VYBE / Limitless X Holdings Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Limitless X Holdings Inc.
US ˙ OTCPK
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
CIK 1803977
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Limitless X Holdings Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
September 4, 2025 EX-99.1

Limitless X Holdings Issues Shareholder Letter Detailing Strategic Transformation, Reg A+ Qualification, Capital Markets Milestones, and Near-Term Growth Outlook

Exhibit 99.1 Limitless X Holdings Issues Shareholder Letter Detailing Strategic Transformation, Reg A+ Qualification, Capital Markets Milestones, and Near-Term Growth Outlook LOS ANGELES, CA – September 03, 2025 – Limitless X Holdings, Inc. (OTCQX: LIMX). Dear Valued Shareholders, On behalf of the Board of Directors and Management Team at Limitless X Holdings, Inc., I am pleased to share an import

September 4, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 3, 2025 Date of Report (Date of earliest event reported) LIMITLESS X HOLD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 3, 2025 Date of Report (Date of earliest event reported) LIMITLESS X HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 000-56453 81-1034163 (State or other jurisdiction of incorporation) (Commiss

August 14, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT UNDER SECT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 000-56453 LIMITLESS X HOLDINGS INC.

August 1, 2025 ADD EXHB

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form 1-A/A of our report dated May 9, 2025 relating to the financial statements which appeared in Limitless X Holdings, Inc. Annual Report on Form 10-K as of and for the years ended December 31, 2024 and 2023 and the reference to our firm under

August 1, 2025 PART II AND III

Offering Circular dated August 1, 2025

File No. 024-12574 Offering Circular dated August 1, 2025 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the Offering Statement filed with the Commiss

August 1, 2025 ADD EXHB

SUBSCRIPTION AGREEMENT

Exhibit 4.1 SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Agreement”) is made and entered into as of the date of execution by the undersigned subscriber, by and between Limitless X Holdings Inc., a Delaware corporation (the “Company”), and the undersigned individual or entity (the “Subscriber”). RECITALS WHEREAS, the Company is offering for sale up to a maximum of 3,000,000 shares of i

August 1, 2025 ADD EXHB

August 1,

Exhibit 12.1 August 1, 2025 Board of Directors Limitless X Holdings Inc. 9777 Wilshire Blvd., Suite 400, Beverly Hills, CA 90212 To the Board of Directors: We have acted as counsel to Limitless X Holdings Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of its offering statement on Form 1-A/A, (the “Offering Statement”) with the Securities and Exchange Co

July 18, 2025 PART II AND III

Offering Circular dated July __, 2025

File No. 024-12574 Offering Circular dated July , 2025 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the Offering Statement filed with the Commission

July 18, 2025 ADD EXHB

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form 1-A/A of our report dated May 9, 2025 relating to the financial statements which appeared in Limitless X Holdings, Inc. Annual Report on Form 10-K as of and for the years ended December 31, 2024 and 2023 and the reference to our firm under

July 18, 2025 ADD EXHB

July 17, 2025

Exhibit 12.1 July 17, 2025 Board of Directors Limitless X Holdings Inc. 9777 Wilshire Blvd., Suite 400, Beverly Hills, CA 90212 To the Board of Directors: We have acted as counsel to Limitless X Holdings Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of its offering statement on Form 1-A/A, (the “Offering Statement”) with the Securities and Exchange Com

July 14, 2025 EX-10.1

Promissory Note dated July 11, 2025 by and between the Company and EM1 Capital LLC

Exhibit 10.1 RELATED PARTY LOAN AGREEMENT AND PROMISSORY NOTE $250,000.00 July 11, 2025 (“Effective Date”) 12-Month Note 1. LOAN AMOUNT Principal Loan Amount: Subject to the terms and conditions herein, EMl Capital LLC (“EM1” or “Holder”) has agreed to advance a loan in favor of Limitless X Holdings, Inc., a Delaware corporation (“LIMX” or “Maker”) the total sum of Two Hundred Fifty Thousand Dolla

July 14, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 11, 2025 Date of Report (Date of earliest event reported) LIMITLESS X HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 11, 2025 Date of Report (Date of earliest event reported) LIMITLESS X HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 000-56453 81-1034163 (State or other jurisdiction of incorporation) (Commission

July 14, 2025 EX-10.2

Warrant Agreement dated July 11, 2025 by and between the Company and EM1 Capital LLC

Exhibit 10.2 Warrant No. July 11, 2025 WARRANT To Purchase Five Hundred Thousand (500,000) Shares of Common Stock of LIMITLESS X HOLDINGS INC. July 11, 2025 (“Issuance Date”) THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OR CONVERSION OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES

