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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 or

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from ____________to _____________

 000-56453

 Commission
File Number

 X HOLDINGS, INC.

 (Exact
 Name of Registrant as Specified in its Charter)

 Delaware

 81-1034163

 State
or Other Jurisdiction of Incorporation or Organization

 (I.R.S.
Employer Identification No.)

 9454
 Wilshire Blvd. #300, Beverly Hills, CA

 90212

 (Address
 of Principal Executive Offices)

 (Zip
 Code)

 (855) 413-7030

 Registrant's
Telephone Number, Including Area Code

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

 Title
 of each class

 Trading
 symbol(s)

 Name
 of each exchange on which registered

 None

 None

 None

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

Stock

 Title
of each class

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
 No

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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

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 pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant's executive o cers during the relevant recovery period pursuant to
§240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The
aggregate market value of voting stock held by non-affiliates of the Registrant on June 30, 2023 based on the closing bid price of $2.90
for shares of the registrant's common stock as reported by the OTCQB, was approximately $ 3,899,529. Shares of common stock beneficially
owned by each executive officer, director, and holder of more than 10% of our common stock have been excluded in that such persons may
be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

 The
registrant had outstanding 3,977,497 shares of common stock, par value $0.0001, as of March 29, 2024.

 Documents
Incorporated by Reference

 None.

 TABLE
OF CONTENTS

 PAGE

 Item 1.Business

 Item 1A.Risk Factors

 Item 1B.Unresolved Staff Comments

 Item 1C.Cybersecurity

 Item 2.Properties

 Item 3.Legal Proceedings

 Item 4.Mine Safety Disclosures

 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 Item 8.Financial Statements and Supplementary Data

 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.Controls and Procedures

 Item 9B.Other Information

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.Directors, Executive Officers and Corporate Governance

 Item 11.Executive Compensation.

 Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Item 13.Certain Relationships and Related Transactions, and Director Independence.

 Item 14.Principal Accounting Fees and Services.

 Item 15.Exhibits, Financial Statement Schedules.

 Exhibit Index

 Signatures

 Index to Consolidated Financial Statements

X HOLDINGS, INC.

 CAUTIONARY
STATEMENT REGARDING FORWARD LOOKING STATEMENTS

 This
Annual Report on Form 10-K ("Annual Report") contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). All statements other than statements of historical fact included in this Annual Report are forward-looking statements. These
forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future
construction, revenues, income, cost of sales, expenses, and capital spending. Our forward-looking statements are generally accompanied
by words such as "estimate," "project," "predict," "believe," "expect," "intend,"
"anticipate," "potential," "plan," "goal," "foresee," "likely,"
"target," "may," "should," "could," or other words that convey the uncertainty of future
events or outcomes. The Company will continue to file annual, quarterly and current reports, proxy statements and other information with
the Securities and Exchange Commission (the "SEC"). The forward-looking statements in this Annual Report speak only as of
the date of this document, and we disclaim any obligation to update these statements unless required by law, and we caution you not to
rely on them unduly. We have based these forward-looking statements on our current expectations and assumptions about future events.
While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business,
economic, competitive, regulatory, and other risks, contingencies, and uncertainties, most of which are difficult to predict and many
of which are beyond our control.

 These
forward-looking statements reflect our management's beliefs and views with respect to future events and are based on estimates
and assumptions as of the date of this Annual Report and are subject to risks and uncertainties. Moreover, we operate in a very highly
competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all
risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in any forward-looking statements we may make. Given these uncertainties,
you should not place undue reliance on forward-looking statements contained herein.

 You
should read this Annual Report and the documents that we reference and have filed as exhibits with the understanding that our actual
future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our
forward-looking statements by these cautionary statements.

 The
forward-looking statements made in this Annual Report relate only to events as of the date on which such statements are made. We undertake
no obligation to update any forward-looking statements after the date of this Annual Report or to conform such statements to actual results
or revised expectations, except as required by law.

 PART
I

 Throughout
this Annual Report, references to the "Company," "VYBE," "we," "us," and "our"
refer to Limitless X Holdings, Inc. and its subsidiaries, unless the context requires otherwise.

 ITEM
1. BUSINESS.

 Company
Overview

 Limitless
X is a multinational consumer packaged goods company that specializes in developing and offering 'Look Good, Feel Great'
products, specifically within the nutrition and beauty industry, through direct response advertising and our distinctive and highly successful
celebrity-backed brand awareness strategies. We possess unique capabilities to greatly enhance the reputation and impact of brands, due
to our extensive knowledge and expertise in digital marketing and our successful track record in launching new consumer products.

 Leadership

 Jas
Mathur, our Chairman and Chief Executive Officer, is an entrepreneur with over 14 years of experience within the health, wellness, and
dietary supplements industry and 25 years of experience as a webmaster and internet marketer. He is the owner of Emblaze One, a global
interactive and web development agency with a staff of 100+. Mr. Mathur founded Limitless X in 2021, drawing upon his own personal battles
with health and his transformative journey that resulted in a remarkable weight loss of over 250 lbs. His extraordinary achievements
in the business world serve as a powerful source of motivation, inspiration, and empowerment for all those who cross paths with him,
igniting their dreams, fostering belief, and empowering them to achieve greatness.

 Our
Services

 Leveraging
our top-notch business know-how, deep insights in the health and nutrition industry and a broad network in the industry to identify and
boost unique investment opportunities, we help design, build, and grow successful e-commerce brands that have unique capabilities in
each of their respective markets while enriching people's lives. We empower founders by fostering connections with customers, strategic
partners, and investors, using our unique direct-to-consumer model to maximize profits.

Development

 We
help create and grow strong, memorable brands. We help our partners at all stages of product development level, including with market
research and product, label and packaging design. On the market research side, we examine the competitive landscape of industries by
analyzing competitors' products, conducting surveys, finding relevant partners, and researching resources. We then create an actionable
plan to break into the relevant market. We also facilitate key introductions to strategic partners in the PR, IT, finance and legal industries
and we help design and implement the product fulfillment process.

Manufacturing

 We
maintain complete control over the manufacturing process, from start to finish, including with the sourcing of high-quality ingredients,
identifying reliable supply chain, distribution and manufacturers networks, and the designing of quality assurance and compliance processes.

Distribution and Fulfillment

 Our
streamlined omni-channel approach to product distribution prioritizes consumer interests to help deliver better conversion rates. It
includes e-commerce websites, social media, shipping, distributed warehousing, payment processing and product returns. Reliable fulfillment
and logistics process allows a fast delivery. Product orders are fulfilled via online, direct to consumer, retail, wholesale and big
box retail channels.

 Marketing,
Advertising, and Consumer Outreach

 In
2023, we shifted our business model from working with third-party affiliates and affiliate networks to now include an in-house, full
service digital marketing team to decrease our customer acquisition costs, increase customer retention, satisfaction and build brand
trust and loyalty. This shift allows us to control the content and marketing creatives, mitigate chargebacks, decrease refunds, lower
customer acquisition costs, impact average order values, and create direct relationships with advertisement platforms.

 Our
marketing efforts are designed to increase consumer awareness of and demand for the brands we work with or own. Our marketing team helps
design, form and generate the right content for each brand, and devises the best strategy for its distribution. We employ a broad mix
of traditional marketing strategies, from: product sampling to exhibiting at consumer trade events and hosting celebrity-rich events
where our company and brand(s) are prominently highlighted. Our primary driver is the use of social media platforms to communicate with
consumers and build interest in the respective brand(s) and product(s). Our advertising and use of online resources are aimed at increasing
consumer preference and usage of our products. Operating as an integrated marketing agency, we plan to offer global marketing services
across all areas of the sales process in the near future.

 Our
Competitive Strengths

 We
constantly strive to find gaps in the relevant marketplace and help develop products that fill those gaps and meet or exceed the needs
of the consumers. Because of our turnkey solution, we are able to launch products quickly and efficiently to meet consumer needs and
cater to new advances in the health and wellness industry.

 We
believe that our experience has uniquely positioned us to scale and maintain an ecosystem of opinion leaders following wellness-focused
brands. We believe we work with an "A-list" group of influencers who promote the products and services that are offered on
our platform.

 Our
Clients

 Currently,
all of the brands in our portfolio are with affiliated companies that are owned 100% by our Chief Executive Officer, Jas Mathur.

 Our
Network of Influencers

 We
have brought together a network of high profile and influential individuals who have all have two things in common: Look Good and Feel
Great. This includes: music artists, movie stars, professional athletes, popular social media influencers, fitness experts, and nutrition
coaches. We utilize our network of influencers on an "as needed" basis and compensation terms vary depending on the influencer
and product, as decided upon by our management. We do not have any formal long-term contracts with any one influencer. Our marketing
team works with the brands to determine the appropriate audience for any given brand and reaches out to those persons in our network,
who are then engaged to publicize on their media platforms a pre-approved post provided by our marketing team, and in turn, they receive
commissions for sales of products they publicize. All of the products promoted are offered to consumers through our website.

 Our
Compliance Team

 All
of our compliance matters are managed in house by our Chief Operating Officer and our VP of Legal Affairs, including our data security,
privacy rights, and ensuring that the products that we offer are in compliance with applicable government regulations. (See "Government
Regulation" below.)

 Our
Strategy

 We
have manufacturing and distribution licensing agreements to market, manufacture, sell, and distribute the branded products on behalf
of our licensors. The licensor retains the rights to continue its own use of these items under existing or new contracts in its discretion,
and to develop new products. Our typical manufacturing and distribution licensing agreements allows us to:

 (a)

 Design
 or redesign the products;

 (b)

 Manufacture
 the products under such design specifications as may be mutually agreed upon by the licensor and us from time to time;

 (c)

 Promote,
 sell, and distribute the products in the United States and its territories;

 (d)

 Use
 the existing designs of the products and all intellectual property rights associated with or for such products, including all trademarks
 and patent rights, with the sale, promotion, and distribution of the products in the territory, including the display of any trademarks,
 and all other designs or marks which could be or that are actually later registered with the federal Patent and Trademark Office,
 on our vehicles and other merchandising equipment, and on stationery, packaging, and other advertising and promotional materials;

 (e)

 Use
 the existing domain names, web addresses, telephone lines, third-party vendors, and any other operational element currently in use
 by the licensor that can be transferred to us; and

 (f)

 Manufacture,
 promote, sell, and distribute new products designed or created by us that we deem preferable to sell under the licensor's name;
 and in such case, we negotiate in good faith to agree on a royalty commission percentage or flat rate amount for the sale of new
 products using the licensor's name.

 Market
Data and Research of Our Verticals

 Health
and Wellness

 According
to Zion Market Research, the global health and wellness market size is projected to reach $8,946 billion by the end of 2030, with a compound
annual growth rate of approximately 6.9% between 2023 and 2030. In 2022, the market size was estimated to be $5,244 billion.

 Intellectual
Property

 Currently,
we do not own any registered trademarks, but we intend on acquiring some of the licenses we have worked with in the past and/or are working
with today.

 Seasonality

 We
do not experience seasonal variations in our quarterly operating results and capital requirements.

 Human
Capital

 As
of the date of this Annual Report, we have 12 full-time employees and no part-time employees. None of our employees are members of a labor
union or covered by a collective bargaining agreement.

 Our
human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing
and new employees, advisors, and consultants. The principal purposes of our equity incentive plans are to attract, retain and reward
personnel through the granting of equity-based compensation awards in order to increase shareholder value and the success of our business
by motivating such individuals to perform to the best of their abilities and achieve our objectives.

 Legal
Proceedings

 There
are no material proceedings to which any director or officer, or any associate of any such director or officer, is a party that is
adverse to our Company or any of our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries other than what is disclosed in the Company's financial statements. No
director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had
a bankruptcy petition filed against it during the past ten years. No current director or executive officer has been convicted of a
criminal offense or is the subject of a pending criminal proceeding during the past ten years. No current director or executive
officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending
or otherwise limiting his involvement in any type of business, securities or banking activities during the past ten years. No
current director or officer has been found by a court to have violated a federal or state securities or commodities law during the
past ten years.

 From time to
time, the Company is involved in legal proceedings. The Company records a liability for those legal proceedings when it determines it
is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company also discloses when it is
reasonably possible that a material loss may be incurred, however, the amount cannot be reasonably estimated. From time to time, the Company
may enter into discussions regarding settlement of these matters, and may enter into settlement agreements, if it believes settlement
is in the best interest of the Company and its shareholders.

 The
following is a summary of our current outstanding litigation:

 Mentom
 Eyewear Inc. – A legal action was filed in the Los Angeles Superior Court against
 Limitless X Holdings Inc., four of its officers, and an unrelated company, alleging the breach
 of an Implied In-Fact Agreement and other causes of action related to that alleged agreement
 such as conversion, fraud and unjust enrichment, Mentom Eyewear Inc. v. Limitless X Holdings
 Inc., et al., Case Number 23STCV24681. We believe that there was no such agreement,
 and that the plaintiff has no legal standing to bring such a matter against the Company or
 its officers. The case is moving into the discovery phase where we believe the true
 facts will lead to a dismissal; however, if the case continues, we will vigorously defend
 against such claims as it is our position that the allegations are not supported by the facts.
 No liability has been recorded for these litigations because the Company believes that any
 such liability is not probable and reasonably estimable at this time.

 Harpo
 Inc. – A legal action was filed in the Central District of California
 against Limitless X Inc. and two of its officers along with Emblaze One, Inc., alleging trademark
 infringement and dilution, unfair competition, false advertising, and violation of the right
 of publicity, all based on allegations that one of our advertisements contained the unauthorized use
 of a celebrity's name and intellectual property, Harpo Inc. and OW Licensing Company LLC
 v. Emblaze One, Inc., et al., Case Number 2:23-cv-04459 VAP (ASx). Any exposure stemming
 from this action would be subject to indemnity from the advertising network responsible for
 the ads in question. We have not yet filed a responsive pleading in this action as
 we are attempting a global settlement; however, if unable to settle we will defend the case
 vigorously and will attempt a contractual and equitable indemnity claim against the advertiser.
 No liability has been recorded for this litigation because the Company believes that any
 such liability is not reasonably estimable at this time.

 Properties

 We
own no property.

 Corporate
History and Background

 The
Company was formed in the State of Nevada on June 3, 1996, as Vyta Corp. On November 5, 2010, the Company changed its name to Bio Lab
Naturals, Inc. 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.
Concurrently with the LimitlessX Acquisition, Jaspreet Mathur, the founder and principal shareholder of LimitlessX, also purchased from
Helion Holdings LLC, shares of Bio Lab's Class A Preferred Convertible Stock, which at all times have a number of votes equal to
60% of all of the issued and outstanding shares of common stock of Bio Lab. On June 10, 2022, the Company changed its name to Limitless
X Holdings Inc.

 Subsidiaries

 We
have 2 subsidiaries, Limitless X, Inc, a Nevada corporation and Prime Time Live, Inc., a Colorado corporation.

 Corporate
Information

 We
are a Delaware corporation. Our corporate headquarters are located at 9454 Wilshire Blvd., #300, Beverly Hills, CA 90212. Our telephone
number is (833) 888-8923. We maintain a website at www.

 Reports
to Security Holders

 We
provide an annual report that includes audited financial information to our shareholders. We will make our financial information equally
available to any interested parties or investors through compliance with the disclosure rules for a small business issuer under the Exchange
Act. We are subject to disclosure filing requirements including filing Form 10-K annually and Form 10-Q quarterly. In addition, we will
file Form 8-K and other proxy and information statements from time to time as required. We do not intend to voluntarily file the above
reports in the event that our obligation to file such reports is suspended under the Exchange Act. The public may read and copy any materials
that we file with the SEC, at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information
on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website (
that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

 Our
principal executive office located at 9454 Wilshire Blvd., #300, Beverly Hills, California 90212. Our main telephone number is 855-413-7030.
Our website is  Our website or linked information included in our website are not incorporated into this Annual
Report.

 ITEM
1A. RISK FACTORS.

 Our
business, results of operations, and financial condition are subject to numerous risks and uncertainties. In connection with making any
investment decision with respect to our securities, you should carefully consider the following risk factors, which address the material
risks concerning our business and an investment in our securities, together with the other information contained in this filing. The
risks described below are material risks currently known, expected, or reasonably foreseeable by us. However, the risks described below
are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our
business, operating results, prospects, or financial condition. If any of the risks discussed in this filing occur, our business, prospects,
liquidity, financial condition, and results of operations could be materially and adversely affected, in which case the trading price
of our common stock could decline significantly. You should read these Risk Factors in conjunction with "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in Item 7 and our consolidated financial statements and related
notes in Item 8. Additionally, some statements herein constitute forward-looking statements. (See "Cautionary Note Concerning Forward-Looking
Statements.")

 Summary
of Risk Factors

 We
 have incurred significant losses, we expect to incur losses in the future, and we may not be able to generate sufficient revenue
 to achieve and maintain profitability.

 The report of the independent registered public accounting firm includes a going concern uncertainty explanatory paragraph.

 All
 of the current brands and products that we sell and promote are owned or controlled by our Chief Executive Officer and we may lose
 all of our business at any time.

 If
 we fail to cost-effectively acquire new consumers or retain our existing consumers, our business could be adversely affected.

 Use
 of social media and influencers may materially and adversely affect our reputation or subject us to fines or other penalties.

 If
 we fail to retain existing customers, or fail to maintain average order value levels, we may not be able to maintain our revenue
 base and margins, which would have a material adverse effect on our business and operating results.

 We
 rely on third parties for some essential business operations and services, and disruptions or failures in service or changes in terms
 may adversely affect our ability to deliver goods and services to our customers.

 Shipping
 is a critical part of our business and any changes in our shipping arrangements or any interruptions in shipping could adversely
 affect our operating results.

 Increases
 in labor costs, including wages, could adversely affect our business, financial condition, and results of operations.

 If
 we fail to maintain and enhance awareness of our brand, our business and financial results could be adversely affected.

 We
 could face liability for information displayed via our e-commerce webpages and our other websites.

 Advertising
 inaccuracies or product mislabeling may have an adverse effect on our business by exposing us to lawsuits, product recalls or regulatory
 enforcement actions, increasing our operating costs and reducing demand for our product offerings.

 We
 are subject to a number of other laws and regulations, which could impact our business.

 Our
 future financial performance and our ability to commercialize our products and services and to compete effectively will depend, in
 part, on our ability to manage any future growth effectively.

 We
 have authorized and designated Class A Preferred Convertible Stock, which have voting rights of 60% of our common stock at all times.

 Mathur, our Chief Executive Officer, owns greater than 50% of our voting securities which will cause us to be deemed a "controlled
 company" under the rules of NYSE American.

 Because
 insiders control our activities, that may cause us to act us in a manner that is most beneficial to them and not to outside shareholder
 which could cause us not to take actions that outside shareholders might view favorably.

 We
 are dependent upon our management, founders, key personnel, and consultants to execute our business plan, and many of them have concurrent
 responsibilities at other companies.

 There
 are limitations on the liability of our directors.

 We
 can issue future series of shares of preferred stock without shareholder approval which could adversely affect the rights of common
 shareholders.

 Our
 securities are considered a penny stock, and therefore are subject to the penny stock rules, as such, U.S. broker-dealers may be
 discouraged from effecting transactions in our securities.

 We
 have not paid dividends in the past and do not expect to pay dividends in the foreseeable future.

 RISKS
RELATED TO OUR BUSINESS

 Our
future profitability is uncertain.

 We
have incurred losses in recent quarters. Because we operate in a highly competitive industry, we have difficulty predicting our future
operating results, and we cannot be certain that our revenue will grow at rates that will allow us to reach or maintain profitability
on a quarterly or annual basis.

 We have incurred recurring
losses and may not be profitable in the future. Our plans to maintain and increase liquidity may not be successful. The report of the
independent registered public accounting firm includes a going concern uncertainty explanatory paragraph.

 We have a history of operating
losses and negative cash flow in operating activities. We have incurred recurring net losses, including net losses from operations before
income taxes of $16.1 million and $10.0 million for the years ended December 31, 2023 and 2022, respectively, and we had an accumulated
deficit of $12.9 million at December 31, 2023. These factors raise substantial doubt as to our ability to continue as a going concern,
and our independent registered public accounting firm has included a going concern uncertainty explanatory paragraph in their report for
2023. Our cash needs will depend on numerous factors, including our revenues, completion of our product development activities, customer
and market acceptance of our product, and our ability to reduce and control costs. We expect to devote substantial capital resources to,
among other things, fund operations and continue development plans. 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.

 We
have incurred significant losses, we expect to incur losses in the future, and we may not be able to generate sufficient revenue to achieve
and maintain profitability.

 For the year ended December 31, 2023, we incurred net losses of $16.1 million.
We expect to continue to incur significant expenses and operating losses for the foreseeable future as we broaden our customer base, develop
our retail and wholesale distribution platforms, and we make expenditures in an effort to enhance our existing online direct-to-consumer
website. Historically, we have devoted most of our financial and other resources on sales and marketing; continued expansion of our business;
and general administration expenses, including legal, accounting, and other expenses. We may not succeed in increasing our revenues, which
historically have been reliant on our online direct-to-consumer website, in a manner that will be sufficient to offset these higher expenses.
Any failure to increase our revenues as we implement initiatives to grow our business could prevent us from achieving profitability. We
cannot be certain that we will be able to achieve profitability on a quarterly or annual basis, if at all. If we are unable to address
these risks and difficulties as we encounter them, our business, financial condition, and results of operations may suffer.

 All
of the current brands and products that we sell and promote are owned or controlled by our Chief Executive Officer and we may lose all
of our business at any time.

 All
of the current brands and products that we sell and promote are owned or controlled by Jas Mathur, our Chief Executive Officer. If Mr.
Mathur chooses, on behalf of his companies and/or brands, to terminate all of the agreements he has with us, we will effectively lose
all of our current business. All of our licensing agreements with our current marketed brands were entered into in 2021 and have five-year
terms, whereby the licensors are not able to terminate the agreement with us except "for cause." However, all such licensing
agreements only grant us a non-exclusive license to manufacture, market, and distribute the brand's products. Therefore, there
is a possibility that the brands could work with other companies to manufacture, market, and distribute their products or replace us
entirely. If this occurs, our revenues will significantly decline or stop completely. In addition, the trademarks for our name, "Limitless
X," and logo, are owned by entities that are owned or controlled by Mr. Mathur. In the event that he chooses to restrict our use
of these trademarks, we will not be able to use our name and logo and would have to change our name.

 We
may not be able to successfully continue the business of Prime Time Live.

 As
a result of the LimitlessX Acquisition, we also acquired the business of Prime Time Live, Inc. ("PTL"), a digital marketer
and service provider in the event industry. A major part of our business plan is to integrate the PTL platform with our offered services
so that we can establish a more robust in-house digital marketing arm that we can utilize when promoting our customers' brands
and products. If we are not able to manage the integration of the PTL business successfully or cost effectively incorporate PTL's
platform, systems, and workflow with our brands' existing marketing plans, our business, financial condition, results of operations,
and prospects could be adversely affected.

 If
we fail to cost-effectively acquire new consumers or retain our existing consumers, our business could be adversely affected.

 Our
success depends on our ability to attract new customers and engage existing customers cost-effectively. To acquire and engage customers,
we must, among other things, promote and sustain our platform, and provide high-quality products, user experiences, and customer service.
If customers do not perceive our e-commerce service or products to be reliable and of high quality, if we fail to introduce new and improved
products, or if we introduce new products that are not favorably received by the market, we may not be able to attract or retain customers.

 We
have historically acquired a significant number of our customers through digital advertising on social media. The advertisers we utilize
may terminate their agreements with us at any time or introduce factors beyond our control, such as such as adjustments to algorithms
that may decrease user engagement or negatively affect our ability to reach a broad audience; increases in pricing; and changes in policies
that may delay or prevent our advertising through these channels, all of which could impact our ability to attract new customers.

