimitlessX, also purchased from Helion Holdings LLC, 500,000 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 and ~~six~~nine months ended ~~June~~September 30, 2025 and ~~2024~~ 2024 have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q. Accordingly, they do not include all of the information and notes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. All intercompany balances and transactions have been eliminated in consolidation. Operating results for the three and ~~six~~nine months ended ~~June~~September 30, 2025 are not necessarily indicative of of the results that may be expected for any future periods or the year ending December 31, 2025. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s 2024 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on May 9, 2025.

Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of approximately $7881.1 million at ~~June~~September 30, 2025, and had a net loss of $3942.23 million for the ~~six~~nine months ended ~~June~~ September 30, 2025. These matters raise substantial doubt about the Company’s ability to continue as a going concern.

To support our existing and planned business model, the Company needs to raise additional capital to fund our future operations. The Company has not experienced any difficulty in raising funds through loans and has not experienced any liquidity problems in settling payables in the normal course of business and repaying loans when they fall due. Successful renewal of our loans, however, is subject to numerous risks and uncertainties. In addition, the increasingly competitive industry conditions under which we operate may negatively impacted our results of operations and cash flows. Additional debt financing is anticipated to fund the Company’s operations in near future. However, there are no current agreements or understandings with regard to the form, time or amount of such financing and there is no assurance that any of this financing can be obtained or that the Company can continue as a going concern.

Principles of Consolidation and Reporting

The accompanying consolidated financial statements include the accounts of Limitless X Holdings Inc. (a holding company) and its wholly owned operating subsidiaries: Limitless X, Inc. ~~Limitless X Films~~, ~~Inc.,~~ and Prime Time Live, Inc. (collectively, the “Company”). All intercompany balances have been eliminated during consolidation.

Use of Estimates in the Preparation of Consolidated Financial Statements

The preparation of consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Segment Reporting

Operating segments comprised of the components of an entity in which separate information is available for evaluation by the Company’s chief operating decision maker, or group of decision makers, in determining how to allocate resources in evaluating performance. The Company consists of a single reporting segment providing direct to consumer e-commerce services for the Company’s health and wellness products, with a primary emphasis on dietary supplements. The Company’s current lead products are NZT-48, NZT-48 Lions mane, NZT-48 For Her and Oneshot Nootropic Pre-Workout.

The Company’s other businesses ~~Limitless Films, Inc. (formed December 2024),~~ XocelForte Therapeutics Inc. (formed in Augusts 2024), Limitless Entertainment, Inc. (December 2024), Limitless Digital Assets, Inc. (formed in December 2024) and Limitless Living Inc. (formed in December 2024) did not have any transactions during 2024 and limited transactions during the ~~six~~nine months ended ~~June~~September 30, 2025.

The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The accounting policies of the direct-to-consumer ecommerce services segment are as described in the summary of significant accounting policies. The CODM evaluates the performance of the direct-to-consumer ecommerce services segment based on the Company’s net income (loss) as reported in the Statements of Operations. The Company’s segment assets are reported on the Balance Sheets.

The CODM reviews performance based on gross profit, operating profit, net earnings and net earnings. Operating profit is reviewed to monitor the operating and administrative expenses of the Company. Profitability is important to the Company’s ability to grow and expand operations and strategic initiatives. The Company does not have any operations or sources of revenue outside of the United States. The Company does not have any customer representing more than 10% of total revenues for any period presented. Accordingly, the CODM considers the revenue, operating expenses, and other income (expenses) of our single operating segment as reported on the statement of operations and considers our current and total assets as recorded on the balance sheet. There are no additional expense or asset information that are supplemental to those disclosed in these consolidated financial statements that are regularly provided to the CODM.

Cash and Cash Equivalents

The Company considers all liquid investments purchased with an initial maturity of three months or less to be cash equivalents. Cash and cash equivalents include demand deposits carried at cost which approximates fair value. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”).

Concentration of Credit Risk

The Company offers its products and services to a large number of customers. The risk of non-payment by these customers is considered minimal and the Company does not generally obtain collateral for sales. The Company continually monitors the credit standing of its customers.

Accounts Receivable, net

Accounts receivable, net consists primarily of trade receivables, net of allowances for doubtful accounts. The Company sells its products for cash or on credit terms, which are established in accordance with local and industry practices and typically require payment within 30 days of delivery. The Company estimates its allowance for doubtful accounts and the related expected credit loss based upon the Company’s historical credit loss experience, adjusted for asset-specific risk characteristics, current economic conditions, and reasonable forecasts. Accounts receivables are written off when determined to be uncollectible.

Holdback Receivables

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

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

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

Inventories

Inventories are valued at the lower-of cost or net realizable value on a first-in, first-out basis, adjusted for the value of inventory that is determined to be excess, obsolete, expired, or unsaleable. Inventories primarily consisted of finished goods.

Advertising and Marketing

Advertising and marketing costs are charged to expense as incurred. Advertising and marketing costs were $76208,~~287~~557 and $~~675~~542,~~632~~081 for the three months ended ~~June~~September 30, 2025 and 2024, respectively, and $~~267~~475,~~421~~978 and $1,~~397~~939,~~310~~391 for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively, are included in operating expenses in the accompanying statements of operations.

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 June 30, 2025 and December 31, 2024.
		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 September 30, 2025 and December 31, 2024.

Cost of Sales

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

Refunds Payable

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

Chargebacks Payable

Once customers successfully dispute chargebacks with the payment processor, the Company returns such funds to the payment processor to return to the customer.

Income Taxes

The accounting standard on accounting for uncertainty in income taxes addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under that guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

Earnings (Loss) per Share

The Company calculates earnings per share in accordance with Financial Accounting Standards Board (“FASB”) ASC 260, Earnings Per Share, which requires a dual presentation of basic and diluted earnings per share. Basic earnings per share (“EPS”) is computed by dividing earnings (losses) attributable to common shareholders by the weighted average number of common shares outstanding for the periods. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The Company had a loss for the three and six months ended June 30, 2025 and 2024.

Equity Based Payments

The Company accounts for equity-based payment accruals under authoritative guidance as set forth in the Topics of the ASC. The guidance ~~requires~~ 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~~nine ~~and six~~ months ended September ~~June~~ 30, 2025 ~~and 2024~~, the Company granted no ~~securities~~708,333 ~~under~~and 833,333 shares of its ~~2020~~common ~~Stock~~stock ~~Incentive~~to ~~Plan,~~its ~~2022~~employes ~~Restricted~~under the 2020 Stock ~~Plan~~Option, and 2022 Restricted 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 99% of total purchases for the three months ended ~~June~~September 30, 2025 and 2024, respectively.

The Company purchases inventories from a few suppliers, and the Company’s one largest supplier accounted for 99% of total purchases for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively.

Operating Lease

In accordance with ASC 842, Leases, the Company determines whether an arrangement contains a lease at inception. A lease is a contract that provides the right to control an identified asset for a period of time in exchange for consideration. For identified leases, the Company determines whether it should be classified as an operating or finance lease. Operating leases are recorded in the balance sheet as: right-of-use asset (“ROU asset”) and operating lease liability. ROU asset represents the Company’s right to use an underlying asset for the lease term and lease liability represents the Company’s obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at the commencement date of the lease and measured based on the present value of lease payments over the lease term. The ROU asset also includes deferred rent liabilities. The Company’s lease arrangements generally do not provide an implicit interest rate. As a result, in such situations the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option in the measurement of its ROU asset and liability. Lease expense for the operating lease is recognized on a straight-line basis over the lease term. The Company has month-to-month lease as of ~~June~~September 30, 2025.

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.