July 11, 2025 ADD EXHB

July 11, 2025

Exhibit 12.1 July 11, 2025 Board of Directors Limitless X Holdings Inc. 9777 Wilshire Blvd., Suite 400, Beverly Hills, CA 90212 To the Board of Directors: We have acted as counsel to Limitless X Holdings Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of its offering statement on Form 1-A/A, (the “Offering Statement”) with the Securities and Exchange Com

July 11, 2025 PART II AND III

Offering Circular dated July __, 2025

File No. 024-12574 Offering Circular dated July , 2025 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the Offering Statement filed with the Commission

July 11, 2025 ADD EXHB

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form 1-A/A of our report dated May 9, 2025 relating to the financial statements which appeared in Limitless X Holdings, Inc. Annual Report on Form 10-K as of and for the years ended December 31, 2024 and 2023 and the reference to our firm under

July 7, 2025 PART II AND III

Offering Circular dated July __, 2025

File No. 024-12574 Offering Circular dated July , 2025 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the Offering Statement filed with the Commission

July 7, 2025 ADD EXHB

ADD EXHB

Exhibit 6.34

July 7, 2025 ADD EXHB

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form 1-A/A of our report dated May 9, 2025 relating to the financial statements which appeared in Limitless X Holdings, Inc. Annual Report on Form 10-K as of and for the years ended December 31, 2024 and 2023 and the reference to our firm under

July 7, 2025 ADD EXHB

ADD EXHB

Exhibit 6.33

July 7, 2025 ADD EXHB

ADD EXHB

Exhibit 6.35

July 7, 2025 ADD EXHB

July 7, 2025

Exhibit 12.1 July 7, 2025 Board of Directors Limitless X Holdings Inc. 9777 Wilshire Blvd., Suite 400, Beverly Hills, CA 90212 To the Board of Directors: We have acted as counsel to Limitless X Holdings Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of its offering statement on Form 1-A/A, (the “Offering Statement”) with the Securities and Exchange Comm

June 13, 2025 EX-10.2

Promissory Note dated June 11, 2025 between the Company and EM1 Capital LLC (Promissory Note 2)

Exhibit 10.2 PROMISSORY NOTE $75,000.00 Wilmington, Delaware Maturity Date: Six Months (or on funding) Effective Date: June 11, 2025 1. LOAN AMOUNT Principal Loan Amount: The sum of $75,000 (“Loan Amount” or “Loan”) payable in favor of Limitless X Holdings Inc. (the “Maker”), specifically used for necessary expenses, will be paid by EM1 Capital LLC in full between the Effective Date and June 23, 2

June 13, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 9, 2025 Date of Report (Date of earliest event reported) LIMITLESS X HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 9, 2025 Date of Report (Date of earliest event reported) LIMITLESS X HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 000-56453 81-1034163 (State or other jurisdiction of incorporation) (Commission F

June 13, 2025 EX-10.1

Promissory Note dated June 9, 2025 between the Company and EM1 Capital LLC (Promissory Note 1 including the Amendment)

Exhibit 10.1 PROMISSORY NOTE $25,000.00 Los Angeles, California Maturity Date: December 9, 2025 Effective Date: June 9, 2025 1. LOAN AMOUNT Principal Loan Amount: The sum of $25,000.00 payable in favor of Limitless X Inc. specifically for the auditing expense for the Regulation A Offering Circular and other auditing fees, paid by EM1 Capital LLC directly in full as of the Effective Date hereof. 2.

June 12, 2025 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A (AMENDMENT NO. 1) (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A (AMENDMENT NO.

June 10, 2025 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A (AMENDMENT NO. 1) (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSIT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A (AMENDMENT NO.

May 30, 2025 ADD EXHB

BRIDGE LOAN AGREEMENT BY AND BETWEEN LIMITLESS FILMS, INC. AND GENTLEMAN THIEF LLC

Exhibit 6.25 BRIDGE LOAN AGREEMENT BY AND BETWEEN LIMITLESS FILMS, INC. AND GENTLEMAN THIEF LLC

May 30, 2025 ADD EXHB

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form 1-A/A of our report dated May 9, 2025 relating to the financial statements which appeared in Limitless X Holdings, Inc. Annual Report on Form 10-K as of and for the years ended December 31, 2024 and 2023 and the reference to our firm under

May 30, 2025 ADD EXHB

May 29,

Exhibit 12.1 May 29, 2025 Board of Directors Limitless X Holdings Inc. 9777 Wilshire Blvd., Suite 400, Beverly Hills, CA 90212 To the Board of Directors: We have acted as counsel to Limitless X Holdings Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of its offering statement on Form 1-A/A, (the “Offering Statement”) with the Securities and Exchange Comm

May 30, 2025 PART II AND III

Offering Circular dated May 29, 2025

File No. 024-12574 Offering Circular dated May 29, 2025 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the Offering Statement filed with the Commissio

May 22, 2025 EX-10.1

Second Amendment to the Manufacturing and Distributorship License Agreement

Exhibit 10.1

May 22, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT UNDER SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 000-56453 LIMITLESS X HOLDINGS INC.