 We
have marketing initiatives designed to acquire customers through increased search engine optimization and streaming digital video services.
These new acquisition channels may not perform as well as our historical social media advertising channels. Our efforts to diversify
customer acquisition channels may not be effective, which could negatively affect our results of operations.

 Customer
acquisition costs may fluctuate and rise on the channels that have been successful for us historically and on new channels that we are
introducing. Rising costs may limit our ability to expand or maintain our customer acquisition efforts which could negatively affect
our results of operations.

 Other
factors may reduce our ability to acquire, maintain, and further engage with customers, including the effectiveness of our marketing
efforts and other expenditures we make to continue to acquire new customers and maintain and increase engagement with existing customers;
system updates to advertising platforms; changes in search algorithms by search engines; the development of new search engines or social
media sites that reduce traffic on existing search engines and social media sites; and consumer behavior changes as a result of the COVID-19
pandemic or otherwise.

 Moreover,
consumer preferences may change, and customers may not purchase through our marketplace as frequently or spend as much with us as historically
has been the case. As a result of these potential changes, the revenue generated from customer transactions may not be as high as revenue
generated from transactions historically.

 We
must expend resources to maintain consumer awareness of our brand, build brand loyalty and generate interest in our products. Our marketing
strategies and channels will evolve, and our efforts may or may not be successful.

 To
remain competitive and expand and keep market share for our products across our various channels, we need to increase our marketing and
advertising spending. Substantial advertising and promotional expenditures may be required to maintain or improve our brands' market
position or to introduce new products to the market. An increase in our marketing and advertising efforts may not maintain our current
reputation, lead to increased brand awareness, or attract new customers. If we are unable to maintain and promote a favorable perception
of our brand and products on a cost-effective basis, our business, financial condition, results of operations, and prospects could be
adversely affected.

 Use
of social media and influencers may materially and adversely affect our reputation or subject us to fines or other penalties.

 We
use third-party social media platforms as, among other things, marketing tools. We also maintain relationships with many social media
influencers and engage in sponsorship initiatives. As existing e-commerce and social media platforms continue to rapidly evolve and new
platforms develop, we must continue to maintain a presence on these platforms and establish presences on new or emerging popular social
media platforms. If we are unable to cost-effectively use social media platforms as marketing tools or if the social media platforms,
we use change their policies or algorithms, we may not be able to fully optimize such platforms, and our ability to maintain and acquire
customers and our financial condition may suffer.

 Furthermore,
as laws and regulations and public opinion rapidly evolve to govern the use of these platforms and devices, the failure by us, our employees,
our network of social media influencers, our sponsors or third parties acting at our direction to abide by applicable laws and regulations
in the use of these platforms and devices or otherwise could subject us to regulatory investigations, class action lawsuits, liability,
fines or other penalties and have a material adverse effect on our business, financial condition and operating results.

 In
addition, an increase in the use of social media for product promotion and marketing may cause an increase in the burden on us to monitor
compliance of such materials and increase the risk that such materials could contain problematic product or marketing claims in violation
of applicable regulations. For example, in some cases, the FTC has sought enforcement action where an endorsement has failed to clearly
and conspicuously disclose a financial relationship or material connection between an influencer and an advertiser.

 We
do not prescribe what our influencers post, and if we were held responsible for the content of their posts or their actions, we could
be fined or forced to alter our practices, which could have an adverse impact on our business.

 Negative
commentary regarding us, our products or influencers and other third parties who are affiliated with us may be posted on social media
platforms and may be adverse to our reputation or business. Influencers with whom we maintain relationships could engage in behavior
or use their platforms to communicate directly with our customers in a manner that reflects poorly on our brand and may be attributed
to us or otherwise adversely affect us. It is not possible to prevent such behavior, and the precautions we take to detect this activity
may not be effective in all cases. Our target consumers often value readily available information and often act on such information without
further investigation and without regard to its accuracy. The harm may be immediate without affording us an opportunity for redress or
correction.

 If
we fail to retain existing customers, or fail to maintain average order value levels, we may not be able to maintain our revenue base
and margins, which would have a material adverse effect on our business and operating results.

 A
significant portion of our net sales are generated from sales to existing customers. If existing customers no longer find our product
offerings appealing, or if we are unable to timely update our product offerings to meet current trends and customer demands, our existing
customers may make fewer or smaller purchases in the future. A decrease in the number of our customers who make repeat purchases or a
decrease in their spending on the merchandise we offer could negatively impact our operating results. Further, we believe that our future
success will depend in part on our ability to increase sales to our existing customers over time, and if we are unable to do so, our
business may suffer. If we fail to generate repeat purchases or maintain high levels of customer engagement and average order value,
our growth prospects, operating results, and financial condition could be materially adversely affected.

 Traffic
to our e-commerce webpages and conversion rates may decline.

 In
order to generate online customer traffic, we depend heavily on e-mailed catalogs, outbound emails, and an affiliate program. Our sales
volume and e-commerce webpages traffic generally may be adversely affected by, among other things, a change in any of the above-mentioned
dependencies as well as economic downturns, system failures, competition from other internet retailers, and non-internet retailers. A
reduction in traffic to the e-commerce webpages as a result of these or any other factors could have a material adverse effect on our
business, results of operations, and financial condition. In addition, e-commerce webpages sales conversion rates may decline due to,
among other things, system failures and our ability to effectively predict and respond to changing trends and consumer demands, and to
translate market trends into appropriate, saleable product offerings in a timely manner, all of which could also have a material adverse
effect on our business, results of operations, and financial condition.

 We
must effectively manage our vendors to minimize inventory risk and maintain our margins.

 We
seek to avoid maintaining high inventory levels in an effort to limit the risk of outdated merchandise and inventory write-downs. If
we underestimate quantities demanded by our customers and our vendors cannot restock, then we may disappoint customers who may then turn
to our competitors. We require many of our vendors to meet minimum restocking requirements, but if our vendors cannot meet these requirements
and we cannot find alternative vendors, we could be forced to carry more inventory than we have in the past. Our risk of inventory write-downs
would increase if we were to hold large inventories of merchandise that prove to be unpopular.

 We
rely on third parties for some essential business operations and services, and disruptions or failures in service or changes in terms
may adversely affect our ability to deliver goods and services to our customers.

 We
currently depend on third parties for important aspects of our business, such as printing, shipping, paper supplies, and operation of
our e-commerce webpages and customer support. We have limited control over these third parties, and we are not their only client. In
addition, we may not be able to maintain satisfactory relationships with any of these third parties on acceptable commercial terms. Further,
we cannot be certain that the quality or cost of products and services that they provide will remain at currents levels or the levels
needed to enable us to conduct our business efficiently and effectively.

 Our
business, including our costs and supply chain, is subject to risks associated with sourcing, manufacturing, warehousing, distribution,
infrastructure, and logistics to third-party providers, and the loss of any of our key suppliers or logistical service providers could
negatively impact our business.

 All
of the products we offer are supplied or manufactured by a limited number of third-party suppliers and manufacturers, and as a result
we may be subject to price fluctuations or supply disruptions. Our operating results would be negatively impacted by increases in the
costs of our products, and we have no guarantees that costs will not rise. In addition, as we expand into new categories and product
types, we expect that we may not have strong purchasing power in these new areas, which could lead to higher costs than we have historically
seen in our current categories. We may not be able to pass increased costs on to consumers, which could adversely affect our operating
results. Moreover, in the event of a significant disruption in the supply of the materials used in the manufacture of the products we
offer, we and the vendors that we work with might not be able to locate alternative suppliers of materials of comparable quality at an
acceptable price.

 In
addition, products and merchandise we receive from manufacturers and suppliers may not be of sufficient quality or free from damage,
or such products may be damaged during shipping, while stored in our warehouse fulfillment centers or with third-party ecommerce or retail
customers or when returned by consumers. We may incur additional expenses and our reputation could be harmed if consumers and potential
consumers believe that our products do not meet their expectations, are not properly labelled, or are damaged. Quality control problems
could also result in regulatory action, such as FDA Warning Letters, restrictions on importation, product liability litigation, product
seizures, products of inferior quality or product stock outages or shortages, harming our sales and creating inventory write-downs for
unusable products.

 We
purchase significant amounts of product from a limited number of suppliers with limited supply capabilities. There can be no assurance
that our current suppliers will be able to accommodate our anticipated growth or continue to supply current quantities at preferential
prices. We generally do not maintain long-term supply contracts with any of our suppliers and any of our suppliers could discontinue
selling to us at any time. An inability of our existing suppliers to provide materials in a timely or cost-effective manner could impair
our growth and have an adverse effect on our business, financial condition, results of operations, and prospects.

 We
rely or may rely on software-as-a-service ("SaaS") technologies from third parties in order to operate critical functions
of our business, including financial management services, payment processing, customer relationship management services, website platform
services, ecommerce services, email services, supply chain services, and data storage services. If these services become unavailable
due to extended outages or interruptions or because they are no longer available on commercially reasonable terms or prices or for any
other reason, or if we fail to migrate successfully to new services, our expenses could increase, our ability to manage our finances
could be interrupted, our processes for managing sales of our offerings and supporting our consumers could be impaired, our ability to
communicate with our suppliers could be weakened and our ability to access or save data stored to the cloud may be impaired until equivalent
services, if available, are identified, obtained, and implemented, all of which could have an adverse effect on our business, financial
condition, results of operations, and prospects.

 We
utilize cloud services from third-party data center facilities operated by AWS and Cloudflare. Any damage to, failure of, or interference
with our cloud service that is hosted by us, AWS, Cloudfare, or by third-party providers we may utilize in the future, whether as a result
of our actions, actions by the third-party data centers, actions by other third parties, or acts of nature, could result in interruptions
in our cloud service and/or the loss of our or our customers' data, including personal information. Impairment of, or interruptions
in, our cloud services may subject us to claims and litigation and adversely affect our ability to attract new customers. Our business
will also be harmed if our customers and potential customers believe our services are unreliable. Additionally, any limitation of the
capacity of our data centers could impede our ability to scale, onboard new customers, or expand the usage of existing customers, which
could adversely affect our business, financial condition, and results of operations. While we have disaster recovery arrangements in
place, our preparations may not be adequate to account for disasters or similar events that may occur in the future and may not effectively
permit us to continue operating in the event of any problems with respect to our systems or those of our third-party data centers or
any other third-party facilities. Our disaster recovery and data redundancy measures may be inadequate, and our business interruption
insurance may not be sufficient to compensate us for the losses that could occur.

 If
any of our key suppliers becomes insolvent, ceases or significantly reduces its operations, or experiences financial distress, or if
any environmental, economic, or other outside factors impact their operations, our operations could be substantially disrupted. If we
are unable to identify or enter into distribution relationships with new suppliers or to replace the loss of any of our existing suppliers,
we may experience a competitive disadvantage, our business may be disrupted and our business, financial condition, results of operations,
and prospects could be adversely affected.

 If
our third-party suppliers and manufacturers do not comply with ethical business practices or with applicable laws and regulations, our
reputation, business, financial condition, results of operations, and prospects could be harmed.

 We
continually seek to expand our base of suppliers, especially as we identify new products that necessitate new or additional materials.
We also require our new and existing suppliers to meet our ethical and business partner standards. Suppliers may also have to meet governmental
and industry standards and any relevant standards required by our consumers, which may require additional investment and time on behalf
of suppliers and us.

 Our
reputation and our consumers' willingness to purchase our products depend in part on our suppliers', manufacturers',
and retail partners' compliance with ethical employment practices, such as with respect to child labor, wages and benefits, forced
labor, discrimination, safe and healthy working conditions, and with all legal and regulatory requirements relating to the conduct of
their businesses. We do not exercise control over our suppliers, manufacturers, and retail partners and cannot guarantee their compliance
with ethical and lawful business practices. If our suppliers, manufacturers, or retail partners fail to comply with applicable laws,
regulations, safety codes, employment practices, human rights standards, quality standards, environmental standards, production practices,
or other obligations, norms, or ethical standards, our reputation and brand image could be harmed, and we could be exposed to litigation,
investigations, enforcement actions, monetary liability, and additional costs that would harm our reputation, business, financial condition,
results of operations, and prospects.

 Shipping
is a critical part of our business and any changes in our shipping arrangements or any interruptions in shipping could adversely affect
our operating results.

 We
rely on several vendors for our shipping requirements. If we are not able to negotiate acceptable pricing or other terms with these vendors
or if they experience performance problems or other difficulties, it could negatively impact our operating results and our consumer experience.
Rising shipping costs and the imposition of surcharges from time to time could negatively impact our operating results. In addition,
our ability to receive inbound inventory and ship products to consumers and retailers may be negatively affected by inclement weather,
fire, flood, power loss, earthquakes, labor disputes, acts of war or terrorism, trade embargoes, customs and tax requirements, and similar
factors. We are also subject to risks of damage or loss during delivery by our shipping vendors. If our products are not delivered in
a timely fashion or are damaged or lost during delivery, our consumers could become dissatisfied and cease shopping on our site or retailer,
which could have an adverse effect on our business, financial condition, operating results, and prospects.

 We
are subject to risks related to online payment methods, including third-party payment processing-related risks.

 We
currently accept payments using a variety of methods, including credit card, debit card, and gift cards. As we offer new payment options
to consumers, we may be subject to additional regulations, compliance requirements, fraud, and other risks. We also rely on third parties
to provide payment processing services, and for certain payment methods, we pay interchange and other fees, which may increase over time
and raise our operating costs and affect our ability to achieve or maintain profitability. We are also subject to payment card association
operating rules and certification requirements, including the Payment Card Industry Data Security Standard, or PCI-DSS, and rules governing
electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. If we (or a third
party processing payment card transactions on our behalf) suffer a security breach affecting payment card information, we may have to
pay onerous and significant fines, penalties and assessments arising out of the major card brands' rules and regulations, contractual
indemnifications, or liability contained in merchant agreements and similar contracts, and we may lose our ability to accept payment
cards for payment for our goods and services, which could materially impact our operations and financial performance.

 Furthermore,
as our business changes, we may be subject to different rules under existing standards, which may require new assessments that involve
costs above what we currently pay for compliance. As we offer new payment options to consumers, including by way of integrating emerging
mobile and other payment methods, we may be subject to additional regulations, compliance requirements, and fraud. If we fail to comply
with the rules or requirements of any provider of a payment method we accept, if the volume of fraud in our transactions limits or terminates
our rights to use payment methods we currently accept, or if a data breach occurs relating to our payment systems, we may, among other
things, be subject to fines or higher transaction fees and may lose, or face restrictions placed upon, our ability to accept credit card
payments from consumers or facilitate other types of online payments. In addition, our customers could lose confidence in certain payment
types, which may result in a shift to other payment types or potential changes to our payment systems that may result in higher costs.

 We
also occasionally receive orders placed with fraudulent data and we may ultimately be held liable for the unauthorized use of a cardholder's
card number in an illegal activity and be required by card issuers to pay charge-back fees. Charge-backs result not only in our loss
of fees earned with respect to the payment, but also leave us liable for the underlying money transfer amount. If our charge-back rate
becomes excessive, card associations also may require us to pay fines or refuse to process our transactions. In addition, we may be subject
to additional fraud risk if third-party service providers or our employees fraudulently use consumer information for their own gain or
facilitate the fraudulent use of such information. Overall, we may have little recourse if we process a criminally fraudulent transaction.
If we fail to adequately control fraudulent credit card transactions, we may face civil liability, diminished public perception of our
security measures, and significantly higher credit card-related costs, each of which could harm our business, results of operations and
financial condition.

 Merchandise
returns could harm our business.

 We
allow our customers to return products, subject to our return policy. If the rate of merchandise returns increases significantly or if
merchandise return economics become less efficient, our business, financial condition, and operating results could be harmed. Further,
we modify our policies relating to returns from time to time, which may result in customer dissatisfaction or an increase in the number
of product returns. From time to time our products are damaged in transit, which can increase return rates and harm our brands.

 Our
operations are currently dependent on a single warehouse and distribution center, and the loss of, or disruption in, the warehouse and
distribution center and other factors affecting the distribution of merchandise could have a material adverse effect on our business
and operations.

 Our
warehouse and fulfillment/distribution functions are currently primarily handled from a single facility. Our current fulfillment/distribution
operations are dependent on the continued use of this facility. Any significant interruption in the operation of the warehouse and fulfillment/
distribution center due to COVID-19 restrictions, natural disasters, accidents, system issues or failures, or other unforeseen causes
that materially impair our ability to access or use our facility, could delay or impair the ability to distribute merchandise and fulfill
online orders, which could cause sales to decline.

 We
also depend upon third-party carriers for shipment of a significant amount of merchandise directly to our customers. An interruption
in service by these third-party carriers for any reason could cause temporary disruptions in business, a loss of sales and profits, and
other material adverse effects.

 Our
revenues and income could decline due to general economic trends and declines in consumer spending.

 Our
revenues are largely generated by discretionary consumer spending. Consumer spending tends to decline during recessionary periods and
may also decline at other times. Accordingly, our revenues could decline during any general economic downturn.

 We
face risks related to recession, inflation, weak growth, and other economic conditions.

 Customer
demand for our products may be impacted by weak economic conditions, inflation, weak growth, recession, equity market volatility, or
other negative economic factors in the United States or other nations. For example, under these conditions, potential customers may delay
or cancel purchases of our products. Further, in the event of a recession, our manufacturing partners, suppliers, and other third-party
partners may suffer their own financial and economic challenges and as a result they may demand pricing accommodations, delay payment,
or become insolvent, which could harm our ability to meet our customer demands or otherwise could harm our business, financial condition,
and results of operations. Similarly, disruptions in financial and credit markets may impact our ability to manage normal commercial
relationships with our customers, suppliers, and lenders and might cause us to not be able to access sources of liquidity, and our borrowing
costs could increase. If general macroeconomic conditions deteriorate, our business, financial condition, and results of operations could
be materially and adversely affected.

 In
addition, we are also subject to risk from inflation and increasing market prices of certain supplies and raw materials, which are incorporated
into our products or used by our suppliers to manufacture our products. These components, supplies, and commodities may from time to
time become restricted, or general market factors and conditions may affect pricing of such components, supplies and commodities, such
as inflation or supply chain constraints.

 Changes
in the economy could have a detrimental impact on our business.

 Changes
in the general economic climate could have a detrimental impact on our revenue. It is possible that recessionary pressures and other
economic factors (such as declining incomes, future potential rising interest rates, higher unemployment, and tax increases) may adversely
affect our business. Any of such events or occurrences could have a material adverse effect on our financial results.

 Increases
in labor costs, including wages, could adversely affect our business, financial condition, and results of operations.

 Labor
is a significant portion of our cost structure and is subject to many external factors, including unemployment levels, prevailing wage
rates, minimum wage laws, potential collective bargaining arrangements, health insurance costs and other insurance costs, and changes
in employment and labor legislation or other workplace regulation. From time to time, legislative proposals are made to increase the
federal minimum wage in the United States, as well as the minimum wage in California and a number of other states and municipalities,
and to reform entitlement programs, such as health insurance and paid leave programs. As minimum wage rates increase or related laws
and regulations change, we may need to increase not only the wage rates of our minimum wage employees, but also the wages paid to our
other hourly or salaried employees. Any increase in the cost of our labor could have an adverse effect on our business, financial condition,
and results of operations or if we fail to pay such higher wages we could suffer increased employee turnover. Increases in labor costs
could force us to increase prices, which could adversely impact our sales. If competitive pressures or other factors prevent us from
offsetting increased labor costs by increases in prices, our profitability may decline and could have a material adverse effect on our
business, financial condition, and results of operations.

 We
face competition in our market from various companies, most of which have greater financial, technical, and other resources than us.

 We
face significant competition from other marketing companies, and our operating results could suffer if we fail to compete effectively.
The marketing industry is intensely competitive and subject to rapid and significant change. We have competitors both in the United States
and internationally, including major marketing companies. Many of our competitors have substantially greater financial, technical, and
other resources, such as larger staff and experienced marketing and manufacturing organizations. These companies may obtain market acceptance
more rapidly than we can and may be more effective in selling and marketing their products and services as well. Smaller or early-stage
companies may also prove to be significant competitors, particularly through collaborative arrangements with large, established companies.
Our ability to compete depends, in part, upon a number of factors outside our control, including the ability of our competitors to develop
products and services that are superior. Competition may increase further as a result of greater availability of capital for investment
in these industries. Our competitors may succeed in developing, acquiring, or licensing similar products or services that we may develop.
If we fail to successfully compete in our market, or if we incur significant expenses in order to compete, it could have a material adverse
effect on our results of operations.

 Our
business model is evolving.

 Our
business model is unproven and is likely to continue to evolve. Accordingly, our initial business model may not be successful and may
need to be changed. Our ability to generate significant revenues will depend, in large part, on our ability to successfully market our
products to potential users who may not be convinced of the need for our products and services or who may be reluctant to rely upon third
parties to develop and provide these products. We intend to continue to develop our business model as our market continues to evolve.

 If
we fail to maintain and enhance awareness of our brand, our business and financial results could be adversely affected.

 We
believe that maintaining and enhancing awareness of our brand is critical to achieving widespread acceptance and success of our business.
We also believe that the importance of brand recognition will increase due to the relatively low barriers to entry in our market. Maintaining
and enhancing our brand awareness may require us to spend increasing amounts of money on, and devote greater resources to, advertising,
marketing, and other brand-building efforts and these investments may not be successful. Further, even if these efforts are successful,
they may not be cost-effective. If we are unable to continuously maintain and enhance our media presence, our market may decrease and
we may fail to attract advertisers and subscribers, which could in turn result in lost revenues and adversely affect our business and
financial results.

 An
inability to maintain and enhance product image could harm our business.

 It
is important that we maintain and enhance a positive perception of any new products. The image and reputation of our products may be
impacted for various reasons including, but not limited to, bad publicity, litigation, and complaints from regulatory bodies. Such problems,
even when unsubstantiated, could be harmful to our image and the reputation of our products. These claims may not be covered by our insurance
policies. Any resulting litigation could be costly for us, divert management attention, and could result in increased costs of doing
business, or otherwise have a material adverse effect on our business, results of operations, and financial condition. Any negative publicity
generated could damage our reputation and diminish the value of our brand, which could have a material adverse effect on our business,
results of operations, and financial condition. Deterioration in our brand equity (brand image, reputation, and product quality) may
have a material adverse effect on our financial results.

 We
could face liability for information displayed via our e-commerce webpages and our other websites.

 We
may be subjected to claims for defamation, negligence, copyright or trademark infringement, or based on other theories relating to the
information we publish on our e-commerce webpages and on any of our websites. These types of claims have been brought, sometimes successfully,
against similar companies in the past. Based on links we provide to third-party websites, we could also be subjected to claims based
upon online content we do not control that is accessible from our e-commerce webpages.

 The
actual or perceived failure by us or our vendors to comply with applicable privacy and data protection laws, regulations, or industry
standards could have an adverse effect on our business, financial condition, results of operations, and prospects.