Earnings Per Common Share

Basic net earnings per share of common stock are computed by dividing net earnings available to common shareholders by the weighted-average number of common stock shares (Common Shares) outstanding during the period. Diluted net earnings per Common Share are determined using the weighted-average number of Common Shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

The dilutive effect of outstanding stock options and warrants is reflected in diluted earnings per share by application of the treasury stock method. The dilutive effect of outstanding convertible securities is reflected in diluted earnings per share by application of the if-converted method.

The following is a reconciliation of basic and diluted earnings per common share for the three months and nine months ended September 30, 2025 and 2024:

	2025		2024			2025			2024
	For the three months ended					For the nine months ended
	September 30,					September 30,
	2025		2024			2025			2024

Basic earnings (loss) per common share
Numerator:
Net income (loss) available to common shareholders	$	24,069,392	$	(726,585	)	$	(15,358,101	)	$	(2,451,987	)

Denominator:
Weighted average common shares outstanding		16,652,564		4,187,747			14,904,053			4,048,092

Basic earnings (loss) per common share	$	1.45	$	(0.17	)	$	(1.03	)	$	(0.61	)

Diluted earnings (loss) per common share
Numerator:
Net income (loss) available to common shareholders	$	24,069,392	$	(726,585	)	$	(15,358,101	)	$	(2,451,987	)

Denominator:
Weighted average common shares outstanding		16,652,564		4,187,747			14,904,053			4,048,092
Preferred B shares		71,202		-			-			-
Preferred C shares		34,403,686		-			-			-
Adjusted weighted average common shares outstanding		51,127,452		4,187,747			14,904,053			4,048,092

Diluted earnings (loss) per common share	$	0.47	$	(0.17	)	$	(1.03	)	$	(0.61	)

Recent Accounting Pronouncements

Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures-In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (“CODM”). The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company adopted the ASU beginning with its Form 10-K for the year ended December 31, 2024. However, the adoption of the new standard did not have a material impact on the requisite disclosure in its financial statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which is intended to improve disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. Such information should allow investors to better understand an entity’s performance, assess future cash flows, and compare performance over time and with other entities. The amendments will require public business entities to disclose in the notes to the financial statements, at each interim and annual reporting period, specific information about certain costs and expenses, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each expense caption presented on the face of the income statement, and the total amount of an entity’s selling expenses. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and may be applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

NOTE 3 – ~~LOAN~~ROYALTY ~~RECEIVABLE~~PAYABLES

On January 24, 2025, the Company entered into a loan agreement whereby the Company provided a loan of $1,000,000 to a third-party with interest at 12.5% per annum due within 90 days from the date of the agreement with unpaid accrued interest. On June 30, 2025, the Company entered into an addendum whereby the Company provided an extension extending the loan maturity date to September 15, 2025. As a result of this extension, the borrower provided $25,000 on June 30, 2025 which was recorded as interest income for the six months ended June 30, 2025.

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, which was subsequently amended (the “LPI License Agreement”).

The Company was required to start paying all earned royalties tounder ~~each of~~ the ~~Licensors~~License Agreements 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.

AsIn September 2025, the Company entered into an amendment, to the LPI License Agreement under which it waived payment of ~~June~~all royalties due under the License Agreement through September 30, 2025, ~~and~~totaling $260,602 which were forgiven. In addition, the Company waived the payment of all royalties under the LPI License Agreement for the subsequent three-year period ending December 31, ~~2024,~~2027. ~~royalty~~This ~~payables~~resulted ~~were~~in ~~$249,036~~gain from forgiveness of royalty payable and ~~$220,535,~~was ~~respectively~~recorded as additional paid-in capital as this was a related party transaction.

~~NOTE~~As 5of –September ~~NOTE~~30, ~~PAYABLE~~2025 and December 31, 2024, royalty payables were $0 and $220,535, respectively.

OnNOTE ~~March~~4 1,– ~~2021,~~NOTE 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 June 30, 2025 and December 31, 2024, the balance was $35,000.PAYABLE

~~NOTE~~On 6March –1, ~~NOTES~~2021, ~~PAYABLE~~an TOindividual ~~SHAREHOLDER~~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 September 30, 2025 and December 31, 2024, the balance was $35,000.

NOTE 5 – NOTES PAYABLE TO SHAREHOLDER

Notes payable to shareholders consisted of the following:

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

December 6, 2021 – $50,000

On December 6, 2021, the Company entered into a Loan Authorization and Agreement for a loan of $50,000 from a shareholder, the proceeds of which were used to be used for working capital purposes. Beginning on June 1, 2022, the loan required a payment of $4,303 per month, which included principal and interest with an interest rate of 6 % per annum. The total balance of principal and interest of $5157,~~640~~427 was converted to preferred C shares during the three months ended March 31, 2025.

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. 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~~172,~~920~~280 was converted to preferred C shares during the ~~six~~nine months ended ~~June~~September 30, 2025.

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. 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~~631,~~038~~695 was converted to preferred C shares during the ~~six~~nine months ended ~~June~~September 30, 2025.

May 16, 2022 – $1,100,000

On May 16, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $1,100,000 from a shareholder, the proceeds of which were to be used for working capital purposes. Interest began accruing at the rate of 8.5% per annum on June 17, 2022 and total amount of $1,268,116 which included principal and interest was converted to preferred C shares during the ~~six~~nine months ended ~~June~~September 30, 2025.

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. Interest began accruing at the rate of 8.5% per annum on June 19, 2022 and was due on May 18, 2023. During the ~~six~~nine months ended ~~June~~September 30, 2025, approximately $~~300~~547,~~000~~333 of this amount including accrued interest was ~~converted~~ converted to preferred C shares and $150,000 including accrued interest was converted to preferred D shares.

June 1, 2022 – $500,000

On June 1, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $500,000 from a shareholder, the proceeds of which were to be used for working capital purposes. Beginning on August 1, 2022, the loan required a payment of $43,494 per month, which included principal and interest with an interest rate of 8% per annum. The total balance of principal and interest of $~~521~~604,~~931~~490 was due on July 1, 2023. During the ~~six~~nine months ended ~~June~~September 30, 2025, this amount including accrued interest was converted to preferred D shares.

June 30, 2022 – $922,028

On September 30, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $922,028 from a shareholder, the proceeds of which were to be used for working capital purposes. Beginning on August 1, 2022, the loan required a payment of $80,206 per month, which included principal and interest with an interest rate of 8% per annum. The total balance of principal and interest of $~~962~~1,~~469~~101,463 was due on August 1, 2023. During the ~~six~~nine months ended ~~June~~September 30, 2025, this amount including accrued interest was converted to preferred D shares.

August 25, 2022 – $290,000

On August 25, 2022, the Company entered into a Loan Authorization Agreement for a loan of $290,000 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. During the ~~six~~nine months ended ~~June~~September 30, 2025, ~~this~~total amount of $357,667 including accrued interest was converted to preferred D shares.

November 15, 2022 – $450,000

On November 15, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $450,000 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. During the ~~six~~nine months ended ~~June~~September 30, 2025, ~~this~~total amount of $549,375 including accrued interest was converted to preferred D shares.

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. During the ~~six~~nine months ended ~~June~~September 30, 2025, ~~this~~total amount of $175,661 including accrued interest was converted to preferred D shares.

May 18, 2023 – $50,000

On May 18, 2023, the Company entered into a Loan Authorization and Agreement for a loan of $50,000 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. During the ~~six~~nine months ended ~~June~~September 30, 2025, ~~this~~total amount $58,527 including accrued interest was converted to preferred D shares.