May 22, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 20, 2025 Date of Report (Date of earliest event reported) LIMITLESS X HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 20, 2025 Date of Report (Date of earliest event reported) LIMITLESS X HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 000-56453 81-1034163 (State or other jurisdiction of incorporation) (Commission F

May 15, 2025 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2025 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-56453 CUSIP NUMBER 090622309 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 20

May 9, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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, 2024 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 LIMITLESS X HOL

May 9, 2025 EX-3.1

Certification of Incorporation, as amended.

Exhibit 3.1

April 16, 2025 EX-10.2

Vendor Debt Conversion Agreement with Emblaze One, Inc.

Exhibit 10.2 DEBT CONVERSION AGREEMENT This Debt Conversion Agreement (referred to as this “Agreement”), dated as of April 14, 2025 (the “Closing Date”) is entered into by and between Limitless X Holdings, Inc., a Delaware corporation (the “Company”), and Emblaze One, Inc., (the “Creditor”). The parties to this Agreement may be referred to individually as a “Party” and collectively as the “Parties

April 16, 2025 EX-10.3

Vender Debt Conversion Agreement EM1 Capital LLC

Exhibit 10.3 DEBT CONVERSION AGREEMENT This Debt Conversion Agreement (referred to as this “Agreement”), dated as of April 14, 2025 (the “Closing Date”) is entered into by and between Limitless X Holdings, Inc., a Delaware corporation (the “Company”), and EM1 Capital LLC (the “Creditor”). The parties to this Agreement may be referred to individually as a “Party” and collectively as the “Parties.”

April 16, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 14, 2025 Date of Report (Date of earliest event reported) Limitless X Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 000-56453 81-1034163 (State or other jurisdiction of incorporation) (Commission

April 16, 2025 EX-10.1

Vendor Debt Conversoin Agreement with Jaspreet Mathur

Exhibit 10.1 DEBT CONVERSION AGREEMENT This Debt Conversion Agreement (referred to as this “Agreement”), dated as of April 14, 2025 (the “Closing Date”) is entered into by and between Limitless X Holdings, Inc., a Delaware corporation (the “Company”), and Jaspreet Mathur (the “Creditor”). The parties to this Agreement may be referred to individually as a “Party” and collectively as the “Parties.”

April 14, 2025 ADD EXHB

FUNDING COMMITMENT AGREEMENT

Exhibit 6.22 FUNDING COMMITMENT AGREEMENT This FUNDING COMMITMENT AGREEMENT (this “Agreement”) is entered into on June 3, 2023 (the “Effective Date”) by and between Limitless X Holdings Inc., a Delaware corporation (the “Company”) and Jaspreet Mathur, an individual (the “Lender”). WHEREAS, the Company seeks working capital for the Company in order to continue to move forward with its business plan

April 14, 2025 ADD EXHB

AGREEMENT APPOINTING MOUNTAIN SHARE TRANSFER, LLC. AS TRANSFER AGENT AND REGISTRANT

Exhibit 6.23 AGREEMENT APPOINTING MOUNTAIN SHARE TRANSFER, LLC. AS TRANSFER AGENT AND REGISTRANT This agreement is made this 5th day of September, 2019 between Mountain Share Transfer, LLC., a Georgia limited liability company, herein referred to as MST, and Bio Labs Naturals, Inc. a Nevada corporation, herein referred to as the Company. 1. Appointment. MST is hereby appointed transfer agent and r

April 14, 2025 ADD EXHB

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form 1-A/A of our report dated December 2, 2024 relating to the financial statements which appeared in Limitless X Holdings, Inc. Annual Report on Form 10-K/A for the years ended December 31, 2022 and December 31, 2023. /s/ M&K CPA’s, PLLC The

April 14, 2025 ADD EXHB

NOTICE TO INVESTORS

Exhibit 4.1 NOTICE TO INVESTORS THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK, SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. INVESTORS SHOULD FURTHER UNDERSTAND THAT THIS INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES OFFERED HEREBY HA

April 14, 2025 PART II AND III

Offering Circular dated April 11, 2025

File No. 024-12515 Offering Circular dated April 11, 2025 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the Offering Statement filed with the Commiss