 We
collect, store, share, use, retain, safeguard, transfer, analyze, and otherwise process, and our vendors process on our behalf, personal
information, confidential information and other information necessary to provide and deliver our products through our e-commerce channel
to operate our business, for legal and marketing purposes, and for other business-related purposes. Collection and use of this information
might raise privacy and data protection concerns, which could negatively impact our business. Data privacy and information security has
become a significant issue in the United States, Europe, and elsewhere. The legal and regulatory framework for privacy and security issues
is rapidly evolving and is expected to increase our compliance costs and exposure to liability. There are numerous federal, state, local,
and international laws, orders, codes, rules, regulations, and regulatory guidance regarding privacy, information security, and processing
(collectively, "Data Protection Laws"), the number and scope of which is changing, subject to differing applications and
interpretations, and which may be inconsistent among jurisdictions, or in conflict with other rules, laws, or obligations (collectively,
"Data Protection Obligations"). Therefore, the regulatory framework for privacy and data protection worldwide is, and is
likely to remain, uncertain and complex for the foreseeable future, and our actual or perceived failure to address or comply with applicable
Data Protection Laws and Data Protection Obligations could have an adverse effect on our business, financial condition, results of operations,
and prospects. We also expect that there will continue to be new Data Protection Laws and Data Protection Obligations, and we cannot
yet determine the impact such future Data Protection Laws and Data Protection Obligations may have on our business. Any significant change
to Data Protection Laws and Data Protection Obligations, including without limitation, regarding the manner in which the express or implied
consent of consumers for processing is obtained, could increase our costs and require us to modify our operations, possibly in a material
manner, which we may be unable to complete and may limit our ability to store and process consumer data and operate our business.

 We
are or may also be subject to the terms of our external and internal privacy and security policies, codes, representations, certifications,
industry standards, publications, and frameworks (collectively, "Privacy Policies") and contractual obligations to third
parties related to privacy, information security and processing, including contractual obligations to indemnify and hold harmless third
parties from the costs or consequences of non-compliance with Data Protection Laws or Data Protection Obligations.

 We
may not be successful in achieving compliance if our employees, partners, or vendors do not comply with applicable Data Protection Laws,
Privacy Policies, and Data Protection Obligations. If we or our vendors fail (or are perceived to have failed) to comply with applicable
Data Protection Laws, Privacy Policies, and Data Protection Obligations, or if our Privacy Policies are, in whole or part, found to be
inaccurate, incomplete, deceptive, unfair, or misrepresentative of our actual practices, our business, financial condition, results of
operations, and prospects could be adversely affected.

 In
the United States, our obligations include rules and regulations promulgated under the authority of the Federal Trade Commission (the
"FTC"), the Electronic Communications Privacy Act, the Computer Fraud and Abuse Act, the California Consumer Privacy Act
(the "CCPA") and other state and federal laws relating to privacy and data security. The CCPA, which took effect on January
1, 2020, requires companies that process information of California residents to make new disclosures to consumers about their data collection,
use and sharing practices, allows consumers to opt out of the sale of personal information with third parties, and prohibits covered
businesses from discriminating against California residents (for example, charging more for services) for exercising any of their rights
under the CCPA. The law also provides a private right of action and statutory damages for certain data breaches that result in the loss
of personal information. This private right of action is expected to increase the likelihood of, and risks associated with, data breach
litigation. However, it remains unclear how various provisions of the CCPA will be interpreted and enforced. Therefore, the CCPA may
increase our compliance costs and potential liability.

 In
addition, California voters recently approved the California Privacy Rights Act of 2020 (the "CPRA") that went into effect
on January 1, 2023. The CPRA significantly modifies the CCPA and imposes additional data protection obligations on companies doing business
in California, resulting in further complexity. The law, among other things, gives California residents the ability to limit the use
of their sensitive information, provides for penalties for CPRA violations concerning California residents under the age of 16, and establishes
a new California Privacy Protection Agency to implement and enforce the law. The effects of this legislation are far-reaching and may
impact our business. Some observers have noted that the CCPA could mark the beginning of a trend toward more stringent privacy legislation
in the United States, which could increase our potential liability and adversely affect our business, financial condition, results of
operations, and prospects.

 Other
jurisdictions in the United States have already passed or are considering laws similar to the CCPA and CPRA, with potentially greater
penalties and more rigorous compliance requirements relevant to our business. Many state legislatures have already adopted legislation
that regulates how businesses operate online, including measures relating to privacy, data security, data breaches, and the protection
of sensitive and personal information. For example, on March 2, 2021, Virginia enacted the Virginia Consumer Data Protection Act (the
"CDPA"), a comprehensive privacy statute that shares similarities with the CCPA, CPRA, and legislation proposed in other
states. The CDPA required us to incur additional costs and expenses to comply with it before it became effective on January 1, 2023.
June 2021, Colorado also enacted a similar law, the Colorado Privacy Act (the "CPA"), which becomes effective on July 1,
2023. Many other states are currently considering proposed comprehensive data privacy legislation and all 50 states have passed at least
some form of data privacy legislation (for example, all 50 states have enacted laws requiring disclosure of certain personal data breaches).

 At
the federal level, the United States Congress is also considering various proposals for comprehensive federal data privacy legislation
and, while no comprehensive federal data privacy law currently exists, we are subject to applicable existing federal laws and regulations,
such as the rules and regulations promulgated under the authority of the FTC, which regulates unfair or deceptive acts or practices,
including with respect to data privacy and security. These state statutes, and other similar state or federal laws, may require us to
modify our data processing practices and policies and incur substantial compliance-related costs and expenses.

 We
rely on a variety of marketing techniques and practices, including email and social media marketing, online targeted advertising, cookie-based
processing, and postal mail to sell our products and services and to attract new consumers, and we and our vendors, are subject to various
current and future Data Protection Laws and Data Protection Obligations that govern marketing and advertising practices. Governmental
authorities continue to evaluate the privacy implications inherent in the use of third-party "cookies" and other methods
of online tracking for behavioral advertising and other purposes, such as by regulating the level of consumer notice and consent required
before a company can employ cookies or other electronic tracking tools or the use of data gathered with such tools. Additionally, some
providers of consumer devices, web browsers and application stores have implemented, or announced plans to implement, means to make it
easier for Internet users to prevent the placement of cookies or to block other tracking technologies, require additional consents, or
limit the ability to track user activity, which could if widely adopted result in the use of third-party cookies and other methods of
online tracking becoming significantly less effective. Laws and regulations regarding the use of these cookies and other current online
tracking and advertising practices or a loss in our ability to make effective use of services that employ such technologies could increase
our costs of operations and limit our ability to acquire new consumers on cost-effective terms, which, in turn, could have an adverse
effect on our business, financial condition, results of operations, and prospects.

 Government
regulation of the internet and ecommerce is evolving and unfavorable changes or failure by us to comply with these regulations could
have an adverse effect on our business, financial condition, results of operations, and prospects.

 We
are subject to general business regulations and laws as well as regulations and laws specifically governing the internet and ecommerce,
including consumer protection regulations that regulate retailers and govern the promotion and sale of merchandise. Existing and future
regulations and laws could impede the growth of the Internet, ecommerce, or mobile commerce, which could in turn adversely affect our
growth. These regulations and laws may involve taxes, tariffs, privacy and data security, anti-spam, content protection, electronic contracts
and communications, consumer protection, sales practices, subscription programs, and internet neutrality. It is not clear how existing
laws governing issues such as property ownership, sales and other taxes and consumer privacy apply to the Internet as the vast majority
of these laws were adopted prior to the advent of the Internet and do not contemplate or address the unique issues raised by the internet
or ecommerce. It is possible that general business regulations and laws, or those specifically governing the internet or ecommerce, may
be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our
practices. We cannot be sure that our practices have complied, comply, or will comply fully with all such laws and regulations. Any failure,
or perceived failure, by us to comply with any of these laws or regulations could result in damage to our reputation, a loss in business,
and proceedings or actions against us by governmental entities, customers, suppliers or others. Any such proceeding or action could hurt
our reputation, force us to spend significant amounts in defense of these proceedings, distract our management, increase our costs of
doing business, decrease the use of our website and mobile applications by customers and suppliers, and may result in the imposition
of monetary liabilities and burdensome injunctions that could, for example, require changes to our business practices. We may also be
contractually liable to indemnify and hold harmless third parties from the costs or consequences of noncompliance with any such laws
or regulations. As a result, adverse developments with respect to these laws and regulations could have an adverse effect on our business,
financial condition, results of operations, and prospects.

 (See
also "Government Regulations" for additional risks.)

 Advertising
inaccuracies or product mislabeling may have an adverse effect on our business by exposing us to lawsuits, product recalls or regulatory
enforcement actions, increasing our operating costs and reducing demand for our product offerings.

 Many
products that we sell are labeled and advertised with claims as to their origin, ingredients, or health, wellness, environmental or other
benefits, including, by way of example, the use of the term "natural" or "organic" or similar synonyms or implied
statements relating to such benefits. The FTC's Guides for The Use Of Environmental Marketing Claims (the "Green Guides")
provide guidance on how to use environmental marketing claims, provide specific guidance for certain terms (e.g., "recyclable"),
and recommend against using unqualified statements about environmental benefits such as "eco-friendly." Although the FDA
and the USDA each have issued statements regarding the appropriate use of the word "natural," there is no single, U.S. government
regulated definition of the term "natural" for use in the consumer and personal care industry.

 Consumer
class actions, actions from industry groups such as the National Advertising Division of the Better Business Bureau, and public enforcement
actions have been brought against numerous companies that market "natural," "sustainable," or other ecologically
conscious products or ingredients, asserting false, misleading, and deceptive advertising and labeling claims.

 These
suits often identify ingredients or components of a product for which certain marketing claims may not be fully accurate and claim that
their presence in the product renders the statements false and deceptive. For example, some actions concerning "natural"
claims have focused on the presence of genetically modified and/or synthetic ingredients or components in products, including synthetic
forms of otherwise natural ingredients.

 (See
"Government Regulations.")

 Many
of our products are subject to regulatory enforcement.

 -

 The
 FDA regulates product labels and other product claims for the consumer products subject to its jurisdiction and has the authority
 to challenge product labels and claims that it believes are non-compliant or false or misleading, through the use of a variety of
 enforcement tools (e.g., Warning Letters, untitled letters, and seizure actions). In limited circumstances, the FDA has taken regulatory
 action against products labeled "natural" but that nonetheless contain synthetic ingredients or components.

 -

 The
 FTC has the authority to challenge claims made in product advertising and requires that such claims are adequately substantiated
 prior to use. The FTC similarly has enforcement tools that it uses to challenge advertising claims that it deems non-compliant with
 the law.

 -

 The
 USDA enforces federal standards for organic production and use of the term "organic" on product labeling. These laws
 prohibit a company from selling or labeling products as organic unless they are produced and handled in accordance with the applicable
 federal law. Failure to comply with these requirements may subject us to liability or regulatory enforcement. Consumers may also
 pursue state law claims challenging use of the organic label as being intentionally mislabeled or misleading or deceptive to consumers.

 State
and local regulators also have the authority to prosecute false advertising cases, including relating to environmental marketing claims.
Current and potential competitors may make similar claims, which may result in action and inquiries to us from state and federal regulators
and governments.

 Should
we become subject to actions regarding our branding or product marketing, consumers may avoid purchasing products from us or seek alternatives,
even if the basis for the claim is unfounded. Moreover, any regulatory or government enforcement actions may trigger class action lawsuits
under state consumer protection laws.

 Adverse
publicity about these matters may discourage consumers from buying our products. The cost of defending against any such claims could
be significant and we may incur substantial costs remediating product claims in labeling and advertising if we are unsuccessful in defending
such actions. Any loss of confidence on the part of consumers in the truthfulness of our labeling, advertising or ingredient claims would
be difficult and costly to overcome and may significantly reduce our brand value. Any of these events could adversely affect our reputation
and brand and decrease our sales, which could have an adverse effect on our business, financial condition, results of operations, and
prospects.

 False
or misleading marketing claims concerning a product's registration or its efficacy may also create the risk for challenges under
federal or state law.

 (See
"Government Regulations.")

 We
are subject to a number of other laws and regulations, which could impact our business.

 We
are subject to a broad range of federal, state, local, and foreign laws and regulations intended to protect public and worker health
and safety, natural resources, the environment, and consumers. Our operations are subject to regulation by the Occupational Safety and
Health Administration ("OSHA"), the FDA, the CPSC, the USDA, the FTC, and by various other federal, state, local and foreign
authorities regarding the manufacture, processing, packaging, storage, sale, order fulfillment, advertising, labeling, import and export
of our products. In addition, we and our manufacturing partners are subject to additional regulatory requirements, including state, local
and foreign environmental, health and safety legislative and regulatory authorities and the National Labor Relations Board, covering
such areas as discharges and emissions to air and water, the use, management, disposal and remediation of, and human exposure to, hazardous
materials and wastes, and public and worker health and safety, and Current Good Manufacturing Practice requirements ("GMPs")
enforced by the FDA.

 In
addition, as the provider of products with a subscription-based element, a variety of laws and regulations govern the ability of users
to cancel subscriptions and auto-payment renewals. California's automatic renewal law in particular has been the basis for both
consumer class actions and government enforcement.

 Violations
of or liability under any of these laws and regulations may result in administrative, civil, or criminal fines, penalties, or sanctions
against us, revocation or modification of applicable permits, licenses, or authorizations, environmental, health and safety investigations
or remedial activities, voluntary or involuntary product recalls, warning or untitled letters or cease and desist orders against operations
that are not in compliance, among other things. Such laws and regulations generally have become more stringent over time and may become
more so in the future, and we may incur (directly or indirectly through our manufacturing partners) material costs to comply with current
or future laws and regulations or in any required product recalls.

 Liabilities
under, and/or costs of compliance, and the impacts on us of any non-compliance, with or investigations under any such laws and regulations
could have an adverse effect on our business, financial condition, results of operations, and prospects.

 Failure
by our network of retail and ecommerce partners, suppliers, or manufacturers to comply with product safety, environmental, or other laws
and regulations, or with the specifications and requirements of our products, may disrupt our supply of products and adversely affect
our business.

 If
our network of retail and ecommerce partners, suppliers, or manufacturers fail to comply with environmental, health and safety, or other
laws and regulations, or face allegations of non-compliance, their operations may be disrupted and our reputation could be harmed. Additionally,
our retail and ecommerce partners, suppliers, and manufacturers are required to maintain the quality of our products and to comply with
our standards and specifications. In the event of actual or alleged non-compliance, we might be forced to find alternative retail or
ecommerce partners, suppliers, or manufacturers and we may be subject to lawsuits and/or regulatory enforcement actions related to such
non-compliance by the suppliers and manufacturers. As a result, our supply of products could be disrupted or our costs could increase,
which could adversely affect our business, financial condition, results of operations, and prospects. The failure of any partner or manufacturer
to produce products that conform to our standards could adversely affect our reputation in the marketplace and result in product recalls,
product liability claims, government, or third-party actions, or economic loss. For example, a manufacturer's failure to meet GMPs
could result in the delivery of a product that is subject to a product recall, product liability litigation, or government investigations
and enforcement. Additionally, actions we may take to mitigate the impact of any disruption or potential disruption in our supply of
materials or finished inventory, including increasing inventory in anticipation of a potential supply or production interruption, could
have an adverse effect on our business, financial condition, results of operations, and prospects.

 Our
future financial performance and our ability to commercialize our products and services and to compete effectively will depend, in part,
on our ability to manage any future growth effectively.

 If
our operations expand as planned, we will need to manage additional relationships with various strategic partners, suppliers, and other
third parties. Our future financial performance and our ability to commercialize our products and services and to compete effectively
will depend, in part, on our ability to manage any future growth effectively. To that end, we must be able to manage our development
efforts effectively and hire, train, and integrate additional management, administrative and sales and marketing personnel. Our projected
growth will place a significant strain on our administrative, operational, and financial resources. If we are unable to successfully
manage our future growth, establish and continue to upgrade our operating and financial control systems, recruit and hire necessary personnel,
or effectively manage unexpected expansion difficulties, our financial condition and results of operations could be materially and adversely
affected.

 Our
operating plan relies in large part upon our assumptions and analyses. If these assumptions or analyses prove to be incorrect, our actual
operating results may be materially different from our forecasted results.

 Whether
actual operating results and business developments will be consistent with our expectations and assumptions as reflected in our operating
plan depends on a number of factors, many of which are outside our control, including, but not limited to:

 whether
 we can obtain sufficient capital to sustain and grow our business;

 our
 ability to manage our growth;

 results
 of our research and development activity;

 demand
 for our current and proposed products;

 competition;

 our
 ability to retain existing key management and consultants, to integrate recent hires, and to attract, retain, and motivate qualified
 personnel; and

 the
 overall strength and stability of domestic and international economies.

 Unfavorable
changes in any of these or other factors, most of which are beyond our control, could materially and adversely affect our business, results
of operations, and financial condition.

 Acts
of war or terrorism may seriously harm our business.

 Acts
of war, any outbreak or escalation of hostilities between the United States and any foreign power, or acts of terrorism may cause disruption
to the U.S. economy or the local economies of the markets in which we operate, cause shortages of materials, increase costs associated
with obtaining materials, affect job growth and consumer confidence, or cause economic changes that we cannot anticipate, all of which
could reduce demand for our products and services and adversely impact our business, prospects, liquidity, financial condition, and results
of operations.

 RISKS
RELATED TO OUR ORGANIZATION AND STRUCTURE

 We
have authorized and designated Class A Preferred Convertible Stock, which have voting rights of 60% of our common stock at all times.

 We
have 500,000 shares of our Class A Preferred Convertible Stock authorized and outstanding. The Class A Preferred Convertible Stock have
60% super majority voting rights over our common stock. At this time, all shares of the Class A Preferred Convertible Stock are issued
to our CEO, Jaspreet Mathur. Therefore, at all times, our CEO will have voting control over all decisions requiring majority vote or
consent.

Mathur, our Chief Executive Officer, owns greater than 50% of our voting securities which will cause us to be deemed a "controlled
company" under the rules of NYSE American.

 As
a result of his ownership of all issued and outstanding shares of our Class A Preferred Convertible Stock, as well as ownership of our
Common Stock, Mr. Mathur, our Chief Executive Officer currently holds approximately 87% of our voting securities (and will continue to
own at least 60% of our voting stock at all times, including after our offering), and as such, we are a "controlled company"
under the NYSE American Listing Rules. Under these rules, a company of which more than 50% of the voting power is held by an individual,
a group, or another company is a "controlled company" and, as such, may elect to be exempt from certain corporate governance
requirements.

 Accordingly,
should the interests of Mr. Mathur differ from those of other shareholders, the other shareholders may not have the same protections
afforded to shareholders of companies that are subject to all of the NYSE American corporate governance standards. Even if we do not
avail ourselves of these exemptions, our status as a controlled company could make our common stock less attractive to some investors
or otherwise harm our stock price.

 Because
insiders control our activities, that may cause us to act us in a manner that is most beneficial to them and not to outside shareholder
which could cause us not to take actions that outside shareholders might view favorably.

 Our
officers, directors, and holders of 5% or more of our issued and outstanding common stock beneficially own approximately 78.2% of our
issued and outstanding common stock and our CEO owns all of the Class A Preferred Convertible Stock. As a result, insiders and particularly
our CEO effectively control all matters requiring shareholder approval, including the election of directors, the approval of significant
corporate transactions, such as mergers and related party transaction. These insiders also have the ability to delay or perhaps even
block, by their ownership of our stock, an unsolicited tender offer. This concentration of ownership could have the effect of delaying,
deterring or preventing a change in control that you might view favorably.

 We
are dependent upon our management, founders, key personnel, and consultants to execute our business plan, and many of them have concurrent
responsibilities at other companies.

 Our
success is heavily dependent upon the continued active participation of our current executive officers as well as other key personnel
and consultants. Many of them have concurrent responsibilities at other entities. Some of the advisors and consultants, and others to
whom our ultimate success may be reliant have not signed contracts with us and may not ever do so. Loss of the services of one or more
of these individuals could have a material adverse effect upon our business, financial condition, or results of operations. Further,
our success and achievement of our growth plans depend on our ability to recruit, hire, train, and retain other highly qualified personnel.
Competition for qualified employees and consultants among companies in the applicable industries is intense, and the loss of any of such
persons, or an inability to attract, retain, and motivate any additional highly skilled employees and consultants required for the initiation
and expansion of our activities, could have a materially adverse effect on it.

 We
do not have any key person life insurance policies on any of our officers or employees.

 We
are dependent upon our officers and key employees to conduct our operations and execute our business plan. However, we have not purchased
any life insurance policies for any individuals in the event of their death or disability. Therefore, should any of those officers and
key employees die or become disabled, we will not receive any compensation that would assist with such person's absence. The loss
of such person could negatively affect us and our operations.

 There
are limitations on the liability of our directors.

 Delaware
General Corporation Laws exclude personal liability of our directors and our shareholders for monetary damages for breach of fiduciary
duty except in certain specified circumstances. Accordingly, we will have a much more limited right of action against our directors than
otherwise would be the case. This provision does not affect the liability of any director under federal or applicable state securities
laws. Our charter documents also provide for the indemnification of directors to the fullest extent permitted by law and, to the extent
permitted by such law, eliminate or limit the personal liability of directors for monetary damages for certain breaches of fiduciary
duty. Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers, or persons controlling
us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.

 We
have agreed to indemnification of officers and directors as is allowed by Delaware General Corporation Law.

 Delaware
General Corporation Law provides for the indemnification of our directors, officers, employees, and agents, under certain circumstances,
against attorney's fees and other expenses incurred by them in any litigation to which they become a party arising from their association
with us or activities our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or
agents, upon such person's promise to repay us therefore if it is ultimately determined that any such person shall not have been
entitled to indemnification. This indemnification policy could result in substantial expenditures by us that we will be unable to recoup.

 Our
officers and directors may have conflicts of interests as to corporate opportunities which we may not be able or allowed to participate
in.

 Presently
there is no requirement contained in our charter documents or minutes which requires officers and directors of our business to disclose
to us business opportunities which come to their attention. Our officers and directors do, however, have a fiduciary duty of loyalty
to us to disclose to us any business opportunities which come to their attention, in their capacity as an officer and/or director or
otherwise. Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and director
of another company. See Certain Relationships and Related Party Transactions."

 RISKS
RELATED TO OWNERSHIP OF OUR SECURITIES

 We
can issue future series of shares of preferred stock without shareholder approval which could adversely affect the rights of common shareholders.

 Our
Certificate of Incorporation, as amended, permits our board of directors to establish the rights, privileges, preferences and restrictions,
including voting rights, of future series of preferred stock and to issue such stock without approval from our shareholders. The rights
of holders of common stock may suffer as a result of the rights granted to holders of preferred stock that may be issued in the future.
In addition, we could issue preferred stock to prevent a change in control, depriving common shareholders of an opportunity to sell their
stock at a price in excess of the prevailing market price.

 If
we are unable to implement and maintain effective internal control over financial reporting, investors may lose confidence in the accuracy
and completeness of our financial reports, which could adversely affect the market price of our common stock.

 We
have identified material weaknesses in our internal control over financial reporting. These material weaknesses relate to the fact that
we do not maintain a comprehensive policies and procedures manual designed to establish internal controls over financial reporting to
reduce the risk of publishing materially misstated financial statements, as well as define responsibilities and segregate incompatible
duties to reduce the risk of unauthorized transactions.

 As
a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such
internal controls. A material weakness is defined in the standards established by the Public Company Accounting Oversight Board (United
States) as a deficiency, or an acquisition of deficiencies, in internal control over financial reporting such that there is a reasonable
possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely
basis. The process of designing, implementing and testing the internal control over financial reporting required to comply with this
obligation is time consuming, costly, and complex. If we fail to increase and maintain the number and expertise of our staff for our
accounting and finance functions and to improve and maintain internal control over financial reporting adequate to meet the demands upon
us as a public company, including the requirements of the Sarbanes-Oxley Act, we may be unable to report our financial results accurately
and prevent fraud. In addition, we cannot be certain that any such steps we undertake will successfully remediate any material weaknesses
or that other material weaknesses and control deficiencies will not be discovered in the future. If our remediation efforts are not successful
or other material weaknesses or control deficiencies occur in the future, we may be unable to report our financial results accurately
or on a timely basis, which could cause our reported financial results to be materially misstated and result in the loss of investor
confidence or delisting and cause our stock price to decline. As a result of such failures, we could also become subject to investigations
by any over-the-counter market where our stock may trade, the SEC, or other regulatory authorities, and become subject to litigation
from investors and shareholders, any of which could harm our reputation and financial condition, and divert financial and management
resources. Even if we are able to report our consolidated financial statements accurately and timely, if we do not make all the necessary
improvements to address the material weaknesses, continued disclosure of our material weaknesses will be required in future filings with
the SEC, which could reduce investor confidence in our reported results and our cause our stock price to decline.