June 5, 2023 – $150,000

On June 5, 2023, the Company entered into a Loan Authorization and Agreement for a loan of $150,000 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. During the ~~six~~nine months ended ~~June~~September 30, 2025, ~~this~~total amount of $174,839 including accrued interest was converted to preferred D shares.

Funding Commitment Agreement

On June 3, 2023, the Company entered into a Funding Commitment Agreement (the “Funding Commitment”) with its Chief Executive Officer and Chairman of the Board of Directors, Jaspreet Mathur, wherein Mr. Mathur committed to provide up to $1,000,000 of working capital to the Company over the next three months. Mr. Mathur agreed to the Funding Commitment in exchange for a one year convertible promissory note for each drawdown amount advanced to the Company with an annual interest rate of 10% and a balloon payment of principal and interest due at maturity, unless Mr. Mathur elects to convert the outstanding principal and interest into Class B Preferred Stock of the Company at the conversion price of $1.50 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:

SCHEDULE OF FUNDING COMMITMENT

	June 30,		December 31,
	September 30,		December 31,
	2025		2024
June 20, 2023 ($50,000)	$	-	$	50,000
July 13, 2023 ($50,000)		-		50,000
August 1, 2023 ($190,000)		-		190,000
August 7, 2023 ($50,000 original)		-		42,432
Total notes payable to related parties (current)	$	-	$	332,432

During the ~~six~~nine months ended ~~June~~September 30, 2025, this amount including accrued interest was converted to preferred D shares. The total debt converted was $384,229.

March 21, 2025 – $500,000

On March 21, 2025, the Company entered into a Loan Authorization and Agreement for a loan of $500,000 from a shareholder, the proceeds of which were to be used for working capital purposes. The loan has an interest rate of 12.5% per annum and is due within 6 months from the date of the agreement. Furthermore, the Company is required to issue 10,000 preferred C shares (issued on April 10, 2025) and 225,000 common stock shares (issued on April 10, 2025) under the agreement. These shares were calculated at fair value at the date of ~~issuance~~ issuance and the Company recorded interest expense of $427,750. This loan balance of $500,000 was converted to preferred stock C during the ~~six~~nine months ended ~~June~~ September 30, 2025.

NOTE 76 – NOTES PAYABLE TO RELATED PARTIES

Notes payable to related parties consisted of the following:

	June 30,		December 31,
	September 30,		December 31,
	2025		2024
May 10, 2022 ($12,500)	$	12,500	$	12,500
May 10, 2022 ($12,500)		12,500		12,500
May 10, 2022 ($20,000)		20,000		20,000
May 31, 2022 ($5,000)		5,000		5,000
May 31, 2022 ($15,000)		15,000		15,000
June 9, 2022 ($15,000)		15,000		15,000
March 27, 2024 ($100,000)		-		100,000
April 22, 2024 ($49,139)		-		45,763
April 26, 2024 ($45,000)		-		45,000
June 25, 2024 ($32,000)		-		32,000
June 28, 2024, 2024 ($25,000)		-		15,000
March 15, 2024 ($419,428)		-		118,984
June 9, 2025 and June 11, 2025 ($100,000)		~~100~~25,~~000~~371		-
January 24, 2025 ($1,000,000)		1,000,000		-
July 2025 (others)		83,152		-
Total notes payable to related parties (current)	$	1,180,000	$	436,747
Total notes payable to related parties (current), net of debt discount.	$	188,523	$	436,747

●

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 ~~June~~September 30, 2025 and December 31, 2024, the loan is due upon demand.

●

May 10, 2022 - $12,500

On May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $12,500 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 ~~June~~September 30, 2025 and December 31, 2024, the loan is due upon demand.

●

May 10, 2022 - $20,000

On May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $20,000 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 ~~June~~September 30, 2025 and December 31, 2024, the loan is due upon demand.

●

May 31, 2022 - $5,000

On May 31, 2022, a related party of the Company loaned Prime Time Live, Inc. $5,000 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 ~~June~~September 30, 2025 and December 31, 2024, the loan is due upon demand.

●

May 31, 2022 - $15,000

On May 31, 2022, a related party of the Company loaned Prime Time Live, Inc. $15,000 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 ~~June~~September 30, 2025 and December 31, 2024, the loan is due upon demand.

●

June 9, 2022 - $15,000

On June 9, 2022, the Company loaned share holder of the company $15,000 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 ~~June~~September 30, 2025 and December 31, 2024, the loan is due upon 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. The balance was $118,984 as of December 31, 2024. ~~The~~Total amount of $153,179 including interest was converted to preferred stock C during the ~~six~~nine months ended ~~June~~ September 30, 2025.

●

March 27, 2024 - $100,000

On March 12, 2024, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $100,000 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. ~~The~~Total amount of $101,500 including interest was converted to preferred stock C during the ~~six~~nine months ended ~~June~~September 30, 2025.

●

April 22, 2024 - $49,139

On April 22, 2024, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $49,139 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. ~~The~~Total amount of $46,745 including interest was converted to preferred stock C during the ~~six~~nine months ended ~~June~~September 30, 2025.

●

April 26, 2024 - $45,000

On April 26, 2024, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $45,000 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. ~~The~~Total amount of $45,900 including interest was converted to preferred stock C during the ~~six~~nine months ended ~~June~~September 30, 2025.

●

June 25, 2024 - $32,000

On June 25, 2024, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $32,000 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. ~~The~~Total amount of $32,480 including interest was converted to preferred stock C during the ~~six~~nine months ended ~~June~~September 30, 2025.

●

June 28, 2024 - $25,000

On June 28, 2024, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $25,000 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. ~~The~~Total amount of $15,375 including interest was converted to preferred stock C during the ~~six~~nine months ended ~~June~~September 30, 2025.

●

March 24, 2025 - $163,515

On March 24, 2025, Emblaze One, a company owned by the shareholder of the company, a related party, provided $~~163~~219,~~515~~001 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. ~~The~~Total amount of $219,001 including interest was converted to preferred stock C during the ~~six~~nine months ended ~~June~~September 30, 2025.

●

June 9, 2025 - $100,000

On June 9, 2025, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $25,000 as a loan that includes interest at the rate of 15% per annum on the unpaid principal balance, with all unpaid principal and interest due on December 9, 2025.

On June 11, 2025, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $75,000 as a loan that includes interest at the rate of 15% per annum on the unpaid principal balance, with all unpaid principal and interest due on December 11, 2025.

● January 24, 2025 - $1,000,000

On March 24, 2025, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $1,000,000 as a loan that includes interest at the rate of 12.5% per annum on the unpaid principal balance, with all unpaid principal and interest due within 90 days. In July 2025, the loan was extended until September 2025.

NOTE 87 – LOANS PAYABLE

The Company entered into a loan payable agreement in July 2024 in the amount of $360,000 with a lender. The loan has interest rate of 15.51% per annum. The loan is an fully amortizable loan with maturity of 18 months. The loan is secured by the Company’s merchant account receivables. Loan payable amount was $~~238~~206,~~483~~592 and $240,133 as of ~~June~~September 30, 2025 and December 31, 2024, respectively.

The Company entered into a loan payable agreement in May 2025 inand ~~the~~amended ~~amount~~in ofJuly ~~$105,000~~2025 with a lender. The loan is payable $57,~~475~~300 weekly ~~with~~ 28 with payments which totals $~~153~~204,~~300~~400 maturing on ~~November~~December 1129, 2025. The loan is secured by the Company’s merchant account receivables. Loan payable amount was net $7867,~~750~~086 after net unamortized debt discount of $3444,~~500~~756 as of ~~June~~September 30, 2025.

NOTE 98 – STOCKHOLDERS’ DEFICIT

Common Stock

As of ~~June~~September 30, 2025 and December 31, 2024, the Company has 300,000,000 authorized shares of common stock par value $0.0001 per share.

Preferred Stock

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

Class A Convertible Stock

As of ~~June~~September 30, 2025 and December 31, 2024, 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

As of September 30, 2025 and December 31, 2024, there were a total of 531,356 shares of Class B Preferred Stock issued and outstanding. 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~~0.067 shares of Common Stock at the discretion of the holder, subject to beneficial ownership limitations. The holders of the Class B Preferred Stock have no voting rights, unless otherwise provided for in its Certificate of Designation or by law.

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

Class C Convertible Stock

~~Effective as~~As of ~~January~~September 230, 2025, ~~the~~there were ~~Company filed~~ a ~~Certification~~total of ~~Designation~~345,094 shares of Class C Convertible Preferred Stock ~~(the~~issued ~~“Certificate”) with~~and ~~the~~Outstanding ~~Delaware~~Effective ~~Secretary~~as of ~~State~~January ~~and~~2, in2025, ~~accordance with~~ the ~~Delaware General Corporation Law. The~~ Company filed ~~currently~~a ~~has~~Certification ~~30,000,000 shares~~ of ~~preferred~~Designation ~~stock (“Preferred Stock”) authorized. Of the 30,000,000 authorized shares~~ of ~~Preferred Stock, 500,000 shares are designated as~~ Class AC Convertible Preferred Stock (the “~~Class A Stock~~Certificate”), ~~all~~with ofthe ~~which~~Delaware ~~are issued and outstanding.~~Secretary ~~Additionally, 11,000,000 shares~~ of ~~the~~State ~~Preferred~~and ~~Stock~~in ~~are~~accordance ~~designated~~with ~~as Class B Convertible Preferred Stock (~~the ~~“Class~~Delaware BGeneral ~~Stock”), of~~Corporation ~~which 531,356 shares are issued and outstanding~~Law.. ~~The Company has 300,000,000 shares of common stock~~ (~~“Common Stock”~~DGCL) ~~authorized, of~~The ~~which~~Class ~~7,179,961~~C ~~shares are issued and outstanding. The~~ Certificate designates 5,000,000 shares of the Company’s Preferred Stock as Class C Convertible Preferred Stock with a par value of $0.0001 per share (“Class C Stock”). The Class C Stock ranks (i) junior to the Class A Preferred Stock and Class B Preferred Stock, (ii) senior to any other class or series of outstanding Preferred Stock or Common Stock, and (iii) prior to any other class or series of capital stock of the Company hereafter created, and in each case as to distributions of assets upon liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (the “Class C Stock Distribution Ranking”). The Class C Preferred Stock is not entitled to dividends except as required by law. The Class C Preferred Stock shall have no voting rights other than as set forth in the Certificate or as required by law.

On each matter on which holders of Class C Preferred Stock are entitled to vote, each share of Class C Preferred Stock will be entitled to one vote.

.Effective as of September 30, 2025, the Company filed a Second Amended and Restated Certificate of Designation of the Class C Convertible Preferred Stock (the “Second Class C Certificate”) with the Delaware Secretary of State The Second Class C Certificate serves to (i) change the liquidation preference of the Class C Stock so that the Class C Stock shall only be entitled to liquidation rights as required by law, and (ii) removes conversion rights of the ClassC Stock in connection with a Liquidation Event (as that term is defined in the First Amended Certificate)

During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company issued the following Class C Convertible Stock:

● Pursuant to the conversion agreement dated April 14, 2025, the notes payable to shareholder including accrued interest in the amount of $2,824,253 was converted to 201,572 shares of Class C Preferred Stock. The conversion amount of Class C Preferred Stock was $20,157,200 at the date of conversion. The Company recognized loss from settlement of debt in the amount of $17,332,947 during the ~~six~~nine months ended ~~June~~September 30, 2025.

● The Company issued 5,000 shares of Class C Preferred Stock to Limitless Performance, Inc., an entity wholly-owned by the CEO, related to settlement of license related to manufacturing and distributorship. The company recognized stock compensation expense of $500,000 during the three months ended March 31, 2025 which was the fair value based on common stock trading price at the date of conversion.

● Pursuant to the conversion agreement dated April 14, 2025, the notes payable to related party including accrued interest in the amount of $1,085,468 was converted to 97,692 shares of Class C Preferred Stock. The conversion amount of Class C Preferred Stock was $9,769,200 at the date of conversion. The Company recognized loss from settlement of debt in the amount of $8,683,732 during the ~~six~~nine months ended ~~June~~September 30, 2025.

●

The Company issued 25,000 shares of Class C Preferred Stock to consultant for services. The Company recognized stock compensation expense of $1,037,500 during the three months ended March 31, 2025 which was the fair value based on common stock trading price at the date of conversion.

● Pursuant to the conversion agreement, the vendor accounts payable of $1,583,000 was converted to 15,830 shares of Class C Preferred Stock. The conversion amount of Class C Preferred Stock was $1,583,000 at the date of conversion which was fair value based on common stock trading at the date of conversion. As a result, no gain or loss was recognized.

	●	Pursuant to the conversion agreement, the vendor accounts payable of $1,583,000 was converted to 15,830 shares of Class C Preferred Stock. The conversion amount of Class C Preferred Stock was $1,583,000 at the date of conversion which was fair value based on common stock trading at the date of conversion. As a result, no gain or loss was recognized.

	●	On July 14, 2025, the Class C Convertible shareholder converted 7,400 Class C Convertible stock to common shares in accordance with the conversion price and shares and was issued 740,000 (1 to 100 conversion with conversion price at $1.00). The fair value of the common share price was $1.85 at the date of conversion which resulted a loss on settlement of debt in the amount of $629,000 for the nine months ended September 30, 2025.

As a result of converting various related party notes payable to preferred C shares, the Company recognized total loss from settlement of debt as summarized below:

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2025
Conversion of $2,824,253 notes payable to shareholder	$	17,332,947
Conversion of $1,085,468 notes payable to related party		8,683,732
Total loss from settlement of notes payable to shareholder and related parties	$	26,016,679

On September 30,2025 the company Amended and Restated the Certificate of Designation of the Class C Convertible Preferred Stock. The amendment removed the liquidation event from section 5C and states that in the event any shares of Class C Convertible Preferred Stock shall be converted pursuant to Section 5 hereof, the shares so converted shall be cancelled and shall return to the status of authorized but unissued Preferred Stock of no designated class, and shall not be issuable by the Company as Class C Convertible Preferred Stock.

As a result of this amendment, the Company reclassed $32,306,900 from mezzanine liability to equity in the amount of $5,374,996 and additional paid in capital of $26,931,904. The $26,931,904 was deemed as deemed dividend as this was a related party transaction which resulted in recording in additional paid-in capital.

Class D Convertible Preferred Stock

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

~~During~~On September 30, 2025, the ~~six~~Company ~~months~~entered ~~ended~~into ~~June~~an accrued dividend waiver agreement (“Waiver Agreement”) which the CEO, the sole owner of shares of the Company’s Series D Preferred Stock, in which he waived his right to receive all accrued and unpaid dividends on the Series D Preferred Shares through and including September 30, 2025, in the ~~Company~~aggregate ~~issued~~amount ~~the~~of ~~following~~$539,444 ~~Class~~(the D“Accrued ~~Convertible~~Dividends”). ~~Stock:~~

~~● Pursuant~~ to the ~~conversion~~Accrued ~~agreement, the notes payable to shareholder including accrued interest in the amount of $3,375,000 was converted to 135,000 shares of Class D Preferred Stock~~Dividends. ~~The conversion amount of Class C Preferred Stock was $3,375,000 or $25 per share at the date of conversion.~~

During the nine months ended September 30, 2025, the Company issued the following Class D Convertible Stock:

●

Pursuant to the conversion agreement, the notes payable to shareholder including accrued interest in the amount of $3,375,000 was converted to 135,000 shares of Class D Preferred Stock. The conversion amount of Class D Preferred Stock was $3,375,000 or $25 per share at the date of conversion.