 Our
stock price may be volatile.

 Our
common stock may be subject to rapid and substantial price volatility. Contributing to this risk of volatility are a number of factors.
First, our shares of common stock are likely to be more sporadically and thinly traded than that of larger, more established companies.
As a consequence of this lack of liquidity, the trade of relatively small quantities of shares by our shareholders may disproportionately
influence the price of those shares in either direction. The price of our common stock could, for example, decline precipitously in the
event that a large number of our shares are sold on the market without commensurate demand as compared to a seasoned issuer that could
better absorb those sales without adverse impact on its stock price. Second, we are a speculative investment due to our limited operating
history, not being profitable, and engaging in a new business strategy with no guarantee of its success. As a consequence of this enhanced
risk, shareholders, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more
inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a larger,
more established company that has a relatively large public float.

 In
addition, the market price of our common stock is also subject to significant fluctuations in response to, among other factors:

 quarterly
 variations in our results of operations or those of our competitors;

 announcements
 by us or our competitors of acquisitions, new products, significant contracts, commercial relationships or capital commitments;

 disruption
 to our operations or those of other sources critical to our operations;

 the
 emergence of new competitors or new products;

 our
 ability to develop and market new and enhanced products on a timely basis;

 seasonal
 or other variations in our subscriber base;

 commencement
 of, or our involvement in, litigation;

 dilutive
 issuances of our stock or the stock of our subsidiaries, or the incurrence of additional debt;

 changes
 in our board or management;

 adoption
 of new or different accounting standards;

 changes
 in earnings estimates or recommendations by securities analysts; and

 general
 economic conditions and slow or negative growth of related markets.

 Many
of these factors are beyond our control and may decrease the market price of our common stock. Such volatility, including any stock run-ups,
may be unrelated or disproportionate to our actual or expected operating performance and financial condition or prospects, making it
difficult for prospective investors to assess the rapidly changing value of our common stock.

 Furthermore,
the stock market in general, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate
to the operating performance of those companies. Broad market and industry factors, as well as general economic, political and market
conditions such as recessions or interest rate changes, may seriously affect the market price of our common stock, regardless of our
actual operating performance.

 Further,
in the past, following periods of volatility in the overall market and the market prices of particular companies' securities, securities
class action litigations have often been instituted against these companies. Litigation of this type, if instituted against us, could
result in substantial costs and a diversion of our management's attention and resources. Any adverse determination in any such
litigation or any amounts paid to settle any such actual or threatened litigation could require that we make significant payments.

 There
has been a limited public market for our common stock and there is no assurance that a more active, liquid and orderly trading market
will develop for our common stock or what the market price of our common stock will be.

 There
is and has been a limited public market for shares of our common stock on the OTCQB. Until our common stock is listed on a national market
or a broader exchange, we anticipate that it will remain quoted on the OTCQB. In this venue, investors may find it difficult to obtain
accurate quotations as to the market value of our common stock. In addition, if we fail to meet the criteria set forth in SEC regulations,
various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and
accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling our common stock, which may
further affect liquidity. This could also make it more difficult to raise additional capital.

 Our
stock is thinly traded.

 The
shares of our common stock are thinly-traded. We are a small company which is relatively unknown to stock analysts, stockbrokers, institutional
shareholders and others in the investment community that generate or influence sales volume, and that even if we came to the attention
of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as ours or purchase
or recommend the purchase of any of our securities until such time as we became more seasoned and viable. As a consequence, there may
be periods of several days or more when trading activity in our securities is minimal or non-existent, as compared to a seasoned issuer
which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on securities
prices. We cannot give you any assurance that a broader or more active public trading market for our securities will develop or be sustained,
or that any trading levels will be sustained. Due to these conditions, we can give shareholders no assurance that they will be able to
sell their shares at or near ask prices or at all if they need money or otherwise desire to liquidate their securities.

 Our
securities are considered a penny stock, and therefore are subject to the penny stock rules, as such, U.S. broker-dealers may be discouraged
from effecting transactions in our securities.

 Our
securities are subject to the penny stock rules under the Exchange Act. The SEC rules define a "penny stock," as any equity
security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires broker-dealers that derive more than 5% of
their customer transaction revenues from transactions in penny stocks to deliver a standardized risk disclosure document that provides
information about penny stocks and the nature and level of risks in the penny stock market to any non-institutional customer to whom
the broker-dealer recommends a penny stock transaction. The broker-dealer must also provide the customer with the current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the
market value of each penny stock held in the customer's account. The bid and offer quotations and the broker-dealer and salesperson
compensation information must be given to the customer orally or in writing before completing the transaction and must be given to the
customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that before a transaction,
the broker and/or dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and
receive the purchaser's written agreement to the transaction. The transaction costs associated with penny stocks are high, reducing
the number of broker-dealers who may be willing to engage in the trading of our securities. These additional penny stock disclosure requirements
are burdensome and may reduce all the trading activity in the market for our securities. As long as our securities are subject to the
penny stock rules, holders of our securities may find it more difficult to sell their securities and cause a decline in the market value
of our stock.

 Our
shareholders may suffer future dilution due to issuances of shares for our convertible securities and various considerations in the future.

 We
currently have outstanding notes with the aggregate original principal amount of $12,175,000 with a 6% per annum interest rate, a maturity
date of one year from issuance, and an automatic conversion upon the effectiveness of registration of such notes on a registration statement
filed with the SEC. Upon conversion of the notes and the potential issuance of 49,065,120 shares of common stock, there will be substantial
dilution of the current shareholders. There may also be substantial dilution to our shareholders as a result of future decisions of the
board of directors to issue shares without shareholder approval for cash, services, or acquisitions.

 We
have not paid dividends in the past and do not expect to pay dividends in the foreseeable future.

 We
have never paid cash dividends on our securities and do not anticipate paying cash dividends in the foreseeable future. We currently
intend to retain our future earnings, if any, to finance the development and expansion of our business. The determination to pay dividends
will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements,
restrictions contained in any financing instruments, and such other factors as our board of directors deems relevant in its discretion.

 We
rely significantly on information technology and any failure, inadequacy, or security lapse of that technology, including any cybersecurity
incidents, could harm us.

 We
believe that companies have been increasingly subject to a wide variety of security incidents, cyberattacks and other attempts to gain
unauthorized access. These threats can come from a variety of sources, ranging in sophistication from an individual hacker to a state-sponsored
attack. Cyber threats may be generic, or they may be custom-crafted against our information systems. Over the past few years, cyber-attacks
have become more prevalent and much harder to detect and defend against. Several key areas of our business depend on the use of information
technologies, including production, manufacturing, marketing, and logistics, as well as clinical and regulatory matters. We also utilize
systems that allow for the secure storage and transmission of proprietary or confidential information regarding our customers, employees,
and others, including personal information. If we fail to maintain or protect our information systems and data integrity effectively,
we could have problems in determining product cost estimates and establishing appropriate pricing, have difficulty preventing, detecting,
and controlling fraud, have disputes with physicians, and other health care professionals, have regulatory sanctions or penalties imposed,
have increases in operating expenses, incur expenses or lose revenues as a result of a data privacy breach, or suffer other adverse consequences
and reputational damages. While we have invested in the protection of data and information technology, there can be no assurance that
our efforts or those of our third-party collaborators, if any, or manufacturers, to implement adequate security and quality measures
for data processing would be sufficient to protect against data deterioration or loss in the event of a system malfunction, or to prevent
data from being stolen or corrupted in the event of a security breach. Any such loss or breach could harm our business, operating results,
and financial condition. For a discussion of our management of cybersecurity risks, see Item 1C. "Cybersecurity-Risk Management"
and "-Governance. "

 ITEM
1B. UNRESOLVED STAFF COMMENTS.

 Not
applicable.

 ITEM
1C. CYBERSECURITY.

 Risks
related to Cybersecurity Incidents

 We
face significant risks related to cybersecurity threats, which could adversely affect our business, financial condition, and results
of operations. Cybersecurity incidents, including but not limited to unauthorized access, data breaches, and other malicious activities,
could result in the loss or theft of sensitive information, disruption of our operations, and damage to our reputation. While we have
implemented measures to protect our information systems, there can be no assurance that these measures will effectively prevent all cybersecurity
incidents.

 Specific
risks include, but are not limited to:

 1.

 Data
 Breaches: A breach of our information systems could lead to unauthorized access to customer or employee data, resulting in reputational
 harm and legal liabilities.

 2.

 Operational
 Disruption: Cybersecurity incidents could disrupt our operations, leading to delays in production, delivery, or fulfillment of customer
 orders.

 3.

 Intellectual
 Property Theft: Unauthorized access to our proprietary information could result in intellectual property theft, impacting our competitive
 position in the market.

 4.

 Regulatory
 and Legal Compliance: Cybersecurity incidents may subject us to regulatory investigations, legal claims, and penalties, affecting
 our compliance with applicable laws and regulations.

 5.

 Third-Party
 Relationships: Our reliance on third-party vendors and service providers exposes us to additional cybersecurity risks, and a security
 breach affecting these entities could impact our operations.

 Although,
to date, cybersecurity incidents have not materially impacted our business strategy, results of operations, or financial condition, there
can be no assurances that they will not do so in the future.

 Refer
to "Item 1A. Risk factors" in this Annual Report for additional information about cybersecurity-related risks.

 Risk
Management and Strategy

 Assessing,
Identifying, and Managing Material Cyber Threats

 We
have in place certain infrastructure, systems, policies, and procedures that are designed to proactively and reactively address circumstances
that arise when unexpected events such as a cybersecurity incident occur. These include processes for assessing, identifying, and managing
material risks from cybersecurity threats. We consult with external parties, such as cybersecurity firms and risk management and governance
experts, on risk management and strategy. We use a team of outside vendors and government services specializing in IT and cybersecurity
that provide expertise, tools, and methodologies to identify and assess vulnerabilities and potential threats. Automated tools and

 AI-based
user behavior analytics also support identification and management of cyber threats. Response to a broad category of threats is immediate
and automatic. Security personnel and members of our management are alerted when cyber threats or anomalies are detected. Persistent
threats or issues that, in the opinion of management, are material are immediately brought to the attention of our board of directors.

 In
the event of a detected cyber incident by 24/7 monitoring software or employee notification, our IT and cybersecurity provider performs
a detailed assessment of the incident, identifies the source of the problem, and resolves the issue as appropriate. If they are unable
to resolve the issue, the problem is escalated to our cybersecurity monitoring and detection software provider for resolution. Events
which are not routinely resolved by our IT and cybersecurity provider are brought to the attention of the board.

 In
order to mitigate risks of cybersecurity incidents, critical business and operational data are backed up at night and stored offsite
for security purposes and to restore data in the event of a breach. Additionally, we provide cybersecurity awareness training of our
employees, incident response personnel, and senior management.

 Governance

 Our
executive management team is primarily responsible for assessing and managing our material risks from cybersecurity threats.
Management supervises both our internal cybersecurity and IT related personnel, as well as our retained external cybersecurity
consultants and vendors. Additionally, they supervise efforts to prevent, detect, mitigate, and remediate cybersecurity risks and
incidents through various means, which may include briefing from internal or external security personnel; threat intelligence and
other information obtained from governmental, public or private sources, including external consultants or vendors engaged by us;
and alerts and reports produced by security tools deployed in our IT environment.

 Our
board of directors provides oversight and oversees management's processes for identifying
and mitigating risks, including cybersecurity risks, to help align our risk exposure with our strategic objectives. Two of our management have received training
 on cyber risk governance for public companies, regularly brief our board of directors on our cybersecurity and information
security posture as well as cybersecurity incidents deemed to have a moderate or higher business impact, even if viewed as immaterial
to us. As cyber threats evolve and become more sophisticated, we believe that the board's involvement in cybersecurity governance
ensures that we are adequately focused on resources and protecting the Company's assets and reputation.

 Vital
aspects of our cybersecurity governance that are currently in process or have been implemented include the following:

 Governance
 and Strategy: Management and the board ensure that our cybersecurity strategy is aligned with our
 business strategy.

 Risk
 Management and Oversight: Our board, as part of the board's enterprise risk management oversight,
 actively oversee our cybersecurity risk management framework, ensuring that material risks are identified, assessed, and mitigated.

 Resource
 Allocation:

 Budget
 Approval: The board reviews and approves cybersecurity budgets and resource allocations to ensure we have adequate resources to implement
 and maintain effective cybersecurity measures.

 Investment
 Decisions: The board, based upon recommendation of management or our external vendors and consultants, evaluates and approves significant
 investments in cybersecurity technologies, training, and talent.

 Compliance
 and Legal Obligations:

 Regulatory
 Compliance: Management and the board both play a role in overseeing compliance with relevant cybersecurity regulations and legal
 requirements.

 Legal
 Oversight: Management and the board ensure we have appropriate legal counsel to address cybersecurity-related issues, including breach
 notification requirements.

 Education
 and Awareness:

 Training
 and Awareness: Members of management and members of our board take reasonable steps to stay informed about cybersecurity trends,
 threats, and best practices through ongoing education and training. Management reviews Company employee training programs to ensure
 employees are being trained appropriately and kept up to date on evolving cyber trends.

 Board
 Training: Certain of our board members have received training to understand cybersecurity risks and their role in overseeing cybersecurity.

 Reporting
 and Communication:

 Periodic
 Updates: The board receives periodic updates from management, responsible staff regarding the
 Company's cybersecurity posture, incidents, and risk management efforts.

 Communication
 Strategy: Management, together with the board, are in the process of establishing a communication strategy for addressing cybersecurity
 disclosures with stakeholders, including customers, employees, and the public.

 Performance
 Evaluation: Included in the board's annual evaluation of the performance of the Company's chief executive officer is
 the effectiveness of implementing cybersecurity policy and measures, ensuring that cybersecurity policies and practices are effective
 and aligned with organizational goals.

 Cybersecurity
 Culture: The board fosters a cybersecurity-aware culture throughout the organization, supporting management's efforts to build
 risk management including cyber into the fabric of the operating culture.

 Despite
these efforts, the rapidly evolving nature of cybersecurity threats requires ongoing vigilance, and there can be no assurance that our
efforts will prevent all incidents.

 In
addition to the foregoing, management and the board are evaluating, and intend to implement, further cybersecurity related measures,
including without limitation developing a more robust internal policy framework, incident response plan, crisis management planning,
and third-party vendor assessments and contractual obligations for third parties that the Company engages with. The Company intends to
progress these efforts throughout 2024.

 ITEM
2. PROPERTIES

 Our
executive offices are located in Beverly Hills, California. We do not own any real property, but lease an office space consisting of
approximately 1900 square feet for all of our corporate and subsidiary locations. We believe that substantially all of our property and
equipment is in good condition, subject to normal wear and tear, and that our facilities have sufficient capacity to meet the current
needs of our business.

 ITEM
3. LEGAL PROCEEDINGS

 There
are currently no actions, suits, proceedings, inquiries or investigation before or by any court, public board, government agency, self-regulatory
organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against
or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries' officers or directors
in their capacities as such, in which an adverse decision could have a material adverse effect other than disclosed in our financial
statements.

 From
time to time, the Company is involved in legal proceedings. The Company records a liability for those legal proceedings when it determines
it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company also discloses when
it is reasonably possible that a material loss may be incurred, however, the amount cannot be reasonably estimated. From time to time,
the Company may enter into discussions regarding settlement of these matters, and may enter into settlement agreements, if it believes
settlement is in the best interest of the Company and its shareholders.

 The
following is a summary of our current outstanding litigation:

 Mentom
 Eyewear Inc. – A legal action was filed in the Los Angeles Superior Court against
 Limitless X Holdings Inc., four of its officers, and an unrelated company, alleging the breach
 of an Implied In-Fact Agreement and other causes of action related to that alleged agreement
 such as conversion, fraud and unjust enrichment, Mentom Eyewear Inc. v. Limitless X Holdings
 Inc., et al., Case Number 23STCV24681. We believe that there was no such agreement,
 and that the plaintiff has no legal standing to bring such a matter against the Company or
 its officers. The case is moving into the discovery phase where we believe the true
 facts will lead to a dismissal; however, if the case continues, we will vigorously defend
 against such claims as it is our position that the allegations are not supported by the facts.
 No liability has been recorded for these litigations because the Company believes that any
 such liability is not probable and reasonably estimable at this time.

 Harpo
 Inc. – A legal action was filed in the Central District of California
 against Limitless X Inc. and two of its officers along with Emblaze One, Inc., alleging trademark
 infringement and dilution, unfair competition, false advertising, and violation of the right
 of publicity, all based on allegations that one of our advertisements contained the unauthorized use
 of a celebrity's name and intellectual property, Harpo Inc. and OW Licensing Company LLC
 v. Emblaze One, Inc., et al., Case Number 2:23-cv-04459 VAP (ASx). Any exposure stemming
 from this action would be subject to indemnity from the advertising network responsible for
 the ads in question. We have not yet filed a responsive pleading in this action as
 we are attempting a global settlement; however, if unable to settle we will defend the case
 vigorously and will attempt a contractual and equitable indemnity claim against the advertiser.
 No liability has been recorded for this litigation because the Company believes that any
 such liability is not reasonably estimable at this time.

 ITEM
4. MINE SAFETY DISCLOSURE

 Not
applicable.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
Information

 Our
common stock is currently trading on the OTCQB under the symbol "VYBE." The closing price of our common stock on the OTCQB
on April 10, 2024 was $0.51.

 Holders

 As
of the date of this Annual Report, there are approximately 68 record holders of 3,977,497 shares of our common stock and 500,000 shares
of Class A Preferred Stock.

 Transfer
Agent and Registrar

 Our
transfer agent is Mountain Share Transfer, Inc., 2030 Powers Ferry Rd. SE, Suite # 212, Atlanta, Georgia 30339. Their telephone number
is (404) 474-3110.

 Performance
Graph and Purchases of Equity Securities

 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.

 Dividends

 As
of the filing of this Annual Report, we have not paid any dividends to shareholders. There are no restrictions which would limit our
current ability to pay dividends on common stock or that are likely to do so in the future. The Delaware General Corporation Law, however,
does prohibit us from declaring dividends where, after giving effect to the distribution of the dividend, we would not be able to pay
our debts as they become due in the usual course of business, or our total assets would be less than the sum of our total liabilities
plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the
dividend.

 Securities
Authorized for Issuance Under Equity Compensation Plans.

 In
2020, we adopted our 2020 Stock Incentive Plan. A total of 2,222 shares of common stock are reserved for the 2020 Stock Incentive Plan.

August 9, 2022, we adopted our 2022 Incentive and Nonstatutory 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 us. A total of 833,333 shares of common stock is reserved for the 2022 Stock Option Plan. As of the date of this
Annual Report, there have been no options granted under the 2022 Stock Option Plan.

August 9, 2022, we adopted our 2022 Restricted Stock Plan (the "2022 Restricted Stock Plan"). Under the 2022 Restricted Stock
Plan, the Board of Directors may grant restricted stock to officers, directors, and key employees. A total of 833,333 shares of common
stock is reserved for the 2022 Restricted Stock Plan. As of the date of this Annual Report, there have been no shares of common stock
granted under the 2022 Restricted Stock Plan.

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 There
were no issuer purchases of equity securities during the year ended December 31, 2023.

 Recent
Issuance of Unregistered Securities

 Other than the below, we
had no sales of unregistered securities in 2023 that have not been previously disclosed in a Current Report on Form 8-K or Quarterly
Report on Form 10-Q.

 The Company
has received $9,175,000 from 12 accredited investors pursuant to the Convertible Note Offering during 2022 and additional one
accredited investor for $500,000 during 2023. The convertible notes have a conversion rate of $0.25 per share of common stock. The
notes have maturity dates of one year from issuance. The interest rate of the notes is 6% per annum. The notes are convertible into
shares of common stock at the option of the holder. On October 1, 2023, the Company entered into Conversion Agreements with each of
the convertible noteholders to convert their respective notes into shares of Class B Preferred Stock. Pursuant to the Conversion
Agreements, each noteholder agreed to receive one share of Class B Preferred Stock for each $2.00 of principal and unpaid interest
accrued through the closing date of the Conversion Agreement. As of the closing date of the Conversion Agreement, and each of them,
no portion of any of the Notes had been converted into shares of the Company's common stock. On October 23, 2023, pursuant to
the Conversion Agreements, the Company planned to issue an aggregate of 10,349,097 shares of Class B Preferred Stock before the
completion of this offering and extinguish $9,675,000 of convertible debt including accumulated interest as of October 23, 2023 in
the amount of $674,097. As of December 31, 2023, Class B Preferred Stock has not been registered.

 In
connection with each of the following unregistered sales and issuances of securities, except as otherwise provided below, the Company
relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act for transactions not involving a public
offering.

 Reverse
Stock Split

 On
December 19, 2022, we filed a Certificate of Amendment of Amended and Restated Certificate of Incorporation effecting a 1-for-30 reverse
stock split (the "Reverse Stock Split").

 As
a result of the Reverse Stock Split, the total number of shares of common stock held by each shareholder was converted automatically
into the number of whole shares of common stock equal to (i) the number of shares of common stock held by such shareholder immediately
prior to the Reverse Split, divided by (ii) 30, and then rounded up to the nearest whole number. No fractional shares were issued, and
no cash or other consideration was paid to any shareholder. Instead, we issued one whole share of the post-Reverse Stock Split common
stock to any shareholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.

 Except
for our historical financial statements and unless otherwise stated, all option, share, and per share information gives effect to the
Reverse Stock Split.

 ITEM
6. RESERVED

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Forward-Looking
Statements and Associated Risks.

 This
Annual Report 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 Annual Report 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," or "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;
technological advances and failure to successfully develop business relationships. (See "Cautionary Note Concerning Forward-Looking
Statements.")

 OVERVIEW

 We
are a multinational consumer packaged goods company that specializes in developing and offering 'Look Good, Feel Great' products,
specifically within the nutrition and beauty industry, through direct response advertising and our distinctive and highly successful
celebrity-backed brand awareness strategies. We possess unique capabilities to greatly enhance the reputation and impact of brands, due
to our extensive knowledge and expertise in digital marketing and our successful track record in launching new consumer products.

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

 For
accounting purposes, the Merger 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 Merger, the historical financial information for periods
prior to the Merger 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").

 Reverse
Stock Split

December 19, 2022, we completed a reverse stock split of our outstanding common stock upon the filing of our Certificate of Amendment
of Amended and Restated Certificate of Incorporation effecting a 1-for-30 reverse stock split (the "Reverse Stock Split").
No fractional shares were or will be issued in connection with the reverse stock split, and all such fractional shares resulting from
the reverse stock split were and will be rounded up to the nearest whole number. The shares issuable upon the exercise of our outstanding
warrants, and the exercise prices of such warrants, have been adjusted to reflect the reverse stock split. Unless otherwise noted, the
share and per share information in this Annual Report reflects the reverse stock split.