●

On March 21, 2025, the Company entered into a Loan Authorization and Agreement for a loan of $500,000 from a shareholder, the proceeds of which were to be used for working capital purposes. Under this agreement, the Company also provided 10,000 preferred D shares. The Company recorded 10,000 preferred D shares at $250,000 or $25 per share which is deemed at fair value as the previous conversion rate for notes payable to shareholder was at $25 per share.

~~During the six months ended June 30, 2025, the Company accrued dividends of $204,555.~~18

Class D Convertible Preferred Stock Issuable

On April 14, 2025, the Company entered into a Class D Convertible Preferred Stock agreement whereby the Company will issue 260,214 to related parties. These Class D Convertible Preferred Stock were issued on July 18, 2025.

The Company recorded 260,214 preferred D shares at $6,505,350 or $25 per share which is deemed at fair value as the previous conversion rate for notes payable to shareholder was at $25 per share and recorded loss on settlement of debt in the amount of $6,505,350 for the ~~six~~ nine months ended ~~June~~September 30, 2025.

In July 2025, preferred D shares issuable of 260,214 were issued.

Conversion of Class C Convertible Stock to Common Shares

On July 14, 2025, the Class C Convertible shareholder converted 7,400 Class C Convertible stock to common shares in accordance with the conversion price and shares and was issued 740,000 (1 to 100 conversion with conversion price at $1.00). The fair value of the common share price was $1.85 at the date of conversion which resulted a loss on settlement of debt in the amount of $629,000 for the nine months ended September 30, 2025.

Conversion of Accrued Salaries to Common Stock Issuable

On September 30, 2025, the Company entered into a settlement agreement with its employees by converting accrued salaries of $1,266,670 for the period from January 1, 2025 through June 30, 2025 into common shares at the price of $1.21pr share which resulted in common stock issuable of 1,046,836. The fair value of the common share price was $2.20 at the date of the settlement, which resulted total fair value of $2,303,039 and a loss on settlement of debt in the amount of $1,036,369 for the nine months ended September 30, 2025.

Settlement of Debt Reconciliation:

The Company recorded settlement of debt as follows:

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2025
Conversion of $2,824,253 notes payable to shareholder – Class C Convertible Stock	$	17,332,947
Conversion of $1,085,468 notes payable to related party – Class C Convertible Stock		8,683,732
Conversion of accrued compensation to common stock		589,989
Conversion of directors’ compensation to common stock		680,750
Conversion of notes payable to shareholder – Class D Convertible stock issuable		6,505,350
Total loss from settlement of debt	$	33,792,768
Conversion of Class C Convertible Stock to common shares		629,000
Conversion of accrued salaries to common stock issuable		1,036,369
Total loss from settlement of debt	$	35,458,137

1719

NOTE 109 – EQUITY BASED PAYMENTS

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

Stock Incentive Plans

The Company has the following stock incentive plans:

●

Stock Option Plan

Effective January 15, 2020, the Company adopted its 2020 Stock Option and Award Plan (the “2020 Stock Incentive Plan”). A total of 2,222 shares of the Company’s common stock were reserved for the 2020 Stock Incentive Plan. As of March 31, 2025 and December 31, 2024, there were 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.

The Company granted and issued the following stock options during the ~~six~~nine months ended ~~June~~September 30, 2025:

○ The Company granted and issued 708,333 shares of common stock under the 2022 Stock Option Plan to its employees during the three months ended ~~March~~September 3130, 2025. Under the stock option grant, these shares were fully vested at the time of issuance with no exercise price. The common stock share trading price was $0.52 per share at the time of issuances and the Company recognized $365,641 as stock compensation expense during the ~~three~~nine months ended March 31, 2025. No compensation expense related to these shares were recognized during the three months ended ~~June~~September 30, 2025.

The Company did not have any stock options outstanding as of ~~June~~September 30, 2025 as the previously issued stock options were immediately vested, exercised, and issued.

●

Restricted Stock Plan

Effective August 9, 2022, the Company adopted its 2022 Restricted Stock Plan (the “2022 Restricted Stock Plan”). Under the 2022 Restricted Stock Plan, the Board of Directors may grant restricted stock to officers, directors, and key employees. A total of 833,333 shares of common stock is reserved for the 2022 Restricted Stock Plan.

The Company granted and issued the following restricted stock during the ~~six~~nine months ended ~~June~~September 30, 2025:

○ The Company granted and issued 833,333 shares of common stock under the 2022 Restricted Stock Plan to its employees during the ~~six~~nine months ended ~~June~~September 30, 2025. Under the plan, these shares were fully vested at the time of issuance with no exercise price. The common stock share trading price was $0.52 per share at the time of issuances and the Company recognized $430,166 as stock compensation expense during the ~~six~~nine months ended ~~June~~September 30, 2025 and none during the three months ended ~~June~~September 30, 2025.

The Company did not have any restricted stock options outstanding as of ~~June~~September 30, 2025 as the previously issued stock options were immediately vested, exercised, and issued.

1820

Stock Compensation - Others

At time to time, the Company issues common stock to its Board of Directors, outside service providers or consultants.

The Company had the following common stock issuances during the ~~six~~nine months ended ~~June~~September 30, 2025:

● Issuances of Shares for Accrued Board of Directors Compensation Settlement – The Company issued 1,945,000 common stock shares to its Board of Directors for prior year services of which the Company had accrued $972,500 as accrued board compensation at December 31, 2024. The accrued amount of $972,500 was settled with issuance of 1,945,000 common shares. As a result, the Company recorded a loss on debt settlement of $680,750 based on fair value during the ~~six~~nine months ended ~~June~~September 30, 2025.

● Issuances of Shares for Board of Directors Compensation – The Company issued 220,000 common stock shares to its Board of Directors for its services. The common stock share trading price was $1.00 per share at the time of issuance and the Company recognized $220,000 as stock compensation expense during the three months ended March 31, 2025 and none during the three months ended ~~June~~September 30, 2025.

	●	Issuances of Shares to Consultants for Services – The Company issued 578,757 common stock shares to consultants. Some of these consultants require entire year of 2025 services, therefore, some of stock compensation expense of $403,518 was recorded as prepaid at March 31, 2025. The prepaid amount was $58,073 at March 31, 2025 and is recorded as prepaid expenses in the consolidated balance sheets and none during the three months ended ~~June~~September 30, 2025.
	●	Issuances of Shares for Conversion of Vendor Debt – The Company issued 739,002 common stock shares to settle vendor debt valued at $739,002 during three months ended ~~June~~September 30, 2025.

● Issuances of Shares to Consultants for Services – On June 12, 2025, the Company entered into a consulting agreement with a consultant whereby the Company will issue 600,000, restricted shares as a consulting fee of the Company’s common stock to the consultant to be delivered over 12 months as follows: 200,000 shares to be delivered to the Company’s transfer agent in the Consultant’s name upon signing the contract. 400,000 restricted, Company, common shares to be delivered over 12 months as follows: Earned and vested monthly starting at the end of month 4 through 11 in 44,444 equal share increments. In month twelve, 44,448 shares shall be earned and vested. The Company expensed common shares pro-ratably over the service period and recorded stock compensation expense of $136,183 for shares vested and issued of 222,220 shares for the ~~six~~nine months ended ~~June~~September 30, 2025 and $~~20,070~~0 for shares vested and issuable of 44,448 as of ~~June~~September 30, 2025 and for the ~~six~~nine months ended ~~June~~September 30, 2025. The Company issued 133,332 shares from shares issuable from December 31, 2024 during the ~~six~~nine months ended ~~June~~September 30, 2025.