 Supply
Chain Disruption / COVID-19 Business Update

 Due
to the residual impact of the global COVID-19 pandemic, we have taken measures to secure our research and development activities, while
work in facilities has been organized to reduce the risk of COVID-19 transmission. The extent of the impact of the COVID-19 pandemic
on our business, operations and clinical development timelines and plans remains uncertain, and will depend on certain developments,
including the duration and spread of the outbreak and its impact on development, manufacturing process, supply chain, and other third
parties with whom we do business, as well as its impact on regulatory authorities and our key management personnel. While we are experiencing
limited financial impacts at this time, given the global economic slowdown, the overall disruption of global supply chains and the other
risks and uncertainties associated with the pandemic, our business, financial condition, and results of operations ultimately could be
materially adversely affected. Some of our suppliers have experienced delays in securing critical raw materials; while this has not materially
impacted their services, we have observed delays in certain activities. Therefore, we continue to closely monitor the COVID-19 pandemic
as we evolve our business continuity plans, clinical development plans and response strategy.

 General
and Administrative Expenses

 General
and administrative expenses consist of administrative functions, as well as fees paid for legal, consulting fees and facilities costs
not otherwise included in research and development expense. Legal costs include general corporate legal fees and patent costs. We expect
to incur additional expenses as a result of becoming a public company, including expenses related to compliance with the rules and regulations
of the SEC and NYSE, additional insurance, investor relations and other administrative expenses and professional services.

 RESULTS
OF OPERATION

 For
the Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022.

 Years Ended December 31,

 2023

 2022

 Changes

 % of

 % of

 Sales

 Sales

 %

 Product sales

 $
 15,443,148

 77.0
 %

 $
 40,364,955

 68.8
 %

 $
 (24,921,807
)

 -61.7
 %

 Service revenue

 4,597,933

 22.9
 %

 18,308,341

 31.2
 %

 (13,710,408
)

 -74.9
 %

 Rentals

 0.1
 %

 0.0
 %

 -

 0.0
 %

 Total revenue

 20,056,081

 100.0
 %

 58,688,296

 100.0
 %

 (38,632,215
)

 -65.8
 %

 Cost of sales

 Cost of sales

 4,064,933

 20.3
 %

 6,942,680

 11.8
 %

 (2,877,747
)

 -41.5
 %

 Cost of sales - other

 -

 0.0
 %

 0.0
 %

 (358
)

 -100.0
 %

 Total cost of sales

 4,064,933

 20.3
 %

 6,943,038

 11.8
 %

 (2,878,105
)

 -41.5
 %

 Gross profit

 15,991,148

 79.7
 %

 51,745,258

 88.2
 %

 (35,754,110
)

 -69.1
 %

 Operating expenses:

 General and administrative

 1,078,532

 5.4
 %

 1,938,640

 3.3
 %

 (860,108
)

 -44.4
 %

 Advertising and marketing

 19,416,622

 96.8
 %

 47,164,700

 80.4
 %

 (27,748,078
)

 -58.8
 %

 Stock compensation for services

 141,020

 0.7
 %

 1,117,782

 1.9
 %

 (976,762
)

 -87.4
 %

 Transaction fees

 1,159,896

 5.8
 %

 3,201,599

 5.5
 %

 (2,041,703
)

 -63.8
 %

 Merchant fees

 1,147,678

 5.7
 %

 2,459,670

 4.2
 %

 (1,311,992
)

 -53.3
 %

 Royalty fees

 416,140

 2.1
 %

 1,114,403

 1.9
 %

 (698,263
)

 -62.7
 %

 Professional fees

 1,515,065

 7.6
 %

 1,647,787

 2.8
 %

 (132,722
)

 -8.1
 %

 Payroll and payroll taxes

 3,587,300

 17.9
 %

 1,306,565

 2.2
 %

 2,280,735

 174.6
 %

 Rent

 159,216

 0.8
 %

 205,497

 0.4
 %

 (46,281
)

 -22.5
 %

 Bad debt expense

 2,666,835

 13.3
 %

 1,300,855

 2.2
 %

 1,365,980

 105.0
 %

 Consulting fees, related party

 10,000

 0.0
 %

 43,500

 0.1
 %

 (33,500
)

 -77.0
 %

 Total operating expenses

 31,298,304

 156.1
 %

 61,500,998

 104.8
 %

 (30,202,694
)

 -49.1
 %

 Income (loss) from operations

 (15,307,156
)

 -76.3
 %

 (9,755,740
)

 -16.6
 %

 (5,551,416
)

 56.9
 %

 Other income (expense)

 Interest expense

 (897,287
)

 -4.5
 %

 (348,017
)

 -0.6
 %

 (549,270
)

 157.8
 %

 Loss on debt settlement

 (142,551
)

 -0.7
 %

 -

 0.0
 %

 (142,551
)

 N/A

 Other income

 17,056

 0.1
 %

 57,756

 0.1
 %

 (40,700
)

 -70.5
 %

 Other expense

 (30,000
)

 -0.1
 %

 -

 0.0
 %

 (30,000
)

 N/A

 Gain on disposal of assets

 -

 0.0
 %

 28,397

 0.0
 %

 (28,397
)

 -100.0
 %

 Total other income (expense), net

 (1,052,782
)

 -5.2
 %

 (261,864
)

 -0.4
 %

 (790,918
)

 302.0
 %

 Income (loss) before income tax provision and gain on deconsolidation

 (16,359,938
)

 -81.6
 %

 (10,017,604
)

 -17.1
 %

 (6,342,334
)

 63.3
 %

 Gain on deconsolidation of subsidiaries

 241,365

 1.2
 %

 -

 0.0
 %

 241,365

 N/A

 Income (loss) before income tax provision

 (16,118,573
)

 -80.4
 %

 (10,017,604
)

 -17.1
 %

 (6,100,969
)

 60.9
 %

 Income tax provision

 -

 0.0
 %

 6,402

 0.0
 %

 (6,402
)

 -100.0
 %

 Net income (loss)

 $
 (16,118,573
)

 -80.4
 %

 $
 (10,024,006
)

 -17.1
 %

 $
 (6,094,567
)

 60.8
 %

Sales - Our product sales decreased by $24.9 million to $15.4 million for the year ended December 31, 2023 as compared to $40.4 million
for the year ended December 31, 2022. The sales decrease was primarily attributable to changing affiliate marketing strategy to in-house
sales through digital marketing. In 2023, there was a shift in our marketing strategies, including strategic advertisement placements
with celebrities rather than depending on affiliate marketers who charge significant amount of marketing and affiliate costs.

 Service
Revenue - Our service revenue decreased by $13.7 million to $4.6 million for the year ended December 31, 2023 as compared to $18.3
million for the year ended December 31, 2022. Our service revenue decrease was primarily due to a shift in our marketing strategies which
resulted in less digital marketing services from a decrease in number of customer transactions.

 Cost
of Sales

 Our
cost of sales decreased by $2.9 million, 41.5% of sales, to $4.1 million, 20.2% of sales. This increase was primarily due to decrease
in product revenue and a result of operations decreasing during the period. The Company's costs for freight, inventory, and other
supplies decreased as well. Going forward, management is expecting both the product sales and service revenue business to steadily improve
in terms of volumes and to remain stable.

 Gross
Profit

 Gross
profit for the year ended December 31, 2023 was $16.0 million or 79.7% of total revenue compared to $51.7 million and 88.2% of total
revenue for the year ended December 31, 2022. The decrease in gross profit of $35.7 million was primarily due to decrease product and
service revenue due to decrease in number of customer transactions and volume resulting from reduction in using affiliate third-party
marketing. Our gross margin decrease was primarily due to slight increase in product costs.

 Operating
Expenses

 During
the year ended December 31, 2023, we recognized $31.3 million in operating expenses compared to $61.5 million for the year ended December
31, 2022. The decrease of $30.2 million was due to decrease in advertising and marketing, transaction fees, merchant fees, royalty fees,
and bad debt expense.

 Our
 advertising and marketing expense decreased by $27.8 million due to a shift in marketing strategies to bring digital marketing in-house
 and decrease in spendings to performance marketers (affiliate marketing).

 The
 decrease in transaction fees and merchant fees are directly related to the increased number of transactions during the year.

 Income
(Loss) from Operations

 As
a result of the above, the Company had net loss from operations of $15.3 million for the year ended December 31, 2023, as compared to
a loss from operations of $9.8 million for the year ended December 31, 2022.

 Other
Income (Expense)

 For
the year ended December 31, 2023, the Company incurred other expense of $1.1 million related to interest expense of $0.9 million and
loss on debt settlement of $1.4 million compared to $3.5 million of interest expense for the year ended December 31, 2022.

 Net
Income (Loss)

 As
a result of the above, the Company generated a net loss of $16.1 million for the year ended December 31, 2023, as compared to a net loss
of $10.0 million for the year ended December 31, 2022.

 LIQUIDITY
AND CAPITAL RESOURCES

 We
have a history of operating losses and negative cash flow in operating activities. We have incurred recurring net losses, including net
losses from operations before income taxes of $16.1 million and $10.0 million for the years ended December 31, 2023 and 2022, respectively.
We used $0.1 million and $5.8 million of cash for operating activities the year ended December 31, 2023 and 2022, respectively, and we
had an accumulated deficit of $12.9 million at December 31, 2023. These factors raise substantial doubt as to our ability to continue
as a going concern, and our independent registered public accounting firm has included a going concern uncertainty explanatory paragraph
in their report for 2023.

 Cash Used in Operating Activities

 During
the year ended December 31, 2023, net cash used in operating activities was $6.9 million. The cash used in operating activities was primarily
due to net loss of $16.1 million off-set by increase in accounts payable, inventories and accrued expenses of $5.9 million and decrease
royalty payable of $1.1 million. During the year ended December 31, 2022 net cash used in operating activities was $9.1 million. The
cash used in operating activities was primarily due to net loss of $10.0 million off-set by increase in accounts payable and accrued
expenses and royalty payable of $2.9 million and decrease of inventories of $1.9 million.

 Cash
Provided by Investing Activities

 Net
cash used in financing activities for the years ended December 31, 2023 and 2022 was nil.

 Cash
Provided by Financing Activities

 Net
cash provided by financing activities for the year ended December 31, 2023 was $1.2 million. This amount was incurred by increased borrowings
from related parties, shareholders, and convertible debt. Net cash provided by financing activities for the year ended December 31, 2022
was $14.9 million. This amount was incurred by increased borrowings from related parties, shareholders, and convertible debt.

 CRITICAL
ACCOUNTING ESTIMATES

 The
preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United
States of America requires management to make judgments, assumptions and estimates that affect the amounts reported in our financial
statements and the accompanying notes. The amounts of assets and liabilities reported on our balance sheet and the amounts of revenues
and expenses reported for each of our fiscal periods are affected by estimates and assumptions, which are used for, but not limited to,
the accounting for revenue recognition, stock-based compensation and the valuation of deferred taxes. Actual results could differ from
these estimates. The following critical accounting policies are significantly affected by judgments, assumptions and estimates used in
the preparation of the financial statements:

Recognition

 We
recognize revenue when performance obligations under the terms of a contract with our customers are satisfied. We have determined that
fulfilling and delivering products is a single performance obligation. Revenue is recognized at the point in time when we have satisfied
our 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,

 While
customers generally have a right to return defective or non-conforming products, past experience has demonstrated that product returns
have been immaterial. 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.

 Our
customer contracts identify product quantity, price, and payment terms. Payment terms are granted consistent with industry standards.
Although some payment terms may be more extended, the majority of the our 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.

 ITEM
7A. 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
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 The
consolidated financial statements required by this item begin on page F-1 of this Annual Report and are incorporated herein by reference.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 No
events occurred requiring disclosure under Item 304 of Regulation S-K.

 ITEM
9A. CONTROLS AND PROCEDURES

 Our
management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer,
the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of
the end of the period covered by this Annual Report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer
has concluded that, as of December 31, 2023, our disclosure controls and procedures were effective in ensuring that information required
to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported
within the time periods specified in the rules and forms of the SEC and (ii) accumulated and communicated to our management, including
our principal executive and principal financial and accounting officers, or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure.

 CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING

 Other
than the hiring of a new Chief Financial Officer, there have been no changes in our internal controls over financial reporting identified
in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered
by this Annual Report that has materially affected or are reasonably likely to materially affect our internal controls and procedures
over financial reporting.

 MANAGEMENT'S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f)
under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally
accepted accounting principles. Any system of internal control, no matter how well designed, has inherent limitations, including the
possibility that a control can be circumvented or overridden and misstatements due to error or fraud may occur and not be detected. Also,
because of changes in conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of internal
control will provide only reasonable assurance that the objectives of the internal control system are met.

 Under
the supervision and with the participation of our management, including our principal executive officer and principal financial officer,
we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023, based on the
criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO"). Based on this evaluation, our management concluded that our internal control over financial reporting
was ineffective as of December 31, 2023.

 We
have identified material weaknesses in our internal control over financial reporting. These material weaknesses relate to the fact that
we do not maintain a comprehensive policies and procedures manual designed to establish internal controls over financial reporting to
reduce the risk of publishing materially misstated financial statements, as well as define responsibilities and segregate incompatible
duties to reduce the risk of unauthorized transactions. We believe 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 currently consists
only of a Chief Financial Officer, additional personnel will also create the proper segregation of duties and provide more checks and
balances within the department. Additional personnel can also provide the cross training needed to support us if personnel turnover issues
within the department occur. We believe that the hiring of additional accounting and financial personnel will eliminate or greatly decrease
any control and procedure issues we may encounter in the future. However, we cannot be certain that any such steps we undertake will
successfully remediate any material weaknesses or that other material weaknesses and control deficiencies will not be discovered 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.

 This
Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control
over financial reporting. Management's assessment was not subject to attestation by our independent registered public accounting
firm pursuant to rules of the SEC that permit us to provide only management's assessment in this Annual Report.

 ITEM
9B. OTHER INFORMATION

 None.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
applicable.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 Information
About our Executive Officers and Directors

 Our
business and affairs are organized under the direction of our board of directors, which currently consists of nine members. We currently
have five independent directors. Our directors will serve for one-year terms or until their successors are duly elected and qualified.
There will be no cumulative voting in the election of directors. Consequently, at each annual meeting, the successors to each of our
directors will be elected by a plurality of the votes cast at that meeting.

 Set
forth below are the names, ages, and positions of our directors and executive officers as of the date of this Annual Report.

 Name

 Age

 Position with the Company

 Date Joined the Company

 Chief Executive Officer and Chairman

 Kenneth Haller

 President and Director

 Benjamin Chung

 Chief Financial Officer

 Danielle Young

 Chief Operating Officer

 Rob Cucher

 VP of Legal Affairs

 Bharat Raj Mathur

 Amanda Saccomanno

 Dov Konetz

 Dan Fleyshman

 October 3, 2022

 Leon Anderson

 October 3, 2022

 Michael Braun

 January 11, 2023

 Hassan Iddrissu

 January 11, 2023

 Biographical
Information

 Directors
and Executive Officers

 The
following is a summary of certain biographical information of our current directors and executive officers.

Mathur – Chief Executive Officer and Chairman of the Board of Directors

 On
May 20, 2022, Jaspreet Mathur became our Chairman, Chief Executive Officer, and a member of our Board of Directors. In January 2011,
Mr. Mathur launched Kore Fit Living, a chain of retail stores across Canada specializing in sales of vitamins and supplements, sports
nutrition, athletic apparel and fitness/MMA training equipment. In 2013, he launched a web agency, Emblaze One, as a full-service interactive
agency with global offices to accommodate a consumer market shift from brick and mortar to e-commerce. In November 2018, Mr. Mathur launched
the Limitless brand, which manufactures and distributes health and wellness products and offers B2B services for brand development and
digital marketing. In January 2022, he teamed up with Dr. Mehmet Oz and a nonprofit organization called HealthCorps to jumpstart health
and wellness programs that are targeted to teens and young adults.

 Kenneth
Haller– President and Director

 On
May 20, 2022 Kenneth Haller was appointed our President and a Director of our Board. From January 2021 until April 2022, Mr. Haller was
Vice President of Payments at RYVYL Inc. (formerly Greenbox POS) (Nasdaq: RYVL), a software company that designs and develops mobile
applications for cash-free e-wallet payments. From May 2013 through May 2022, Mr. Haller was Managing Partner of SKY MIDS, a strategic
merchant services company that focuses on high risk and international credit card processing. During this same period until 2021, he
was Chief Executive Officer of ChargeSavvy, LLC, a table-side checkout POS system that streamlines information gathering and payment
processing.

 Benjamin
Chung- Chief Financial Officer

 On
May 20, 2022, Benjamin Chung was appointed as our Chief Financial Officer. Mr. Chung has been in public accounting for over 24 years.
From 1999 through 2004, Mr. Chung was an Audit Manager at PricewaterhouseCoopers. From May 2004 through June 2007, Mr. Chung was an audit
manager at Ernst & Young. He then went on to become the Director of Internal Audit for Big 5 Sporting Goods. In January 2012, Mr.
Chung was the founder and managing partner at Benjamin & Ko, a public accounting and consulting firm. In May 2021, Mr. Chung became
the CFO of RYVYL Inc. (formerly Greenbox POS) (Nasdaq: RYVL). Additionally, over the last five years, Mr. Chung has also served on the
board for multiple public companies, the most recent being Franklin Wireless, which trades on Nasdaq. Mr. Chung resigned from that board
in December 2019 and currently does not serve on the board of directors of any publicly traded company.

 Danielle
Young- Chief Operating Officer

 On
May 20, 2022, Danielle Young was appointed our Chief Operating Officer. Mrs. Young has been in public accounting for over twelve years.
In January 2015, she was hired by Benjamin & Young, LLP, a mid-size CPA firm in Orange County, California as part of their tax department.
In May 2019, she left Benjamin & Young and joined Benjamin & Ko, as the Director of Internal Audit, spearheading their operations
as well as working with major public companies such as The Habit Burger, Aerovironment, and Ducommun Aerospace. After leaving Benjamin
& Ko in July 2021, she started her own consulting firm, Irvine Advisory Services which focuses on IPO readiness preparation, internal
audit, Sarbanes-Oxley and corporate management. In June 2022, she was elected to the board of trustees of The Miss America Foundation.

 Rob
Cucher- VP of Legal Affairs

 On
May 20, 2022 Rob Cucher was appointed as our VP of Legal Affairs. Mr. Cucher is a seasoned attorney with 20 years of courtroom practice
and experience representing clients on a wide range of legal matters including civil litigation, corporate governance, labor and employment,
and commercial transactions, with a concentration in business law and health care. Since April 2017, Mr. Cucher has served as an officer
and director of a technology company finding solutions to tracking chronic care and behavioral health conditions for patients throughout
California. In February 2010, Mr. Cucher co-founded Sports for All Children, a non-profit providing athletic opportunities for children
with special needs. Additionally, Mr. Cucher became a director in May 2019 of Better Housing Solutions, an affordable housing non-profit
currently servicing Palmdale, California. Mr. Cucher graduated cum laude from UCLA and Loyola Law School in Los Angeles and is a current
member of the California State Bar and United States District Courts.

 Bharat
Raj Mathur- Director

 Bharat
Raj Mathur joined our board of directors on May 20, 2022. Since July 2016, he has been a columnist and featured contributor at www.bizcatalyst360.com.
From March 2014 to April 2016, he was chief operating officer at KORE Fit Living. From August 2004 through April 2016, Mr. Mathur was
Vice President, Distribution Channel Management at Incredible Entertainment.

 Amanda
Saccomanno - Director

 Amanda
Saccomanno joined our board of directors on May 20, 2022. Ms. Saccomanno is an American professional wrestler, television personality,
and fitness and figure competitor. In 2015, Ms. Saccomanno gained major attention from World Wrestling Entertainment (WWE) after scoring
second place in its Tough Enough reality show – a competition of contenders vying for a WWE wrestling contract. In May 2015, she
signed with the WWE as a Sports Entertainer and starring in their E! Hit Reality Series, Total Divas. Since May 2017, Ms. Saccomanno
has developed multiple health platforms and launched an iOS application called "Fit with Mandy." In 2020, Ms. Saccomanno
co-founded and continues to help market and develop a skin care line, with our CEO, Jaspreet Mathur, called Amarose.

 Dov
Konetz - Director

 For
more than the past five years, Dov Konetz has been the Managing Director of DMK Capital, a company engaged in providing valuations in
commercial real estate, intangibles and movable assets. Since 2008, Mr. Konetz has served as a Director of Mount Sinai Hospital in Miami,
Florida. Mr. Konetz also served on the Miami Beach Police Relations Committee from 2010 through 2012. Mr. Konetz is a valued supporter
of The Dream Catcher Foundation, a non-profit that is dedicated to combating human trafficking.

 Dan
Fleyshman- Director

 Dan
Fleyshman is the CIO and a director of Blockchain Consulting Group, Inc. He founded Elevator Studios in 2015 and is currently its CEO.
From 2012 through 2015, he was the CEO of One Penny Ad Agency. Between 2010 and 2012, Mr. Fleyshman consulted for a casino in Nevada.
He was the CEO of Victory Poker from 2009 through April 2010. From 1999 through 2009, he was the president of WYD, Inc. located in San
Diego, California.

 Leon
Starino Anderson- Director

 From
2002 through 2012, Mr. Anderson became a partner in a London based night club. Mr. Anderson went on to develop public relations and marketing
services for major brand deals while in the U.K. for a number of celebrities. Mr. Anderson was recognized for a "first of its kind"
buyout on a brand that had no previous history but secured a buyout by ASOS. Since September 2021, Mr. Anderson has continued to run
his company, Due Diligence Apparel Ltd.

 Michael
Braun- Director

 Since
2010, Michael Braun has been the Director of Marketing and Sales of Westbank Pacific Realty Corp., a mixed-use real estate development
company. Prior to Westbank, Mr. Braun worked for Rennie, a real estate marketing and sales firm in Vancouver. He graduated from the University
of British Columbia in 2007 with a Science Major and Commerce Minor. Mr. Braun holds a real estate license in Vancouver, British Columbia.

 Hassan
Iddrissu- Director

 Since
2014, Mr. Iddrissu has been the CFO of First Pinnacle Capital Group, Inc., a real estate company in West Los Angeles. Since 2003, Mr.
Iddrissu has also been the co-Founder, Chairman, and CEO of RoadStarr Motorsports, a market leader in the auto boutique with various
entities across the luxury car industry including an exotic car rental company Starr Auto Rentals. Mr. Iddrissu is also an active mentor
and motivational speaker for various inner-city youth, including the Los Angeles Sheriff Foundation. Mr. Iddrissu has his Bachelors of
Business Administration from Loyola Marymount University.

 Family
Relationships

 Except
for Bharat Raj Mathur, who is the father of our CEO, Jaspreet Mathur, there are no family relationships with any of the executive officers
or directors of the Company and the above referenced individuals. Other than as may be contemplated by the Share Exchange Agreement there
are no arrangements or understandings between the above referenced individuals and any other persons pursuant to which he or she was
selected as a director.

 Board
Composition

 Our
board of directors currently consists of nine persons.

 Our
board of directors believes its members collectively have the experience, qualifications, attributes and skills to effectively oversee
our management, including a high degree of personal and professional integrity, an ability to exercise sound business judgment on a broad
range of issues, sufficient experience and background to have an appreciation of the issues facing us, a willingness to devote the necessary
time to board duties, a commitment to representing our best interests and the best interests of our shareholders, and a dedication to
enhancing shareholder value.

 We
held one board of directors meeting in 2021, two board of directors' meetings in 2022, and no board of directors' meetings
in 2023. All other board actions were taken by unanimous written consent of the directors.

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), as amended, requires the Company's directors and
executive officers, and persons who own more than 10% of a registered class of the Company's equity securities, to file reports
of securities ownership and changes in such ownership with the SEC.

 Based
solely upon a review of such forms filed electronically with the SEC or written representations that no Form 5s were required, the Company
believes that all Section 16(a) filing requirements were timely met during the year ended December 31, 2023.

Independence

 We
adhere to the rules of NYSE American in determining whether a director is independent. The NYSE American listing standards generally
define an "independent director" as a person, other than an executive officer of a company or any other individual having
a relationship which, in the opinion of the issuer's board of directors, would interfere with the exercise of independent judgment
in carrying out the responsibilities of a director.

 Our
board of directors has undertaken a review of the independence of each director and will review the independence of any new directors
based on information provided by each director concerning his background, employment, and affiliations, in order to make a determination
of independence. Our board of directors has determined that there are five independent directors on our board of directors.

 Role
of Our Board of Directors in Risk Oversight

 One
of the key functions of our board of directors is informed oversight of our risk management process. Our board of directors administers
this oversight function directly, along with our Audit Committee, and we plan to have supporting committees, including a Compensation
Committee and a Nominating and Corporate Governance Committee, which will then support the board of directors by addressing risks specific
to its respective areas of oversight. Until such time as those committees are formed, the board of directors will manage the process.
Our Compensation Committee will assess and monitor whether any of our compensation policies and programs has the potential to encourage
excessive risk-taking. Our Nominations and Corporate Governance Committee will provide oversight with respect to corporate governance
and ethical conduct and monitors the effectiveness of our corporate governance guidelines, including whether such guidelines are successful
in preventing illegal or improper liability-creating conduct.

 Code
of Business Conduct and Ethics

 Our
Board has adopted a Code of Business Conduct and Ethics that applies to all of our employees, including our executive officers and directors.
Code of Business Conduct and Ethics will be available on our website at www.limitlessx.com, upon the completion of a successful
uplisting on the NYSE. If we amend or grant a waiver of one or more of the provisions of our Code of Ethics and Business Conduct, we
intend to satisfy the requirements under Item 5.05 of Form 8-K regarding the disclosure of amendments to or waivers from provisions of
our Code of Ethics and Business Conduct that apply to our principal executive officer, financial and accounting officers by posting the
required information on our website at the above address within four business days of such amendment or waiver. The information on our
website is not part of this Annual Report.

 Our
Board, management and all employees of our Company are committed to implementing and adhering to the Code of Business Conduct and Ethics.
Therefore, it is up to each individual to comply with the Code of Business Conduct and Ethics and to be in compliance of the Code of
Business Conduct and Ethics. If an individual is concerned that there has been a violation of the Code of Business Conduct and Ethics,
he or she will be able to report such violation in good faith to his or her superior. While a record of such reports will be kept confidential
by our Company for the purposes of investigation, the report may be made anonymously and no individual making such a report will be subject
to any form of retribution.

 Audit
Committee

 We
do not currently have an audit committee and we plan to form audit committee in the future.

 ITEM
11. EXECUTIVE COMPENSATION.

 Summary

 The
following table summarizes information regarding the compensation for fiscal years 2023 and 2022 for our named executive officers.

 Name and Principal Position

 Year

 Salary
 ($)

 Stock
 Awards
 ($)

 Option
 Awards
 ($)

 All Other
 ($)

 Total
 ($)

 Jaspreet Mathur, Chief Executive Officer

 2023

 1,000,000

 -

 -

 -

 -

 and Chairman of the Board of Directors (1)

 2022

 291,667

 -

 -

 292,084

 Kenneth Haller,

 2023

 -

 -

 -

 -

 President and Director (2)

 2022

 145,833

 -

 -

 5,624

 151,457

 Benjamin Chung,

 2023

 250,000

 -

 -

 -

 -

 Chief Financial Officer (3)

 2022

 113,750

 -

 -

 5,112

 118,862

 Danielle Young,

 2023

 200,000

 -

 -

 -

 -

 Chief Operating Officer (4)

 2022

 91,000

 -

 -

 91,667

 Rob Cucher,

 2023

 250,000

 -

 -

 -

 -

 VP of Legal Affairs (5)

 2022

 116,667

 -

 -

 7,924

 124,591

 (1)

 Mr.
 Mathur was appointed as CEO on May 20, 2022.

 (2)

 Mr.
 Haller was appointed as President on May 20, 2022.

 (3)

 Mr.
 Chung was appointed as CFO on May 20, 2022.

 (4)

 Ms.
 Young was appointed as COO on May 20, 2022.

 (5)

 Mr.
 Cucher was appointed VP of Legal Affairs on August 1, 2022.

 Executive

 We
believe that the primary goal of executive compensation is to align the interests of our executive officers with those of our shareholders
in a way that allows us to attract and retain the best executive talent.

 Annual
 Base Salary. Base salary will be designed to compensate our named executive officers at a fixed level of compensation that will
 be designed to serve as a retention tool throughout the executive's career. In determining base salaries, our board of directors
 (or, when enacted, our compensation committee) considers each executive's role and responsibility, unique skills, future potential
 with us, salary levels for similar positions in our market and internal pay equity.

 Option
 Plan. We plan to offer option awards to executives and other employees, in the discretion of the board of directors, considering
 the executive's role and other compensation.

 Health/Welfare
 Plans. All of our full-time employees are eligible to participate in health and welfare plans, including medical, dental and
 vision benefits, maintained by the Company. The Company pays 100% of health and welfare plans for all executives and 50% of health
 and welfare plans for all full-time employees.

 PTO
 Plan. We offer paid-time off, which can be used for may be used for vacations, rest and relaxation and personal business, and
 sick days. The PTO varies amongst type of employee and is between two and three weeks.

 Employment
Agreements

Mathur, Chief Executive Officer

 We
entered into an employment agreement with Jaspreet Mathur, effective as of May 1, 2022, pursuant to which Mr. Mathur will serve as our
Chief Executive Officer. Under his employment agreement, Mr. Mathur has agreed to devote his full business time and effort to the business
affairs of the Company. Mr. Mathur employment agreement provides that his employment will be on an at-will basis and can be terminated
by either Mr. Mathur or the Company at any time for cause. Under the agreement, Mr. Mathur will receive an initial base salary of $500,000
per year. Thereafter, effective as of January 1, 2023, the Company agreed to increase Mr. Mathur's annual salary to $1,000,000.
In the event that Mr. Mathur's employment is terminated by our company without "Cause" or is terminated by Mr. Mathur
for "Good Reason", Mr. Mathur will be entitled to a predetermined severance compensation package which will be negotiated
in good faith and be incompliance with all SEC regulations. "Cause" is defined to include dishonesty, misappropriation, willful
misconduct, breach of the agreement, and other customary matters. "Good Reason" is defined to include a material adverse
change in Mr. Mathur's compensation or duties and level of responsibility. Mr. Mathur will be eligible to participate in Stock
Option plans or other incentive plans the Company will offer. The employment agreement also contains customary confidentiality and invention-assignment
covenants to which Mr. Mathur is subject.

 Kenneth
Haller, President

 We
entered into an employment agreement with Kenneth Haller, effective as of May 1, 2022, pursuant to which Mr. Haller will serve as our
President. Under his employment agreement, Mr. Haller has agreed to devote his full business time and effort to the business affairs
of the Company. Mr. Mathur employment agreement provides that his employment will be on an at-will basis and can be terminated by either
Mr. Mathur or the Company at any time for cause. Under the agreement, Mr. Mathur will receive an initial base salary of $250,000 per
year. Mr. Haller's employment may be terminated by our company for "Good Reason" or without "Cause." "Cause"
is defined to include dishonesty, misappropriation, willful misconduct, breach of the agreement, and other customary matters. "Good
Reason" is defined to include a material adverse change in Mr. Haller's compensation or duties and level of responsibility.
Mr. Haller will be eligible to participate in Stock Option plans or other incentive plans the Company will offer. The employment agreement
also contains customary confidentiality and invention-assignment covenants to which Mr. Haller is subject.

 Rob
D. Cucher, Esq., President

 We
entered into an employment agreement with Rob D. Cucher, Esq., effective as of May 1, 2022, pursuant to which Mr. Cucher will serve as
our Vice President – Legal Affairs. Under his employment agreement, Mr. Cucher has agreed to devote his full business time and
effort to the business affairs of the Company. Mr. Cucher's employment agreement provides that his employment will be on an at-will
basis and can be terminated by either Mr. Cucher or the Company at any time for cause. Under the agreement, Mr. Cucher will receive an
initial base salary of $250,000 per year. Mr. Cucher's employment may be terminated by our company for "Good Reason"
or without "Cause." "Cause" is defined to include dishonesty, misappropriation, willful misconduct, breach of
the agreement, and other customary matters. "Good Reason" is defined to include a material adverse change in Mr. Cucher's
compensation or duties and level of responsibility. Mr. Cucher will be eligible to participate in Stock Option plans or other incentive
plans the Company will offer. The employment agreement also contains customary confidentiality and invention-assignment covenants to
which Mr. Cucher is subject.

 Karmandeep
Munder, Operations Manager

 We
entered into an employment agreement with Karmandeep Munder, effective as of May 1, 2022, pursuant to which Mr. Munder will serve as
our Operations Manager. Under his employment agreement, Mr. Munder has agreed to devote his full business time and effort to the business
affairs of the Company. Mr. Munder employment agreement provides that his employment will be on an at-will basis and can be terminated
by either Mr. Cucher or the Company at any time for cause. Under the agreement, Mr. Munder will receive an initial base salary of $150,000
per year. Mr. Munder's employment may be terminated by our company for "Good Reason" or without "Cause."
"Cause" is defined to include dishonesty, misappropriation, willful misconduct, breach of the agreement, and other customary
matters. "Good Reason" is defined to include a material adverse change in Mr. Munder's compensation or duties and level
of responsibility. Mr. Munder will be eligible to participate in Stock Option plans or other incentive plans the Company will offer.
The employment agreement also contains customary confidentiality and invention-assignment covenants to which Mr. Munder is subject.

 Benjamin
Chung, Chief Financial Officer

 We
entered into an employment agreement with Benjamin Chung, effective as of July 27, 2022, pursuant to which Mr. Chung will serve as our
Chief Financial officer. Under his employment agreement, Mr. Chung has agreed to devote his full business time and effort to the business
affairs of the Company. Mr. Chung employment agreement provides that his employment will be on an at-will basis and can be terminated
by either Mr. Chung or the Company at any time for cause. Under the agreement, Mr. Chung will receive an initial base salary of $250,000
per year. Mr. Chung's employment may be terminated by our company for "Good Reason" or without "Cause."
"Cause" is defined to include dishonesty, misappropriation, willful misconduct, breach of the agreement, and other customary
matters. "Good Reason" is defined to include a material adverse change in Mr. Chung's compensation or duties and level
of responsibility. Mr. Chung will be eligible to participate in Stock Option plans or other incentive plans the Company will offer. The
employment agreement also contains customary confidentiality and invention-assignment covenants to which Mr. Chung is subject.

 Danielle
Young, Chief Operating Officer

 We
entered into an employment agreement with Danielle Young, effective as of May 1, 2022, pursuant to which Ms. Young will serve as our
Chief Operating Officer. Under her employment agreement, Ms. Young has agreed to devote her full business time and effort to the business
affairs of the Company. Ms. Young's employment agreement provides that her employment will be on an at-will basis and can be terminated
by either Ms. Young or the Company at any time for cause. Under the agreement, Ms. Young will receive an initial base salary of $200,000
per year. Ms. Young's employment may be terminated by our company for "Good Reason" or without "Cause."
"Cause" is defined to include dishonesty, misappropriation, willful misconduct, breach of the agreement, and other customary
matters. "Good Reason" is defined to include a material adverse change in Ms. Young's compensation or duties and level
of responsibility. Ms. Young will be eligible to participate in Stock Option plans or other incentive plans the Company will offer. The
employment agreement also contains customary confidentiality and invention-assignment covenants to which Ms. Young is subject.

 Base
Salaries

 The
base salaries of our employed executive officers are specified in their respective employment agreements, as summarized above.

 Bonuses

 We
did not pay any bonuses to any of our named executive officers during 2022 or 2023.

 Equity

 Through
the date of this Annual Report, none of our officers, directors, or employees have received any equity compensation.

 Retirement
Plans

 We
do not currently maintain any retirement plans for our employees.

 We
did not provide any cash or equity compensation to any of our directors during the year ended December 31, 2023, in their capacity as
directors, and we have not yet adopted a compensation program for our directors.

Agreements

 We
do not have any written agreements with our directors. However, we have agreed to reimburse the directors for any Company-related expenses.

 Outstanding
Equity Awards at Fiscal Year End

 There
were no equity awards held by any of our appointed executive officers and directors as of December 31, 2023.

 2020
Stock Incentive Plan

 On
January 15, 2020, a Stock Option and Award Incentive Plan (the "2020 Stock Incentive Plan") was approved by our Board of
Directors. There are 2,222 shares of common stock reserved for the 2020 Stock Option Plan. No options or awards were granted under the
2020 Stock Incentive Plan.

 2022
Stock Option Plan

August 9, 2022, we adopted our 2022 Incentive and Nonstatutory 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 us. A total of 833,333 shares of common stock is reserved for the 2022 Stock Option Plan. As of the date of this
Annual Report, there have been no options granted under the 2022 Stock Option Plan.

 2022
Restricted Stock Plan

August 9, 2022, we adopted our 2022 Restricted Stock Plan (the "2022 Restricted Stock Plan"). Under the 2022 Restricted Stock
Plan, the Board of Directors may grant restricted stock to officers, directors, and key employees. A total of 833,333 shares of common
stock is reserved for the 2022 Restricted Stock Plan. As of the date of this Annual Report, there have been no shares of common stock
granted under the 2022 Restricted Stock Plan.

 Equity
Compensation Plan Information

 The
following table sets forth information as of December 31, 2023 regarding shares of common stock that may be issued under our equity compensation
plans, consisting of our 2020 Stock Incentive Plan, 2022 Equity Incentive Plan, and our 2022 Restricted Stock Plan. We do not have any
non-shareholder approved equity compensation plans.

 Plan Category

 Number of
 securities to be
 issued upon
 exercise of
 outstanding
 options, warrants
 and rights

 Weighted-average
 exercise price of
 outstanding
 options, warrants
 and rights

 Number of securities
 remaining available
 for future issuance
 under equity
 compensation plans
 (excluding securities
 reflected in column (a))

 (a)

 (b)

 (c)

 Equity compensation plans approved by security holders

 -

 $
 -

 1,668,888
 (1)

 Equity compensation plans not approved by security holders

 -

 -

 -

 Total

 1,668,888

 (1)
Includes 2,222 options under the 2020 Stock Incentive Plan; 833,333 options under the 2022 Equity Incentive Plan; and 833,333 shares
of common stock under the 2022 Restricted Stock Plan.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED

 Security
Ownership of Certain Beneficial Owners and Management

 As
of the date of this Annual Report, there are 3,930,333 shares of our common stock outstanding. The following table sets forth the beneficial
ownership of our common stock:

 each
 of our directors;

 each
 of our named executive officers;

 all
 of our directors and executive officers as a group; and

 each
 person known by us to be the beneficial owner of 5% or more of our outstanding common stock.

 Beneficial
ownership is determined according to the rules of the SEC. Generally, it means that a person has beneficial ownership of a security if
he or she possesses sole or shared voting or investment power of that security and includes options, warrants, and other securities convertible
or exercisable into shares of common stock, provided that such securities are currently exercisable or convertible or exercisable or
convertible within 60 days of the date hereof. Each director or officer, as the case may be, has furnished us with information with respect
to their beneficial ownership. Except as otherwise indicated, all persons listed below have (i) sole voting power and investment power
with respect to their stock, except to the extent that authority is shared by spouses under applicable law, and (ii) record and beneficial
ownership with respect to their securities.

 Name and Address (1)

 Title

 Shares Owned

 Percent of
 Class (2)

 Class A Preferred Stock

 Chief Executive Officer and Chairman

 %

 Common Stock

 Chief Executive Officer and Chairman

 2,632,334

 66.97
 %

 Bharat Raj Mathur

 141,334

 3.60
 %

 Kenneth Haller

 President and Director

 141,334

 3.60
 %

 Amanda Saccomanno

 106,000

 2.70
 %

 Benjamin Chung

 Chief Financial Officer

 35,334

 *

 Rob Cucher

 VP of Legal Affairs

 17,667

 *

 Danielle Young

 Chief Operating Officer

 -

 -

 Dov Konetz

 -

 -

 Dan Fleyshman

 -

 -

 Leon Anderson

 -

 -

 Michael Braun

 -

 -

 Hassan Iddrissu

 -

 -

 All executive officers and directors

 3,074,003

 78.21
 %

 *

 Less
 than 1%.

 (1)

 The
 mailing address of each of the officers and directors as set forth above is c/o Limitless X Holdings Inc., 9454 Wilshire Blvd. #300,
 Beverly Hills, California 90212.

 (2)

 As
 of the date hereof, there were 3,930,333 shares of our common stock issued and outstanding and 500,000 shares of our Class A Preferred
 Stock issued and outstanding.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 The
Company has established policies and other procedures regarding approval of transactions between the Company and any employee, officer,
director, and certain of their family members and other related persons. These policies and procedures are generally not in writing but
are evidenced by long standing principles adhered to by our Board. The disinterested members of the Board review, approve and ratify
transactions that involve "related persons" and potential conflicts of interest. Related persons must disclose to the disinterested
members of the Board any potential related person transactions and must disclose all material facts with respect to such transaction.
All such transactions will be reviewed by the disinterested members of the Board and, in their discretion, approved or ratified. In determining
whether to approve or ratify a related person transaction the disinterested members of the Board will consider the relevant facts and
circumstances of the transaction, which may include factors such as the relationship of the related person with the Company, the materiality
or significance of the transaction to the Company and the related person, the business purpose and reasonableness of the transaction,
whether the transaction is comparable to a transaction that could be available to the Company on an arms-length basis, and the impact
of the transaction on the Company's business and operations.

 We
had the following transactions with related parties during the last two fiscal years:

 Sale
of Class A Preferred Convertible Stock

 Concurrently
with the LimitlessX Acquisition, Jaspreet Mathur, our current Chief Executive Officer purchased from Helion Holdings, LLC, a company
beneficially owned by our former Chief Executive Officer, 500,000 shares of our Class A Preferred Convertible Stock for consideration
of $400,000.

 Royalty
Payables

 Limitless
Performance Inc. ("LPI"), SMILZ INC. ("Smiles"), and DIVATRIM INC. ("Divatrim"), are all companies
owned by Jas Mathur, our Chief Executive Officer, Director, and majority shareholder. AMAROSE INC. ("Amarose") is owned 50%
by Mr. Mathur and 50% by Amanda Saccomanno, one of our directors.

 As
of November 1, 2023, we terminated our licensing agreement with Limitless Performance, Inc., Amarose, Inc., Divatrim, Inc., and SMILZ,
Inc

 As
of December 31, 2023 and 2022, the royalty payable was $0 and $1,114,403, respectively.

 Note
Payables to Shareholder

 Notes
payable to shareholder consisted of the following:

 2023

 2022

 December 6, 2021 ($50,000)

 $

 $

 February 11, 2022 ($150,000)

 May 8, 2022 ($550,000)

 550,000

 550,000

 May 9, 2022 ($1,100,000)

 1,100,000

 1,100,000

 May 16, 2022 ($450,000)

 June 1, 2022 ($500,000)

 June 30, 2022 ($922,028)

 922,028

 922,028

 August 25, 2022 ($290,000)

 290,000

 290,000

 November 15, 2022 ($450,000)

 May 16, 2023 ($150,000)

 -

 May 18, 2023 ($50,000)

 -

 June 5, 2023 ($150,000)

 -

 June 20, 2023 ($50,000) – Funding Commitment

 -

 July 13, 2023 ($50,000) – Funding Commitment

 -

 August 1, 2023 ($190,000) – Funding Commitment

 190,000

 -

 August 7, 2023 ($50,000) – Funding Commitment

 -

 Total notes payable to stockholder (current)

 $
 5,152,028

 $
 4,462,028

 December
 6, 2021 – $50,000

 On
December 6, 2021, the Company entered into a Loan Authorization and Agreement for a loan of $50,000 from a shareholder, the proceeds
of which were used to be used for working capital purposes. As of September 30, 2023 and December 31, 2022, the principal balance was
$50,000 and $50,000, respectively. Beginning on June 1, 2022, the loan required a payment of $4,303 per month, which included principal
and interest with an interest rate of 6 % per annum. The total balance of principal and interest of $51,640 was due on May 1, 2023.

 February
 11, 2022 – $150,000

 On
February 11, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $150,000 from a shareholder, the proceeds
of which were to be used for working capital purposes. As of September 30, 2023 and December 31, 2022, the principal balance was $150,000
and $150,000, respectively. Beginning on June 1, 2022, the loan required a payment of $12,910 per month, which included principal and
interest with an interest rate of 6% per annum. The total balance of principal and interest of $154,920 was due on May 1, 2023.

 May
 8, 2022 – $550,000

 On
May 8, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $550,000 from a shareholder, the proceeds of which
were to be used for working capital purposes. As of September 30, 2023 and December 31, 2022, the principal balance was $550,000 and
$550,000, respectively. Beginning on June 1, 2022, the loan required a payment of $47,337 per month, which included principal and interest
with an interest rate of 6% per annum. The total balance of principal and interest of $568,038 was due on May 1, 2023.

 May
 16, 2022 – $1,100,000

 On
May 16, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $1,100,000 from a shareholder, the proceeds of
which were to be used for working capital purposes. As of September 30, 2023 and December 31, 2022, the principal balance was $1,100,000
and $1,100,000, respectively. Interest began accruing at the rate of 8.5% per annum on June 17, 2022 and was due on May 16, 2023.

 May
 18, 2022 – $450,000

 On
May 18, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $450,000 from a shareholder, the proceeds of
which were to be used for working capital purposes. As of September 30, 2023 and December 31, 2022, the principal balance was $450,000
and $450,000, respectively. Interest began accruing at the rate of 8.5% per annum on June 19, 2022 and was due on May 18, 2023.

 June
 1, 2022 – $500,000

 On
June 1, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $500,000 from a shareholder, the proceeds of
which were to be used for working capital purposes. As of September 30, 2023 and December 31, 2022, the principal balance was $500,000
and $500,000, respectively. Beginning on August 1, 2022, the loan required a payment of $43,494 per month, which included principal and
interest with an interest rate of 8% per annum. The total balance of principal and interest of $521,931 was due on July 1, 2023.

 September
 30, 2022 – $922,028

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

 August
 25, 2022 – $290,000

 On
August 25, 2022, the Company entered into a Loan Authorization Agreement for a loan of $290,000 from a shareholder, the proceeds of which
were to be used for working capital purposes. The loan has an interest rate of 10% per annum and is due on demand. As of September 30,
2023 and December 31, 2022, the principal balance was $290,000 and $290,000, respectively.

 November
 15, 2022 – $450,000

 On
November 15, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $450,000 from a shareholder, the proceeds
of which were to be used for working capital purposes. The loan has an interest rate of 10% per annum and is due on demand. As of September
30, 2023 and December 31, 2022, the principal balance was $450,000 and $450,000, respectively.

 May
 16, 2023 – $150,000

 On
May 16, 2023, the Company entered into a Loan Authorization and Agreement for a loan of $150,000 from a shareholder, the proceeds of
which were to be used for working capital purposes. The loan has an interest rate of 10% per annum and is due on demand. As of September
30, 2023, the principal balance was $150,000.

 May
 18, 2023 – $50,000

 On
May 18, 2023, the Company entered into a Loan Authorization and Agreement for a loan of $50,000 from a shareholder, the proceeds of which
were to be used for working capital purposes. The loan has an interest rate of 10% per annum and is due on demand. As of September 30,
2023, the principal balance was $50,000.

 June
 5, 2023 – $150,000

 On
June 5, 2023, the Company entered into a Loan Authorization and Agreement for a loan of $150,000 from a shareholder, the proceeds of
which were to be used for working capital purposes. The loan has an interest rate of 10% per annum and is due on demand. As of September
30, 2023, the principal balance was $150,000.