● Issuances of Shares for Accrued Salaries Settlement – The Company issued 1,340,598 common stock shares to its employees for prior year accrued wages of $536,251. The accrued amount of $536,251 was settled with issuance of 1,340,598 common shares. As a result, the Company recorded a loss on debt settlement of $589,989 based on fair value during the ~~six~~nine months ended ~~June~~September 30, 2025.

● Common Stock and Preferred D Shares Issuable from Additional Borrowings from Notes Payable to Shareholder ($500,000) – On March 21, 2025, the Company entered into a Loan Authorization and Agreement for a loan of $500,000 from a shareholder, the proceeds of which were to be used for working capital purposes. The loan has an interest rate of 12.5% per annum and is due within 6 months from the date of the agreement. Furthermore, the Company is required to issue 10,000 preferred C shares (issued on April 10, 2025) and 225,000 common stock shares (issued on April 10, 2025) under the agreement. These shares were calculated at fair value at the date of issuance and the Company recorded interest expense of $427,750. The $500,000 was converted to preferred stock C during the ~~six~~nine months ended September 30, 2025. ● Issuances of Shares for Accrued Salaries Settlement – On September 30, 2025, the Company entered into a settlement agreement with its employees by converting accrued salaries of $1,266,670 for the period from January 1, 2025 to June 30, 2025 to common shares at a price of $1.21 per share which resulted in common stock issuable of 1,046,836. The fair value of the common share price was $2.20 at the date of the settlement, which resulted a loss on settlement of debt in the amount of $1,036,369 for the nine months ended September 30, 2025. ● Issuances of Common Shares for Related Party Loan Payable – In July 2025, the Company issued 520,000 common shares for related party loan inducement with the fair value at $334,092. ● Issuances of Common Shares from Common Share Issuable - During the nine months ended September 30, 2025, the Company issued 133,332 common shares in the amount of $83,555 from common share payable. ● Common Share Issuable of 44,448 valued at $20,070 – During the nine months ended September 30, 2025, the Company recorded 44,448 as common share issuable valued at $20,070 for consulting services. ● Common Shares Issued for Consulting Services – During the nine months ended September 30, 2025, the Company issued 100,000 common shares for consulting services valued at $399,000.

NOTE 11 – RELATED PARTY TRANSACTIONS

The Company had the following related party transactions:

● Royalty Payables – Limitless Performance Inc. (“LPI”), SMILZ INC. (“Smiles”), DIVATRIM INC. (“Divatrim”), and AMAROSE INC. (“Amarose,” and collectively with LPI, Smiles, and Divatrim, the “Licensors”) are all companies at least 50% owned by a shareholder of the Company. On December 1, 2021, the Company entered into manufacturing and distributorship license agreements (each, a “License Agreement”) with each of the Licensors to distribute each of the Licensors’ respective products and for payments to such Licensor for its product designs and distribution rights. Pursuant to the License Agreements, and each of them, the Company agreed to pay to such Licensors royalty payments equal to 4.00% of gross sales, excluding returns, chargebacks, and other such allowances. On October 1, 2023, the Company terminated each of the License Agreements; however, the Company maintained its license for NZT-48 with LPI. As of ~~June~~September 30, 2025 and December 31, 2024, the royalty payable was $~~249,036~~0 and $220,535, respectively.

	●	Notes Payable to Shareholder – The Company had various notes payable with its shareholder who is the Chief Executive Officer of the Company. As of ~~June~~September 30, 2025 and December 31, 2024, the Company had $0 and $5,144,460 outstanding. The amount outstanding at December 31, 2024 was converted to preferred C and D shares during the ~~six~~nine months ended ~~June~~September 30, 2025. Refer to Note 8.
	●	Notes Payable to Related Parties – The Company entered into various notes payable with shareholders of the Company. As of ~~June~~September 30, 2025 and December 31, 2024, the Company had $0188,523 and $436,747 outstanding, respectively. The amount outstanding at December 31, 2024 was converted to preferred C shares during the ~~six~~nine months ended ~~June~~September 30, 2025. ~~Refer to Note 8.~~

NOTE 12 – 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 13 – SUBSEQUENT EVENTS

The Company evaluated all events or transactions that occurred after ~~June~~September 30, 2025. During this period, the Company did not have any ~~material~~ material recognizable subsequent events required to be disclosed other than the following:

● On ~~July~~November 1610, 2025, the Company issued ~~740~~6,~~000~~750 common shares ~~from conversion of class C shares of 7,400 which had 100 to 1 conversion rate. ● On July 21, 2025, the Company issued 100,000 common shares to consultant~~ for ~~sponsorship~~consulting ~~agreement in July 2025~~services. ~~● On July 22, 2025, the Company issued 520,000 common shares to related parties for settlement of debt of $250,000 which relates to July 11, 2025 debt.~~

1922

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements and Associated Risks.

This Quarterly Report on Form 10-Q contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “expect,” “believe,” “anticipate,” “estimate,” “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; and failure to successfully develop business relationships.

INTRODUCTION

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

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

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

2023

RESULTS OF OPERATION

For the Three Months Ended ~~June~~September 30, 2025 Compared to the Three Months Ended ~~June~~September 30, 2024:

	(Unaudited)
	Three Months Ended June 30,
							(restated)
	2025						2024						Changes
				% of						% of
	Amount			Sales			Amount			Sales			Amount			%
Revenue
Product sales	$	~~302~~247,~~592~~868			100.0	%	$	1607,~~405,951~~161			100.0	%	$	(~~1,103,~~359,293	)		-7859.52	%
Total revenue		~~302~~247,~~592~~868			100.0	%		1607,~~405,951~~161			100.0	%		(~~1,103,~~359,293	)		-7859.52	%
Cost of sales
Cost of sales		8659,~~840~~753			2824.71	%		~~413~~154,~~201~~287			2925.4	%		(~~326~~94,~~361~~534	)		-7961.03	%
Total cost of sales		8659,~~840~~753			2824.71	%		~~413~~154,~~201~~287			2925.4	%		(~~326~~94,~~361~~534	)		-7961.03	%
Gross profit		~~215~~188,~~752~~115			7175.39	%		~~992~~452,~~750~~874			7074.6	%		(~~776~~264,~~998~~759	)		-7858.35	%
Operating expenses:
General and administrative		~~325~~701,~~395~~560			~~107~~283.50	%		~~348~~54,~~093~~620			249.80	%		~~(22~~646,~~698~~940	)		-61184.54	%
Advertising and marketing		76208,~~287~~557			2584.21	%		~~675~~542,~~632~~081			4889.13	%		(~~599~~333,~~345~~524	)		-8861.75	%
Salaries and compensation		~~591~~520,~~369~~001			~~195~~209.48	%		~~490~~358,~~397~~250			3459.90	%		~~100~~161,~~972~~751			2045.62	%
Total operating expenses		~~993~~1,~~051~~430,118			~~328~~577.20	%		1954,~~514,122~~951			~~107~~157.73	%		~~(521~~475,~~071~~167	)		~~-34~~49.48	%
Income (loss) from operations		(~~777~~1,~~299~~242,003	)		-~~256~~501.91	%		(~~521~~502,~~372~~077	)		-3782.17	%		(~~255~~739,~~927~~926	)		49147.14	%
Other income (expense)
Interest expense		(18134,~~318~~993	)		-654.15	%		(~~131~~194,~~341~~063	)		-932.30	%		~~113~~59,~~023~~070			-8630.14	%
Other income		58(24,~~460~~702	)		19-10.30	%		~~17,500~~-			10.20	%		40(24,~~960~~702	)		~~234.1~~n/a	%
Gain (Loss) on debt settlement		(31,~~866~~665,~~368~~369	)		-~~1277~~671.79	%		(1715,~~667~~445	)		-56.82	%		(31,~~848~~649,~~701~~924	)		~~21784~~10682.76	%
Total other income (expense), net		(3,826,226	)		-1264.5	%		(131,508	)		-9.4	%		(3,694,718	)		2809.5	%
Other expense		-			0.0	%		(15,000	)		-6.1	%		15,000			-100.0	%
Income (loss) before income tax provision		(4,603,525	)		-1521.4	%		(652,880	)		-46.4	%		(3,950,645	)		605.1	%
Total other income (expense), net		(1,825,064	)		-736.3	%		(224,508	)		-37.0	%		(1,600,556	)		712.9	%
Income tax provision		-			0.0	%		915			0.1	%		(915	)		-100.0	%
Income (loss) before income tax provision		(3,067,067	)		-1237.4	%		(726,585	)		-119.7	%		(2,340,482	)		322.1	%
Net income (loss)	$	(4,603,525	)		-1521.4	%	$	(653,795	)		-46.5	%	$	(3,949,730	)		604.1	%
Income tax provision		-			0.0	%		-			0.0	%		-			n/a
Net income (loss)	$	(3,067,067	)		-1237.4	%	$	(726,585	)		-119.7	%	$	(2,340,482	)		322.1	%