 Funding
 Commitment Agreement

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

 June 20, 2023 ($50,000)

 $

 July 13, 2023 ($50,000)

 August 1, 2023 ($190,000)

 190,000

 August 7, 2023 ($50,000)

 Total Funding Commitment

 $
 340,000

 As
of December 31, 2023, the balance of the Funding Commitment was $340,000.

 Notes
Payable to Related Party

 Notes
payable to related party consisted of the following:

 2023

 2022

 May 10, 2022 ($12,500)

 $

 $

 May 10, 2022 ($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)

 June 9, 2022 ($15,000)

 December 31, 2022 ($929,401)

 -

 929,401

 Total notes payable to related parties (current)

 $
 80,000

 $

 May
 10, 2022 - $12,500

 On
May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $12,500 in exchange for a promissory note that includes interest
at the rate of 10% per annum on the unpaid principal balance, with all unpaid principal and interest due on or before May 10, 2023. Interest
began accruing on May 10, 2022. As of September 30, 2023 and December 31, 2022, the principal balance was $12,500 and $12,500, respectively.

 May
 10, 2022 - $12,500

 On
May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $12,500 in exchange for a promissory note that includes interest
at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before May 10, 2023. Interest
began accruing on May 10, 2022. As of September 30, 2023 and December 31, 2022, the principal balance was $12,500 and $12,500, respectively.

 May
 10, 2022 - $20,000

 On
May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $20,000 in exchange for a promissory note that included interest
at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before May 10, 2023. Interest
began accruing on May 10, 2022. As of September 30, 2023 and December 31, 2022, the principal balance was $20,000 and $20,000, respectively.

 May
 31, 2022 - $5,000

 On
May 31, 2022, a related party of the Company loaned Prime Time Live, Inc. $5,000 in exchange for a promissory note that included interest
at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before May 31, 2023. Interest
began accruing on May 31, 2022. As of September 30, 2023 and December 31, 2022, the principal balance was $5,000 and $5,000, respectively.

 May
 31, 2022 - $15,000

 On
May 31, 2022, a related party of the Company loaned Prime Time Live, Inc. $15,000 in exchange for a promissory note that included interest
at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before May 31, 2023. Interest
began accruing on May 31, 2022. As of September 30, 2023 and December 31, 2022, the principal balance was $15,000 and $15,000, respectively.

 June
 9, 2022 - $15,000

 On
May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $15,000 in exchange for a promissory note that included interest
at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before May 10, 2023. Interest
began accruing on May 10, 2022. As of September 30, 2023 and December 31, 2022, the principal balance was $15,000 and $15,000, respectively.

 December
 31, 2022 - $929,401

 On
December 31, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $929,401 from Emblaze, the proceeds of which
were to be used for working capital purposes. The loan had an interest rate of 8% per annum and was due on December 1, 2023. As of September
30, 2023 and December 31, 2022, the balance was $0 and $929,401, respectively.

 On
June 1, 2023, the Company entered into an Agreement for Purchase and Sale of Stock with Emblaze wherein the Company sold all 5,000 of
its shares of common stock of Vybe Labs, as full payment and settlement of a debt in the in the principal amount of $929,401 owed by
the Company to Emblaze.

 Policies
and Procedures for Transactions with Related Persons

 All
future related party transactions will be voted upon by the disinterested board of directors. The audit committee of the board of directors
is responsible for evaluating each related party transaction and making a recommendation to the disinterested members of the board of
directors as to whether the transaction at issue is fair, reasonable and within our policy and whether it should be ratified and approved.
If there is no Audit Committee at such time, then the evaluation will also be done by the disinterested board of directors. The board
of directors or the audit committee, as applicable, in making its recommendation, will consider various factors, including the benefit
of the transaction to us, the terms of the transaction and whether they are at arm's-length and in the ordinary course of our business,
the direct or indirect nature of the related person's interest in the transaction, the size and expected term of the transaction
and other facts and circumstances that bear on the materiality of the related party transaction under applicable law and listing standards.
The board of directors or the audit committee will review, at least annually, a summary of our transactions with our directors and officers
and with firms that employ our directors, as well as any other related person transactions.

 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

 The
following table summarizes the aggregate fees billed to us by BF Borgers CPA, PC, our principal accounts, for professional services during
the years ended December 31, 2023 and December 31, 2022:

 Fees

 2023

 2022

 Audit Fees (1)

 $
 367,500

 $
 71,000

 All Other Fees

 -

 -

 Total Fees

 $
 367,500

 $
 70,600

 (1)
 Audit Fees.

 Fees
for audit services billed in 2023 and 2022 consisted of:

 Progress
 billings for the audits of the Company's financial statements for 2022 and 2023; and

 Review
 of the Company's quarterly financial statements for 2023 and 2022.

 Audit
fees consists of fees billed for professional services rendered for the audit of our consolidated financial statements, the review of
interim consolidated financial statements included in quarterly reports, services that are normally provided in connection with statutory
and regulatory filings or engagements and attest services, except those not required by statute or regulation.

 PART
IV

 ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 The
following documents are filed as part of this Annual Report on Form 10-K:

 a)

 Financial
 Statements:

 Our
financial statements and the Report of Independent Registered Public Accounting Firm are included herein on page F-1.

 b)

 Financial
 Statement Schedules:

 The
financial statement schedules are omitted as they are either not applicable or the information required is presented in the financial
statements and notes thereto on page F-1.

 c)

 Exhibits:

 Exhibit Number

 Description

 Form

 Exhibit

 Filing Date

 Filed Herewith

 3.1

 Amended and Restated Certificate of Incorporation filed October 31, 2022

 3.1

 11/01/2022

 3.2

 Amended and Restated Bylaws

 S-1

 3.2

 3.3

 Certificate of Amendment of Amended and Restated Certificate of Incorporation filed December 19, 2022

 3.1

 12/21/2022

 3.4

 Class A Super Majority Convertible Preferred Shares Designation filed February 5, 2020

 S-1

 4.3

 07/02/2020

 3.5

 Amended Certificate of Designation of Class A Preferred Convertible Stock

 3.1

 3.6

 Certificate of Designation of Class B Convertible Preferred Stock filed October 23, 2023

 3.1

 10/26/2023

 3.7

 Amended Certificate of Designation of Class B Preferred Convertible Stock

 S-1

 3.7

 4.1

 2020 Stock Option Plan

 S-1

 4.1

 07/02/2020

 4.2

 2022 Restricted Stock Plan

 S-1

 4.2

 4.3

 2022 Stock Option Plan

 S-1

 4.3

 10.1

 Manufacturing & Distributorship License Agreement between Limitless X Inc. and Divatrim Inc., dated December 1, 2021

 10.3

 10.2

 Manufacturing & Distributorship License Agreement between Limitless X Inc. and Smilz Inc., dated December 1, 2021

 10.4

 10.3

 Manufacturing & Distributorship License Agreement between Limitless X Inc. and Limitless Performance Inc., dated December 1, 2021

 10.5

 10.4

 Manufacturing & Distributorship License Agreement between Limitless X Inc. and Amarose Inc., dated December 1, 2021

 10.6

 10.5

 Promissory Note between Limitless X, Inc. and Jaspreet Mathur, dated December 6, 2021

 10.7

 10.6

 Promissory Note between Limitless X, Inc. and Jaspreet Mathur, dated February 11, 2022

 10.8

 10.7

 Promissory Note between Limitless X, Inc. and Jaspreet Mathur, dated May 8, 2022

 10.9

 10.8

 Share Exchange Agreement among Bio Lab Naturals, Inc., Limitless X, Inc., and Certain Shareholders, dated May 11, 2022

 2.1

 10.9

 Promissory Note between Limitless X, Inc. and Jaspreet Mathur, dated May 16, 2022

 10.10

 10.10

 Promissory Note between Limitless X, Inc. and Jaspreet Mathur, dated May 18, 2022

 10.11

 10.11

 Amendment to Share Exchange Agreement, dated August 2, 2022

 10.1

 08/05/2022

 21.1

 List of Subsidiaries

 S-1

 21.1

 31.1

 Certification of Chief Executive Officer Pursuant to Rule 13a–14(a) or 15d-14(a) of the Securities Exchange Act of 1934

 X

 31.2

 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934

 X

 32.1

 Certification of Chief Executive Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 X

 32.2

 Certification of Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 X

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

 X HOLDINGS, INC.

 By:

 /s/

 Name:

 Mathur

 Dated:
 April 18, 2024

 Title:

 Chief
 Executive Officer and Chairman of the Board of Directors

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/

 Chief
 Executive Officer and Chairman of the Board of Director

 April

 Mathur

 (Principal
 Executive Officer)

 /s/
 Benjamin Chung

 Chief
 Financial Officer

 April

 Benjamin
 Chung

 (Principal
 Financial Officer and Principal Accounting Officer)

 /s/ Kenneth Haller

 April 18, 2024

 Kenneth Haller

 /s/
 Bharat Raj Mathur

 April

 Bharat
 Raj Mathur

 /s/
 Amanda Saccomanno

 April

 Amanda
 Saccomanno

 /s/
 Dov Konetz

 April

 Dov
 Konetz

 /s/
 Leon Anderson

 April

 Leon
 Anderson

 /s/
 Dan Fleyshman

 April

 Dan
 Fleyshman

 /s/
 Michael Braun

 April

 Michael
 Braun

 /s/
 Hassan Iddrissu

 April

 Hassan
 Iddrissu

X HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

 to Consolidated Financial Statements

 Report of Independent Registered Public Accounting Firm (PCAOB ID No. 5041)

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statement of Changes in Stockholders' Equity

 Consolidated Statements of Cash Flows

 Notes to the Consolidated Financial Statements

 F- 1

 Report
of Independent Registered Public Accounting Firm

 To the shareholders and the board of directors

 of Limitless X Holdings Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Limitless X Holdings Inc. as of December 31, 2023 and 2022, the related
statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively
referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects,
the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the
years then ended, in conformity with accounting principles generally accepted in the United States.

 Substantial
Doubt about the Company's Ability to Continue as a Going Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
2 to the financial statements, the Company's significant operating losses raise substantial doubt about its ability to continue
as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.

 Critical
Audit Matter

 Critical
audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective, or complex judgments.

 We
determined that there are no critical audit matters.

 /S/
 BF Borgers CPA PC (PCAOB ID 5041)

 We
have served as the Company's auditor since 2022

 Lakewood,
CO

 April

 F- 2

 CONSOLIDATED
BALANCE SHEETS

 2023

 2022

 ASSETS

 Current Assets:

 Cash

 $
 116,100

 $
 5,843,323

 Accounts receivables, net

 116,888

 895,713

 Holdback receivables, net

 -

 1,043,991

 Inventories

 21,857

 3,855,946

 Prepaid expenses

 -

 Total current assets

 267,345

 11,638,973

 Non-Current Assets:

 Operating lease right-of-use asset, net

 -

 91,032

 Property and equipment, net

 29,410

 32,256

 Other assets

 10,985

 78,965

 Total non-current assets

 40,395

 202,253

 Total assets

 $
 307,740

 $
 11,841,226

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current Liabilities:

 Accounts payable and accrued expenses

 $
 7,318,230

 $
 2,074,576

 Accrued interest

 531,149

 344,475

 Current portion of operating lease liabilities

 -

 92,195

 Royalty payable

 -

 1,114,403

 Refunds payable

 41,509

 213,930

 Chargebacks payable

 20,755

 118,288

 Income tax payable

 -

 17,056

 Note payable

 35,000

 35,000

 Convertible notes payable

 -

 9,175,000

 Notes payable to shareholder

 5,152,028

 4,462,028

 Notes payable to related parties

 80,000

 Notes payable

 80,000

 Total current liabilities

 13,178,671

 18,893,962

 Total liabilities

 13,178,671

 18,893,962

 Commitments and contingencies

 Stockholders' deficit

 Preferred Stock A - $ 0.0001 par value; 30,000,000 authorized shares; 500,000 shares
 issued and outstanding

 Preferred Stock B - $ 0.0001 par value; 30,000,000 authorized shares; 10,349,097
 shares issued and outstanding

 1,035

 -

 Preferred Stock value

 1,035

 -

 Common Stock- $ 0.0001 par value; 300,000,000 authorized shares; 3,977,497 shares
 and 3,929,834 issued, respectively

 Additional paid-in-capital

 13,265,500

 2,966,162

 Retained earnings

 ( 26,137,915
)

 ( 10,019,342
)

 Total stockholders' deficit

 ( 12,870,931
)

 ( 7,052,736
)

 Total liabilities and stockholders' deficit

 $
 307,740

 $
 11,841,226

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

 F- 3

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 Years Ended December 31,

 2023

 2022

 Net Revenue

 Product sales

 $
 15,443,148

 $
 40,364,955

 Service revenue

 4,597,933

 18,308,341

 Rentals

 Total net revenue

 20,056,081

 58,688,296

 Cost of Revenue

 Cost of revenue

 4,064,933

 6,942,680

 Cost of revenue - other

 -

 Total cost of sales

 4,064,933

 6,943,038

 Gross profit

 15,991,148

 51,745,258

 Operating expenses:

 General and administrative

 1,078,532

 1,938,640

 Advertising and marketing

 19,416,622

 47,164,700

 Stock compensation for services

 141,020

 1,117,782

 Transaction fees

 1,159,896

 3,201,599

 Merchant fees

 1,147,678

 2,459,670

 Royalty fees

 416,140

 1,114,403

 Professional fees

 1,515,065

 1,647,787

 Payroll and payroll taxes

 3,587,300

 1,306,565

 Rent

 159,216

 205,497

 Bad debt expense

 2,666,835

 1,300,855

 Consulting fees, related party

 10,000

 43,500

 Total operating expenses

 31,298,304

 61,500,998

 Loss from operations

 ( 15,307,156
)

 ( 9,755,740
)

 Other income (expense)

 Interest expense

 ( 897,287
)

 ( 348,017
)

 Loss on debt settlement

 ( 142,551
)

 -

 Other income

 17,056

 57,756

 Other expense

 ( 30,000
)

 -

 Gain on disposal of assets

 -

 28,397

 Total other income (expense), net

 ( 1,052,782
)

 ( 261,864
)

 Loss before income tax provision and gain on deconsolidation

 ( 16,359,938
)

 ( 10,017,604
)

 Gain on deconsolidation of subsidiary

 241,365

 -

 Loss before income tax provision

)

 ( 10,017,604
)

 Income tax provision

 -

 6,402

 Net loss

 $
)

 $
 ( 10,024,006
)

 Earnings (Loss) Per Share:

 Net loss per common share - basic and diluted

 $
 ( 4.07
)

 $
 ( 2.71
)

 Weighted average number of common shares

 3,957,486

 3,692,740

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

 F- 4

 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY

 Preferred
 Stock A

 Preferred
 Stock B

 Stock

 Stock Issuable

 Additional
 Pain-In

 Retained

 Total Stockholder's

 Shares

 Shares

 Shares

 Shares

 Capital

 Earnings

 Equity

 Balance at December 31, 2021

 $

 -

 $
 -

 3,496,150

 $

 397,000

 $

 $
 1,848,384

 $
 4,664

 $
 1,853,488

 Issuance of common stock

 -

 -

 -

 -

 97,000

 ( 97,000
)

 ( 10
)

 -

 -

 -

 Issuance of common stock issuable

 -

 -

 -

 -

 300,000

 ( 300,000
)

 ( 30
)

 -

 -

 -

 Issuance of common stock for services

 -

 -

 -

 -

 36,684

 -

 -

 1,117,778

 -

 1,117,782

 Net loss

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 10,024,006
)

 ( 10,024,006
)

 Balance at December 31, 2022

 $

 -

 $
 -

 3,929,834

 $

 -

 $
 -

 $
 2,966,162

 $
 ( 10,019,342
)

 $
 ( 7,052,736
)

 Balance

 $

 -

 $
 -

 3,929,834

 $

 -

 $
 -

 $
 2,966,162

 $
 ( 10,019,342
)

 $
 ( 7,052,736
)

 Issuance of common stock for services

 -

 -

 -

 -

 47,663

 -

 -

 141,015

 -

 141,020

 Vybe deconsolidation

 -

 -

 -

 -

 -

 -

 -

 -

 ( 189,739
)

 -

 ( 189,739
)

 Conversion of convertible notes and interest payables

 -

 -

 1,035

 -

 -

 -

 -

 10,348,062

 -

 Net loss

 -

 -

 -

 -

 -

 -

 -

 -

 -

)

)

 Balance at December 31, 2023

 $

 $

 $
 1,035

 3,977,497

 $

 -

 $
 -

 $
 13,265,500

 $
 ( 26,137,915
)

 $
 ( 12,870,931
)

 Balance

 $

 $

 $
 1,035

 3,977,497

 $

 -

 $
 -

 $
 13,265,500

 $
 ( 26,137,915
)

 $
 ( 12,870,931
)

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

 F- 5

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 Years Ended December 31,

 2023

 2022

 Cash flows from operating activities:

 Net loss

 $
)

 $
 ( 10,024,006
)

 Adjustments to reconcile net loss to net cash provided by operating activities:

 Depreciation

 4,450

 5,686

 Common stock issued for professional fees

 141,020

 1,117,782

 Loss on settlement of debt

 142,551

 -

 Gain on deconsolidation of subsidiary

 ( 241,365
)

 -

 Changes in assets and liabilities:

 Accounts receivables, net

 300,717

 ( 573,214
)

 Holdback receivables

 1,043,991

 ( 881,765
)

 Inventories

 3,048,179

 ( 1,980,800
)

 Prepaid expenses

 ( 12,500
)

 -

 Other assets

 67,980

 ( 67,980
)

 Accounts payable and accrued expenses

 5,899,533

 1,794,031

 Accrued interest

 233,862

 344,475

 Refunds payable

 ( 172,421
)

 6,331

 Royalty payable

 ( 1,114,403
)

 1,114,403

 Chargebacks payable

 ( 97,533
)

 17,938

 Income tax payable

 -

 ( 5,850
)

 Net cash used in operating activities

 ( 6,874,512
)

 ( 9,132,969
)

 Cash flows from investing activities:

 Purchases of equipment

 ( 1,604
)

 -

 Proceeds from disposition of asset

 -

 28,397

 Net cash used in financing activities

 ( 1,604
)

 28,397

 Cash flows from financing activities:

 Proceeds from convertible debt

 -

 Proceeds from borrowings from stockholder

 690,000

 4,412,028

 Proceeds from borrowings from related parties

 -

 Proceeds from borrowing

 -

 9,210,000

 Net cash provided by financing activities

 1,190,000

 14,869,039

 Net increase(decrease) in cash

 ( 5,686,116
)

 5,764,467

 Deconsolidation - Cash

 ( 41,107
)

 -

 Cash – beginning of period

 5,843,323

 78,856

 Cash – end of period

 $
 116,100

 $
 5,843,323

 Supplemental disclosures of cash flow information

 Cash paid during the periods for:

 Interest

 $
 2,334

 $
 1,125

 Income taxes

 $
 -

 $
 5,850

 Non-cash investing and financing activities:

 Conversion of convertible notes and interest payables

 $

 $
 -

 Increase of due to shareholder from asset contribution by shareholder

 $
 988,817

 Decrease in due to Emblaze One, Inc. by Limitless X due to deconsolidation

 $
 ( 1,167,011
)

 $
 -

 Increase in due from Vybe Labs, Inc. by Limitless X due to deconsolidation

 $
 1,356,750

 $
 -

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

 F- 6

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

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

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

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

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

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

 F- 7

 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 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., Vybe Lab Inc. (for 2022 and deconsolidated on June 1, 2023), and Prime Time Live, Inc. (collectively,
the "Company"). All intercompany balances have been eliminated during consolidation.

 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 $ 26.1 million at December 31, 2023, and had a net loss of $ 16.1 million for the year ended December 31, 2023 and
net cash used in operating activities of $ 6.9 million for the year ended December 31, 2023. 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.

 Use
of Estimates in the Preparation of Consolidated Financial Statements

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

 Cash
and Cash Equivalents

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

 Concentration
of Credit Risk

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

 Accounts
Receivable, net

 Accounts
receivable, net consists primarily of trade receivables, net of allowances for doubtful accounts. The Company sells its products and
services 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. The Company did not require and did
not have an allowance for doubtful accounts.

 F- 8

 Holdback
Receivables

 Limitless
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 to processing bank failure. The Company holds responsibility for all the risk in all
transactions and processing systems. The payment gateway settler charges a reserve fee to mitigate the risk on their end for any loss
of funds or damages.

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

 The
total holdback receivables balance reflects the 0 - 10 % reserve on gross sales and additional reserves by the third-party processor for
additional returns and chargebacks if needed. Based on aging of the holdback receivables, the Company has determined that an allowance
for doubtful accounts of $ 1,300,855 or 55 % of holdback receivables should be deemed uncollectible recorded as bad debt expense. As of
December 31, 2023 and December 31, 2022, the adjusted holdback receivables balance was $ NIL and $ 1,043,991, respectively.

 Inventories

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

 Advertising
and Marketing

 Advertising
and marketing costs are charged to expense as incurred. Advertising and marketing costs were approximately $ 19,416,622 and $ 47,164,700
for the years ended December 31, 2023 and 2022, respectively, and are included in operating expenses in the accompanying statements of
operations.

 F- 9

 Property
and Equipment, net

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

OF PROPERTY
AND EQUIPMENT, NET

 December 31, 2022

 Machinery and equipment

 $
 39,067

 $
 37,463

 Total

 39,067

 37,463

 Less: accumulated depreciation

 ( 9,657
)

 ( 5,207

 Total equipment, net

 $
 29,410

 $
 32,256

 Depreciation
expense was $ 4,450 and $ 5,686 for the years ended December 31, 2023 and 2022, respectively. During the year ended December 31, 2022,
the Company reported a gain of $ 28,397 on the disposal of assets.

Recognition

Sales

 The
Company recognizes revenue when performance obligations under the terms of a contract with its 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 or when the service is fully.
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,

 While
customers generally have a right to return defective or non-conforming products, past experience has demonstrated that product returns
have been immaterial. 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 more 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.

 F- 10

 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

 Service
revenue consists of digital marketing revenue.

related to digital marketing is recognized over time as services are provided to the customer. We sell digital marketing, digital and
print design, social media marketing and direct-to-consumer marketing and thus use standalone selling prices as the basis for revenue.
Payment for digital marketing services are 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 December 31, 2023 and 2022.

 Cost
of Sales

 Cost
of goods sold includes the cost of inventory sold during the period as well as certain 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. Additionally, the Company considers
other factors in estimating the reserve, such as hiring a new internal team with more resources for the refund process.

 As
of December 31, 2023 and December 31, 2022, refunds payable was $ 41,509 and $ 213,930, respectively.

 F- 11

 Chargebacks
Payable

 Once
customers successfully dispute chargebacks with the payment processor, the Company returns such funds to the payment processor to return
to the customer. As of December 31, 2023 and December 31, 2022, chargebacks payable was $ 20,755 and $ 118,288, respectively.

 Other
Comprehensive Loss

 The
Company has no material components of other comprehensive loss and accordingly, net loss is equal to comprehensive loss for the period.

 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 on 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 years ended December 31, 2023 and 2022.

 Equity
Based Payments

 The
Company accounts for equity-based payment accruals under authoritative guidance as set forth in the Topics of the ASC. The guidance requires
all equity-based payments to employees and non-employees, including grants of employee and non-employee stock options and warrants, to
be recognized in the consolidated financial statements based at their fair values. The Company applies the provisions of ASC 718, "Compensation
- Stock Compensation," using a modified prospective application, and the Black-Scholes model to value stock options. Under this
application, the Company records compensation expense for all awards granted. Compensation costs will be recognized over the period that
an employee provides service in exchange for the award. During the year ended December 31, 2023 and the year ended December 31, 2022,
the Company granted no options under the 2020 Stock Incentive Plan and 2022 Stock Option Plan.

 General
Concentrations of Risk

 Financial
instruments that potentially subject the Company to concentrations of credit risk are accounts receivable and other receivables arising
from its normal business activities. The Company has a diversified customer base. The Company controls credit risk related to accounts
receivable through credit approvals, credit limits, and monitoring procedures. The Company routinely assesses the financial strength
of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts
and, as a consequence, believes that its accounts receivable related credit risk exposure beyond such allowance is limited.

 The
Company purchases merchandise from 6 suppliers, and the Company's 3 largest suppliers accounted for 95 % of total purchases in fiscal
2022. A significant portion of the Company's inventory is manufactured abroad in Asia. Foreign imports subject the Company to the
risks of changes in, or the imposition of new, import tariffs, duties or quotas, new restrictions on imports, loss of "most favored
nation" status with the United States for a particular foreign country, antidumping or countervailing duty orders, retaliatory
actions in response to illegal trade practices, work stoppages, delays in shipment, freight expense increases, product cost increases
due to foreign currency fluctuations or revaluations, public health issues that could lead to temporary closures of facilities or shipping
ports, such as the recent outbreak of COVID-19, and other economic uncertainties. If a disruption of trade were to occur from the countries
in which the suppliers of the Company's vendors are located, the Company may be unable to obtain sufficient quantities of products
to satisfy its requirements, or the cost of obtaining products may increase.

 A
substantial amount of the Company's inventory is manufactured abroad. From time to time, shipping ports experience capacity constraints
(such as delays associated with COVID-19), labor strikes, work stoppages or other disruptions that may delay the delivery of imported
products. A contract dispute may lead to protracted delays in the movement of the Company's products, which could further delay
the delivery of products to the Company's stores and impact net sales and profitability. In addition, other conditions outside
of the Company's control, such as adverse weather conditions or acts of terrorism or war, such as the current conflict in Ukraine,
could significantly disrupt operations at shipping ports or otherwise impact transportation of the imported merchandise we sell, either
through supply chain disruptions, or rising freight and fuel costs.

 F- 12

 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 arrangement 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 a ease agreement with
lease and non-lease components, which are accounted for as a single lease component and are month-to-month during the year ended December
31, 2023.

 Recent
Accounting Pronouncements

 In
December 2019, FASB issued Accounting Standards Update ("ASU") 2019-12, Income Taxes (Topic 740): Simplifying the Accounting
for Income Taxes, which amends existing guidance related to the accounting for income taxes. This ASU is intended to simplify the accounting
for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the consistent
application of GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance. This ASU is effective
for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company evaluated the effects of adoption of this
guidance on the financial statements and did not have any material impact on its consolidated financial statements.

 In
June 2016, the FASB issued an accounting standards update which changes the methodology for measuring credit losses on financial instruments
and the timing of when such losses are recorded. This update replaces the existing incurred loss impairment model with an expected loss
model (referred to as the Current Expected Credit Loss model, or "CECL"). The standard update, and its related amendments,
will become effective for the fiscal year beginning on January 1, 2023. The Company evaluated the effects of adoption of this guidance
on the financial statements and did not have any material impact on its consolidated financial statements.

 Other
recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA 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.

 F- 13

 NOTE
3 – 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.

 NOTE
4 – DECONSOLIDATION (Sale of Vybe Labs, Inc.)

 On
June 1, 2023, the Company entered into an Agreement for Purchase and Sale of Stock (the "Vybe Sale Agreement") with Emblaze
One, Inc., a Nevada corporation, ("Emblaze") wherein the Company sold all 5,000 of its shares of common stock of its wholly
owned subsidiary, Vybe Labs, Inc., a Delaware corporation ("Vybe"). Emblaze is a company 100 % owned by the Company's
Chief Executive Officer, Chairman of the Board of Directors, and majority shareholder, Jaspreet Mathur.

 The
transaction is recorded as follows at the date of this transaction:

 SCHEDULE OF DECONSOLIDATION

 June 1,

 2023

 Total assets and liabilities deconsolidated for Vybe:

 Total assets

 $
 1,156,733

 Total liabilities

 ( 1,356,750
)

 Net assets (liabilities)

 $
 ( 241,365
)

 Net amount of deconsolidation – Recorded as a Gain on Deconsolidation of Subsidiary

 $
 241,365

 NOTE
5 – LOSS ON SETTLEMENT OF DEBT

 On
June 1, 2023, the Company agreed to a settlement of a debt in the amount of $ 1,167,011 and interest payable of $ 47,188 owed by the Company
to Emblaze, a related party, under two Loan Authorization and Agreements dated April 1, 2022 and December 31, 2022, in the principal
amounts of $ 237,610 and $ 929,401, respectively, and interest payable of $ 10,012 and $ 37,176, respectively, as part of the Vybe Sales
Agreement with Emblaze.

 F- 14

 The
transaction is recorded as follows at the date of this transaction:

OF DECONSOLIDATION ON LOSS ON SETTLEMENT OF DEBT

 June 1,

 2023

 Total due to and due from between Limitless X and Vybe before deconsolidation:

 Due to Emblaze One, Inc. by Limitless X

 $
 1,167,011

 Interest payable

 47,188

 Due from Vybe Labs, Inc. by Limitless X

 ( 1,356,750
)

 Net due to (from)

 $
 ( 142,551
)

 Net amount of deconsolidation – Recorded as a Loss on Settlement of Debt

 $
 142,551

 NOTE
6 – 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.

 As
of December 31, 2023 and 2022, the royalty payable was $ 0 and $ 1,114,403, respectively.

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

 NOTE
7 – NOTE PAYABLE

 On
March 1, 2021, an individual loaned the predecessor company $ 35,000 in exchange for an unsecured 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 March 1, 2022. The
maturity date was extended to December 31, 2022. Interest is due and payable on the first day of each month. As of December 31, 2023,
Prime Time Live, Inc. owes $ 35,000 in principal and accrued interest of $ 4,595 as of December 31, 2023. As of December 31, 2022, Prime
Time Live, Inc. owes $ 35,000 in principal and accrued interest of $ 1,095 as of December 31, 2022.

 F- 15

 NOTE
8 – CONVERTIBLE NOTES PAYABLE

 Convertible
notes payable consisted of the following:

OF CONVERTIBLE NOTE PAYABLES

 2023

 2022

 August 3, 2022 ($ 5,000,000)

 $
 -

 $
 5,000,000

 August 3, 2022 ($ 1,000,000)

 -

 1,000,000

 August 22, 2022 ($ 500,000)

 -

 September 22, 2022 ($ 250,000)

 -

 250,000

 September 25, 2022 ($ 600,000)

 -

 600,000

 September 25, 2022 ($ 600,000)

 -

 600,000

 September 29, 2022 ($ 50,000)

 -

 September 29, 2022 ($ 500,000)

 -

 October 10, 2022 ($ 500,000)

 -

 October 13, 2022 ($ 750,000)

 -

 75,000

 October 13, 2022 ($ 50,000)

 -

 October 14, 2022 ($ 50,000)

 -

 Total convertible note payables (current)

 $
 -

 $
 9,175,000

 From
August 3, 2022 through November 28, 2022, the Company conducted a convertible note offering for a maximum offering of $ 15,000,000 and
a minimum of $ 2,000,000 (the "Convertible Note Offering").

 Pursuant
to the terms of the Convertible Note, the principal amount of the Note that may be outstanding from time to time shall bear interest
per annum until paid in full at a rate equal to 6 %, compounded annually. The principal and interest of the Note shall be due and payable
to the noteholder on the one-year anniversary of the date of the Note (the "Maturity Date") unless all principal and interest
due under the Note had been converted by the Maturity Date.

 The
conversion price shall be equal to $ 0.25 per share of Common Stock. Any time prior to the Maturity Date, and upon the date of effectiveness
of registration of the Notes on a registration statement filed with the Securities and Exchange Commission (the "SEC"), the
Note shall automatically convert to shares of common stock of the Company at the Conversion Price (the "Automatic Conversion");
provided however, that in the event that Conversion Shares represent greater than 4.99% of the total Common Shares of the Company (the
portion above 4.99% referred to herein as the "Excess Shares"), then the Automatic Conversion shall only apply to such portion
of the Note up to 4.99% and not include the Excess Shares. This Note is convertible at the option of the Noteholder, in holder's
sole discretion, in whole or in part, at any time prior to the Maturity Date or payment in full of the Note, whichever occurs first,
all or any portion of principal or interest, into shares of Common Stock of the Company at the Conversion Price.

 The
Company analyzed the conversion option in the notes for derivative accounting treatment under ASC Topic 815, "Derivatives and Hedging,"
and determined that the instruments do not qualify for derivative accounting.

 The
Company has received $ 9,175,000 from 12 accredited investors pursuant to the Convertible Note Offering during 2022 and additional one
accredited investor for $ 500,000 during 2023. The Company had $ 9,675,000 raised through the Convertible Note Offering prior to converting
to Class B Preferred Stock on October 23, 2023.

 On
October 1, 2023, the Company entered into Conversion Agreements with each of the convertible noteholders to convert their respective
notes into shares of Class B Preferred Stock. Pursuant to the Conversion Agreements, each noteholder agreed to receive one share of Class
B Preferred Stock for each $ 2.00 of principal and unpaid interest accrued through the closing date of the Conversion Agreement. As of
the closing date of the Conversion Agreement, and each of them, no portion of any of the Notes had been converted into shares of the
Company's common stock.

On October 23, 2023, pursuant to the Conversion Agreements, the Company planned to issue an aggregate of 10,349,097 shares of Class B
Preferred Stock before the completion of this offering and extinguish $ 9,675,000 of convertible debt including accumulated interest as
of October 23, 2023 in the amount of $ 674,097.

 F- 16

 NOTE
9 – NOTES PAYABLE TO SHAREHOLDER

 Notes
payable to shareholder consisted of the following:

OF NOTES
PAYABLE TO SHAREHOLDER

 2023

 2022

 December 6, 2021 ($ 50,000)

 $

 $

 February 11, 2022 ($ 150,000)

 May 8, 2022 ($ 550,000)

 550,000

 550,000

 May 9, 2022 ($ 1,100,000)

 1,100,000

 1,100,000

 May 16, 2022 ($ 450,000)

 June 1, 2022 ($ 500,000)

 June 30, 2022 ($ 922,028)

 922,028

 922,028

 August 25, 2022 ($ 290,000)

 290,000

 290,000

 November 15, 2022 ($ 450,000)

 May 16, 2023 ($ 150,000)

 -

 May 18, 2023 ($ 50,000)

 -

 June 5, 2023 ($ 150,000)

 -

 June 20, 2023 ($ 50,000) – Funding Commitment

 -

 July 13, 2023 ($ 50,000) – Funding Commitment

 -

 August 1, 2023 ($ 190,000) – Funding Commitment

 190,000

 -

 August 7, 2023 ($ 50,000) – Funding Commitment

 -

 Total notes payable to stockholder (current)

 $
 5,152,028

 $
 4,462,028

 December
 6, 2021 – $50,000

 On
December 6, 2021, the Company entered into a Loan Authorization and Agreement for a loan of $ 50,000 from a shareholder, the proceeds
of which were used to be used for working capital purposes. 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 was due on
 May 1, 2023. As of December 31, 2023, the loan is due upon demand.

 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 was due on May 1,
2023. As of December 31, 2023, the loan is due upon demand.

 May
 8, 2022 – $550,000

 On
May 8, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $ 550,000 from a shareholder, the proceeds of which
were to be used for working capital purposes. As of September 30, 2023 and December 31, 2022, the principal balance was $ 550,000 and
$ 550,000, respectively. Beginning on June 1, 2022, the loan required a payment of $ 47,337 per month, which included principal and interest
with an interest rate of 6 % per annum. The total balance of principal and interest was due on May 1, 2023. As of December 31, 2023, the
loan is due upon demand.

 F- 17

 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 was due
on May 16, 2023. As of December 31, 2023, the loan is due upon demand.

 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. As of December 31, 2023, the loan is due upon demand.

 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 was due on July 1,
2023. As of December 31, 2023, the loan is due upon demand.

 September
 30, 2022 – $922,028

 On
June 30, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $ 922,028 from a shareholder, the proceeds of
which were to be used for working capital purposes. 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 was due on August
1, 2023. As of December 31, 2023, the loan is due upon demand.

 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.

 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.

 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.

 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.

 F- 18

 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.

 Funding
 Commitment Agreement

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

OF FUNDING COMMITMENT

 June 20, 2023 ($ 50,000)

 $

 July 13, 2023 ($ 50,000)

 August 1, 2023 ($ 190,000)

 190,000

 August 7, 2023 ($ 50,000)

 Total Funding Commitment

 $
 340,000

 As
of December 31, 2023, the balance of notes payable to shareholder under the Funding Commitment was $ 340,000.

 Total
accrued interest related to notes payable to shareholder as of December 31, 2023 and 2022 was $ 508,524 and $ 132,938, respectively. Interest
expense related to notes payable to shareholder for the year ended December 31, 2023 was $ 375,586.

 NOTE
10 – NOTES PAYABLE TO RELATED PARTIES

 Notes
payable to related party consisted of the following:

OF NOTES PAYABLE TO RELATED PARTIES

 2023

 2022

 May 10, 2022 ($ 12,500)

 $

 $

 May 10, 2022 ($ 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)

 June 9, 2022 ($ 15,000)

 December 31, 2022 ($ 929,401)

 -

 929,401

 Total notes payable to related parties (current)

 $
 80,000

 $

 F- 19

 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 December 31, 2023, 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 December 31, 2023, 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 December 31, 2023, 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 December 31, 2023, 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 December 31, 2023, the loan is due upon demand.

 June
 9, 2022 - $15,000

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

 December
 31, 2022 - $929,401

 On
December 31, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $ 929,401 from Emblaze, the proceeds of which
were to be used for working capital purposes. The loan had an interest rate of 8 % per annum and was due on December 1, 2023. On June
1, 2023, the Company entered into an Agreement for Purchase and Sale of Stock with Emblaze wherein the Company sold all 5,000 of its
shares of common stock of Vybe Labs, as full payment and settlement of a debt in the in the principal amount of $ 929,401 owed by the
Company to Emblaze.

 Total
accrued interest related to notes payable to shareholder as of December 31, 2023 and 2022 was $ 11,127 and $ 3,127, respectively. Interest
expense related to notes payable to shareholder for the year ended December 31, 2023 was $ 8,000.

 F- 20

 NOTE
11 – STOCKHOLDERS' EQUITY

Stock

 As
of December 31, 2023 and 2022, the Company had 300,000,000 authorized shares of common stock par value $ 0.0001 per share and had 3,977,497
shares and 3,929,834 shares issued and outstanding, respectively.

 Stock Issued for Services – On May 31, 2023, the Company issued approximately
 47,000 shares of common stock for services provided to the Company. These shares were valued
 at fair value at the time of issuance and recorded stock compensation expense of $ 141,020,
 for the year ended December 31, 2023.

 Stock Issued for Services – On May 10, 2022 and June 10, 2022, the Company
 issued 36,000 and 684 shares of common stock, respectively, for services provided to the
 Company. These shares were valued at fair value at the time of issuance and recorded stock
 compensation expense of $ 1,117,782 for the year ended December 31, 2022.

 Preferred
Stock

 As
of December 31, 2023 and 2022, the Company has authorized 30,000,000 shares of preferred stock, 500,000 shares of which were designated
as Class A Convertible Preferred Stock ("Class A Preferred Stock").

 Class
 A Convertible Stock – As of December 31, 2023 and 2022, there were a total
 of 500,000 shares of Class A Preferred Stock issued and outstanding. The Class A Preferred
 Stock, when voting as a single class, has the votes of at least 60% of the voting power of
 the Company. Further, the holder of the Class A Preferred Stock can convert one share of
 Class A Preferred Stock into two shares of the Company's common stock, subject to adjustment.
 In addition, the holder of the Class A Preferred Stock is entitled to a liquidation preference
 of the Company senior to all other securities of the Company.

 Class
 B Convertible Stock – On October 23, 2023, pursuant to certain Conversion Agreements,
 the Company issued an aggregate of 10,349,097 shares of Class B Preferred Stock and extinguished
 $ 9,675,000 of convertible debt including accumulated interest as of October 23, 2023 in the
 amount of $ 674,097. The holders of the Class B Preferred Stock are entitled to a liquidation
 preference senior to common stock and junior to the Class A Preferred Stock at a liquidation
 price of $ 3.00 per share of Class B Preferred Stock. The Class B Preferred Stock also has
 conversion rights, whereby each share of Class B Preferred Stock is convertible into two
 shares of Common Stock 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.

 F- 21

Stock and Recapitalization

 As
a result of the LimitlessX Acquisition and LimitlessX being the acquirer, the Company retrospectively restated its common stock as if
the transaction occurred at the beginning of the period. The following is the reconciliation of retrospectively restated common stock:

OF RECONCILIATION OF RESTATED COMMON STOCK

 December 31, 2021

 Issued

 Issuable

 Total

 Common stock – Limitless X Inc. – as original

 1,616,667

 1,666,667

 Common stock split (1 to 1.94) – Limitless X Inc.

 1,519,366

 47,000

 1,566,366

 Common stock issuable (additional stock split) – Limitless X Inc.

 -

 300,000

 300,000

 Common stock (Bio Lab) – prior to reverse merger

 360,117

 -

 360,117

 Total as of December 31, 2021 – as retrospectively restated

 3,496,150

 397,000

 3,893,150

 NOTE
12 – EQUITY BASED PAYMENTS

 The
Company had the following equity-based plan:

 Stock
 Incentive Plans

January 15, 2020, the Company adopted its 2020 Stock Option and Award Plan (the "2020 Stock Incentive Plan"). Under the 2020
Stock Incentive Plan, the Board of Directors may grant options or purchase rights to purchase common stock to officers, employees, and
other persons who provide services to the Company or any related company. The participants to whom awards are granted, the type of awards
granted, the number of shares covered for each award, and the purchase price, conditions and other terms of each award are determined
by the Board of Directors, except that the term of the options shall not exceed ten years. A total of 2,222 shares of the Company's
common stock is reserved for the 2020 Stock Incentive Plan. The shares issued for the 2020 Stock Incentive Plan may be either treasury
or authorized and unissued shares. During the year ended December 31, 2023 and the year ended December 31, 2022, the Company granted
 no options under the 2020 Stock Incentive Plan.

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. During the year ended December 31, 2023 and the year ended December 31, 2022, the Company granted no options under the 2022
Stock Option Plan.

August 9, 2022, we adopted our 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 Stock Option Plan. During the year ended December 31, 2023 and the year ended December 31, 2022, there
have been no shares of common stock granted under the 2022 Restricted Stock Plan.

 NOTE
13 – 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.
 As of December 31, 2023 and 2022, the royalty payable was $ 0 and $ 1,114,403, respectively.
 On October 1, 2023, the Company terminated each of the License Agreements; however, the Company
 maintained its license for NZT-48 with LPI.

 F- 22

 Notes
 Payable to Shareholder – The Company had various notes payable with its shareholder
 who is the Chief Executive Officer of the Company. As of December 31, 2023 and 2022, the
 Company had $ 5,152,028 and $ 4,462,028 outstanding, respectively. Refer to Note 9.

 Notes
 Payable to Related Parties – The Company entered into various notes payable with
 shareholders of the Company. As of December 31, 2023 and 2022, the Company had $ 80,000 outstanding.
 Refer to Note 10.

 Consulting
 Fees – During the year ended December 31, 2023, the Company incurred consulting
 fees in the amount of $ 0 to an officer and an officer of one of its affiliates. During the
 year ended December 31, 2022, the Company incurred consulting fees in the amount of $ 32,500
 to an officer and an officer of one of its affiliates.

 NOTE
14 – COMMITMENTS AND CONTINGENCIES

 Commitments

 Operating
lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation
to make lease payments arising from the lease. Generally, the implicit rate of interest in arrangements is not readily determinable and
the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company's incremental
borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes
any lease payments made and excludes lease incentives. The Company's variable lease payments primarily consist of maintenance and
other operating expenses from their real estate leases. Variable lease payments are excluded from the ROU assets and lease liabilities
and are recognized in the period in which the obligation for those payments is incurred. The Company's lease terms may include
options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for
minimum lease payments is recognized on a straight-line basis over the lease term.

 The
Company has lease agreements with lease and non-lease components. The Company has elected to account for these lease and non-lease components
as a single lease component.

 F- 23

 In
accordance with ASC 842, the components of lease expense were as follows:

OF LEASE COST

 For the

 For the

 year ended

 year ended

 December 31, 2022

 Operating lease expense

 $
 -

 $
 138,108

 Total lease expense

 $
 -

 $
 138,108

 In
accordance with ASC 842, other information related to leases was as follows:

OF OTHER INFORMATION RELATED TO LEASES

 For the

 For the

 year ended

 year ended

 December 31, 2022

 Operating cash flows from operating leases

 $
 -

 $
 137,138

 Cash paid for amounts included in the measurement of lease liabilities

 $
 -

 $
 137,138

 Weighted-average remaining lease term—operating leases

 Years

 Weighted-average discount rate—operating leases

 %

 Total
rent expense was $ 160,379 and $ 204,527 for the years ended December 31, 2023 and 2022, respectively.

 Contingencies

 From time
to time, the Company is involved in legal proceedings. The Company records a liability for those legal proceedings when it de termines
it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company also discloses when
it is reasonably possible that a material loss may be incurred, however, the amount cannot be reasonably estimated. From time to time,
the Company may enter into discussions regarding settlement of these matters, and may enter into settlement agreements, if it believes
settlement is in the best interest of the Company and its shareholders.

 The
following is a summary of our current outstanding litigation:

 Mentom
 Eyewear Inc. – A legal action was filed in the Los Angeles Superior Court against
 Limitless X Holdings Inc., four of its officers, and an unrelated company, alleging the breach
 of an Implied In-Fact Agreement and other causes of action related to that alleged agreement
 such as conversion, fraud and unjust enrichment, Mentom Eyewear Inc. v. Limitless X Holdings
 Inc., et al., Case Number 23STCV24681. We believe that there was no such agreement,
 and that the plaintiff has no legal standing to bring such a matter against the Company or
 its officers. The case is moving into the discovery phase where we believe the true
 facts will lead to a dismissal; however, if the case continues, we will vigorously defend
 against such claims as it is our position that the allegations are not supported by the facts.
 No liability has been recorded for these litigations because the Company believes that any
 such liability is not probable and reasonably estimable at this time.

 Harpo
 Inc. – A legal action was filed in the Central District of California
 against Limitless X Inc. and two of its officers along with Emblaze One, Inc., alleging trademark
 infringement and dilution, unfair competition, false advertising, and violation of the right
 of publicity, all based on allegations that one of our advertisements contained the unauthorized use
 of a celebrity's name and intellectual property, Harpo Inc. and OW Licensing Company LLC
 v. Emblaze One, Inc., et al., Case Number 2:23-cv-04459 VAP (ASx). Any exposure stemming
 from this action would be subject to indemnity from the advertising network responsible for
 the ads in question. We have not yet filed a responsive pleading in this action as
 we are attempting a global settlement; however, if unable to settle we will defend the case
 vigorously and will attempt a contractual and equitable indemnity claim against the advertiser.
 No liability has been recorded for this litigation because the Company believes that any
 such liability is not reasonably estimable at this time.

 NOTE
15 – SUBSEQUENT EVENTS

 The
Company evaluated all events or transactions that occurred after December 31, 2023. During this period, the Company did not have any
material recognizable subsequent events required to be disclosed.

 F- 24