2124

Product Sales – Our product sales decreased by $10.14 million to $0.3 million for the three months ended ~~June~~September 30, 2025 as compared to $10.4 6 million for the three months ended ~~June~~September 30, 2024. In 2024, there was a shift in our marketing and selling strategies, including a change in performance marketers and platforms, which resulted in the decrease of product sales.

Cost of Sales – Our cost of sales decreased from $0.42 million, or 2925.4% of sales, in the three months ended ~~June~~September 30, 2024 to $0.1 million, or 2824.71% of sales, in the three months ended ~~June~~September 30, 2025. As operations decreased during the period, so did our costs for freight, inventory, and other supplies.

Operating Expenses – During the three months ended ~~June~~September 30, 2025, we recognized $1.04 million in operating expenses compared to $1.~~5 million~~0 million for the three months ended ~~June~~September 30, 2024. The ~~decrease~~increase of $0.5 million was primarily due to stock compensation expense and offset by decrease in advertising and marketing spendings ~~of $0~~.~~6 million.~~

Other Income or Expense – During the three months ended ~~June~~September 30, 2025, the Company also recorded interest expense of approximately ~~$18,000~~ $0.2 and a gain on debt settlement of $21.97 million during the three months ended ~~June~~September 30, 2025 compared to $0.12 million of interest expense during the three months ended ~~June~~September 30, 2024.

For the ~~Six~~Nine Months Ended ~~June~~September 30, 2025 Compared to the ~~Six~~Nine Months Ended ~~June~~September 30, 2024:

	(Unaudited)
	Six Months Ended June 30,
	Nine Months Ended Sepember 30,
							(restated)
	2025						2024						Changes
				% of						% of
	Amount			Sales			Amount			Sales			Amount			%
Revenue
Product sales	$	~~554~~802,~~528~~396			100.0	%	$	23,~~428~~024,~~476~~112			100.0	%	$	(12,~~873~~221,~~948~~716	)		-7773.25	%
Total revenue		~~554~~802,~~528~~396			100.0	%		23,~~428~~024,~~476~~112			100.0	%		(12,~~873~~221,~~948~~716	)		-7773.25	%
Cost of sales
Cost of sales		~~204~~263,~~034~~787			3632.89	%		~~654~~797,~~803~~565			2726.04	%		(~~450~~533,~~769~~778	)		-6866.89	%
Total cost of sales		~~204~~263,~~034~~787			3632.89	%		~~654~~797,~~803~~565			2726.04	%		(~~450~~533,~~769~~778	)		-6866.89	%
Gross profit		~~350~~538,~~494~~609			6367.21	%		12,~~773~~226,~~673~~547			73.06	%		(1,~~423~~687,~~179~~938	)		-8075.28	%
Operating expenses:
General and administrative		34,~~917~~618,~~196~~756			~~706~~575.46	%		~~884~~938,~~906~~490			3631.40	%		3,~~032~~680,~~290~~266			~~342~~392.71	%
Advertising and marketing		~~267~~475,~~421~~978			4859.23	%		1,~~397~~939,~~310~~391			5764.51	%		(1,~~129~~463,~~889~~413	)		-8075.95	%
Salaries and compensation		1,~~175~~695,~~220~~221			211.93	%		~~987~~1,~~585~~345,835			4044.75	%		~~187~~349,~~635~~386			1926.0	%
Total operating expenses		56,~~359~~789,~~837~~955			~~966~~846.62	%		34,~~269~~223,~~801~~716			~~134~~139.67	%		2,~~090~~566,~~036~~239			6360.98	%
Income (loss) from operations		(56,~~009~~251,~~343~~346	)		-~~903~~779.41	%		(1,~~496~~997,~~128~~169	)		-6166.60	%		(34,~~513~~254,~~215~~177	)		~~234~~213.80	%
Other income (expense)
Interest expense		(~~481~~616,~~715~~708	)		-8676.9	%		(~~232~~420,~~305~~868	)		-913.69	%		(~~249~~195,~~410~~840	)		~~107~~46.45	%
Other income		6036,~~888~~186			114.05	%		157,~~077~~902			0.63	%		4528,~~811~~284			~~303~~357.89	%
Gain (Loss) on debt settlement		(3335,~~792~~458,~~768~~137	)		-~~6094~~4419.0	%		(1733,~~667~~112	)		-01.71	%		(3335,~~775~~425,~~101~~025	)		~~191176~~106985.25	%
Total other income (expense), net		(34,213,595	)		-6169.9	%		(234,895	)		-9.7	%		(33,978,700	)		14465.5	%
Other expense		-			0.0	%		(7,825	)		-0.3	%		7,825			-100.0	%
Income (loss) before income tax provision		(39,222,938	)		-7073.2	%		(1,731,023	)		-71.3	%		(37,491,915	)		2165.9	%
Total other income (expense), net		(36,038,659	)		-4491.4	%		(453,903	)		-15.0	%		(35,584,756	)		7839.7	%
Income (loss) before income tax provision		(42,290,005	)		-5270.5	%		(2,451,072	)		-81.1	%		(39,838,933	)		1625.4	%
Income tax provision		-			0.0	%		915			0.0	%		(915	)		n/a
Net income (loss)	$	(3942,~~222~~290,~~938~~005	)		-~~7073~~5270.25	%	$	(12,~~731~~451,~~938~~987	)		-7181.31	%	$	(3739,~~491~~838,~~000~~018	)		~~2164~~1624.7	%

Product Sales - Our product sales decreased by $12.92 million to $0.58 million for the ~~six~~nine months ended ~~June~~September 30, 2025 as compared to $23.~~4 million~~0 million for the ~~six~~nine months ended ~~June~~September 30, 2024. In 2024, there was a shift in our marketing and selling strategies, including a change in performance marketers and platforms, which resulted in the decrease of product sales.

Cost of Sales - Our cost of sales decreased from $0.78 million, or 2726.04% of sales, in the ~~six~~nine months ended ~~June~~September 30, 2024 to $0.2 3 million, or 3632.89% of sales, in the ~~six~~nine months ended ~~June~~September 30, 2025. As operations decreased during the period, so did our costs for freight, inventory, and other supplies.

Operating Expenses - During the ~~six~~nine months ended ~~June~~September 30, 2025, we recognized $56.49 million in operating expenses compared to $34.32 million for the ~~six~~nine months ended ~~June~~September 30, 2024. The increase of $2.16 million in operating expenses was primarily due to stock compensation expense of approximately $3.38 million recorded in the ~~six~~nine months ended ~~June~~September 30, 2025 and none in the previous same period and off-set by decrease in advertising and marketing expenses of $1.15 million.

Other Income or Expense - During the ~~six~~nine months ended ~~June~~September 30, 2025, we had loss on settlement of ~~debt~~in the amount of $35.5 million due to the conversion of loans ~~payable to shareholders~~ in the amount of $3335.85, ~~million~~primarily from our CEO and principal shareholder into shares of our common stock, in compared to none in prior year same quarter. The Company also recorded interest expense of $0.56 million during the ~~six~~nine months ended ~~June~~ September 30, 2025 compared to $0.24 million during the ~~six~~nine months ended ~~June~~ September 30, 2024.

LIQUIDITY AND CAPITAL RESOURCES

Operating Activities

During the ~~six~~nine months ended ~~June~~September 30, 2025, net cash used in operating activities was $01.91 million. The cash used in operating activities ~~was~~ was primarily due to net loss of approximately $3842.93 million and off-set by loss on settlement of debt of $2735.05 million and stock compensation expense of $93.65 million.

Investing Activities

During the six months ended June 30, 2025, net cash used in investing activities was $1.0 million. The cash used in investing activities was primarily due to loan provided through loan receivable.

Financing Activities

Net cash provided by financing activities for the ~~six~~nine months ended ~~June~~September 30, 2025 was $2.0.9 million. This amount was incurred by increased borrowings from a stockholder and related parties.

Off Balance Sheet Arrangements

None.

2225

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 ~~June~~September 30, 2025, our disclosure controls and procedures were not effective. Our disclosure controls ~~were~~ were not designed at a reasonable assurance level and are ineffective to provide reasonable assurance that information we are required to to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time ~~periods~~ 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.

2326

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

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

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURE

Not Applicable.

ITEM 5. OTHER INFORMATION

~~Our directors~~Series ~~and~~D ~~executive~~Dividend ~~officers~~Waiver ~~may~~Agreements ~~from~~signed ~~time~~by ~~to time enter into plans or other arrangements for the purchase or sale of our common~~Related stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the six ended June 30, 2025, no such plans or other arrangements were adopted or terminated.Parties

Effective as of September 30, 2025, the Company entered into dividend waiver agreement (each, a “Dividend Waiver Agreement” and collectively, the “Dividend Waiver Agreements”) with all holders of the Company’s Series D Preferred Stock. The holders consisted of Jaspreet Mathur, the Company’s Chief Executive Officer (“CEO”); Emblaze One, Inc. (“Emblaze”), an entity wholly owned by the CEO; and EM1 Capital, LLC (“EM1”), an entity wholly owned by the CEO.

As of September 30, 2025, the Company had accrued and unpaid dividends on the Series D Preferred Stock in the amounts of $526,799 owed to Mr. Mathur, $4,658 owed to Emblaze, and $7,968 owed to EM1. Pursuant to the Waiver Agreements, each holder irrevocably waived its right to receive all accrued and unpaid dividends on the Series D Preferred Stock from the date of issuance through and including September 30, 2025, which totaled $539,444 in the aggregate. The form of Dividend Waiver Agreement executed by each holder of Series D Preferred is filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q.

Third Amendment to License Agreement and Royalty Payment Waiver

Limitless Performance Inc. (“LPI”), Smilz, Inc., Divatrim In.c (“Divatrim”) and Amarose, Inc (“Amarose”) (individually, each is a “Licensor” and collectively, the “Licensors”) are companies at least 50% owned by Mr. Jaspreet Mathur, the Company’s CEO. On December 1, 2021, the Company entered into license agreements with each Licensor to manufacture and distribute their products, paying royalties of 4% of gross sales (excluding returns and allowances).

On October 1, 2023, the Company terminated its License Agreements with Smilz, Divatri and Amarose. Pursuant to amendments dated January 24, 2025 and May 20, 2025, the Company modified its Manufacturing and Distribution License dated December 1, 2021 with LPI (“LPI License Agreement”) to restrict the license to NZT-48 products (one of the Company’s nutritional supplements) and discontinued licensing certain gummy products. As of this termination date, royalties payable totaled $1,557,432, and inventories returned to Licensors were valued at $2,363,151, resulting in net receivables of $805,719. This amount was offset against a note payable to the shareholder as of December 31, 2023.

Effective as of September 2025, the Company and LPI amended the LPI License Agreement pursuant to a Third Amendment (“Third Amendment”) in which LPI waived $260,602 in royalties due through September 30, 2025, and confirmed its waiver of all royalties under the LPI License Agreement for the period ending on December 31, 2027. A copy of the Third Amendment is filed as Exhibit 10.4 to this Quarterly Report on Form 10-Q.

Rule 10b-5 Trading Plans

Our directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our common stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the nine ended September 30, 2025, no such plans or other arrangements were adopted or terminated.

ITEM 6. EXHIBITS

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

3.1		Limitless X Holdings, Inc. Amended and Restated Certificate of Incorporation, as amended (incorporated by reference To Exhibit 3.1 in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024).
10.1		Promissory Note dated July 11, 2025 by and between the Company and EM1 Capital LLC (incorporated by reference to Exhibit 10.1 in the Company’s Current Form 8-K filed with the SEC on July 14, 2025).
3.2		Limitless X Holdings, Inc. Certificate of Amendment to the Certificate of Designation of Class B Convertible Preferred Stock (incorporated by references to Exhibit 3.1 in the Company’s Form8-K filed with the SEC on September 26, 2024).
10.2		Warrant Agreement dated July 11, 2025, by and between the Company and EM1 Capital, LLC (incorporated by reference to Exhibit 10.2 in the Company’s Current Form 8-K filed with the SECon July 14, 2025)
10.1		Form of Settlement Agreement and Release of Claims between the Company and certain employees dated September 10, 2024 (incorporated by reference to Exhibit 10.1 in the Company’s Quarterly Report on Form 8-K filed with the SEC on September 16, 2024).
10.3*		Third Amendment to Manufacturing and Distribution Licensing Agreement effective as of September 30, 2025, by and between the Company
31.1		Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) Under the Securities Exchange Act of 1934
10.4*		Form of Dividend Waiver Agreement, effective as of September 30, 2025 by and between the Company and holders of the Company’s Series D Preferred Stock
31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
31.1*		Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) Under 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
31.2*		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
32.2		Certification of Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Chief Executive Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as an Inline XBRL document and included in Exhibit 101)

*Filed herewith

2428

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: August 14, 2025	By:	/s/ Jaspreet Mathur
Dated: November 19, 2025	By:	/s/ Jaspreet Mathur
		Jaspreet Mathur
		(Chief Executive Officer,
		Principal Executive Officer)
Dated: August 14, 2025	By:	/s/ Benjamin Chung
Dated: November 19, 2025	By:	/s/ Benjamin Chung
		Benjamin Chung
		(Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer)

2529

Filing Compare · Limitless X Holdings Inc.