April 14, 2025 ADD EXHB

April 11,

Exhibit 12.1 April 11, 2025 Board of Directors Limitless X Holdings Inc. 9777 Wilshire Blvd., Suite 400, Beverly Hills, CA 90212 To the Board of Directors: We have acted as counsel to Limitless X Holdings Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of its offering statement on Form 1-A/A, (the “Offering Statement”) with the Securities and Exchange Co

April 7, 2025 EX-13.1

Letter dated April 4, 2025 from M&K CPAS, PLLC to the Securities and Exchange Commission

Exhibit 13.1 April 4, 2025 Securities and Exchange Commission 100 F Street NE Washington, DC 20549 Ladies and Gentlemen: We have read the statements made Limitless X Holdings Inc. (the “Company”), set forth in Item 4.02 of the Company’s Current Report on Form 8-K, dated April 4, 2025 (the “Form 8-K”). We agree with the statements concerning our Firm contained in such Item 4.02. Very truly yours, /

April 7, 2025 8-K

Changes in Registrant's Certifying Accountant, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 1, 2024 Date of Report (Date of earliest event reported) LIMITLESS X HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 000-56453 81-1034163 (State or other jurisdiction of incorporation) (Commissi

April 1, 2025 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response....2.50 FORM 12b-25 SEC FILE NUMBER 000-56453 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ T

March 25, 2025 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 21, 2025 Date of Report (Date of earliest event reported) LIMITLESS X HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 000-56453 81-1034163 (State or other jurisdiction of incorporation) (Commission

March 25, 2025 EX-10.1

Promissory Note dated March 21, 2025 between the Company and the Holder

Exhibit 10.1 PROMISSORY NOTE $500,000.00 Wilmington, Delaware Maturity Date: Six Months (or on funding) Effective Date: March 21, 2025 1. LOAN AMOUNT Principal Loan Amount: The sum of $500,000 (“Loan Amount” or “Loan”) payable in favor of Limitless X Holdings Inc. (the “Maker”) specifically for payments made by Jaspreet Mathur for legal fees incurred by the Maker’s securities counsel ($200,000), e

February 14, 2025 ADD EXHB

ADD EXHB

Exhibit 6.18

February 14, 2025 ADD EXHB

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form 1-A of our report dated December 2, 2024 relating to the audit of the consolidated financial statements as of December 31, 2023 and 2022, and for the periods then ended, and the reference to our firm under the caption “Experts” in the Regi

February 14, 2025 ADD EXHB

NOTICE TO INVESTORS

Exhibit 4.1 NOTICE TO INVESTORS THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK, SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. INVESTORS SHOULD FURTHER UNDERSTAND THAT THIS INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES OFFERED HEREBY HA

February 14, 2025 ADD EXHB

ADD EXHB

Exhibit 6.19

February 14, 2025 ADD EXHB

February 14, 2025

Exhibit 12.1 February 14, 2025 Board of Directors Limitless X Holdings Inc. 9777 Wilshire Blvd., Suite 400, Beverly Hills, CA 90212 To the Board of Directors: We have acted as counsel to Limitless X Holdings Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of its offering statement on Form 1-A, (the “Offering Statement”) with the Securities and Exchange C

February 14, 2025 ADD EXHB

Termination of Manufacturing and Distribution Agreement dated as of November 1, 2023 between Limitless X, Inc. and Amarose Inc.

Exhibit 6.20

February 14, 2025 PART II AND III

[Preliminary] Offering Circular dated February [●], 2025

File No. 024-12515 [Preliminary] Offering Circular dated February [●], 2025 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this [Preliminary] Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the Offering

February 11, 2025 8-K

Unregistered Sales of Equity Securities, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 7, 2025 Date of Report (Date of earliest event reported) Limitless X Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 000-56453 81-1034163 (State or other jurisdiction of incorporation) (Commissi

February 11, 2025 EX-10.1

Debt Conversion Agreement

Exhibit 10.1

February 3, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 29, 2025 Date of Report (Date of earliest event reported) Limitless X Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 000-56453 81-1034163 (State or other jurisdiction of incorporation) (Commissi

January 30, 2025 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 24, 2025 Date of Report (Date of earliest event reported) Limitless X Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 000-56453 81-1034163 (State or other jurisdiction of incorporation) (Commissi

January 27, 2025 EX-10.1

Consulting Agreement dated January 24, 2025 by and between Limitless X Holdings Inc. and Limitless Performance Inc.

Exhibit 10.1 LIMITLESS X HOLDINGS INC. CONSULTANT AGREEMENT This Consultant Agreement (this “Agreement”) is entered into as of this January 24, 2025, by and between Limitless X Inc. (the “Company”), and Limitless Performance Inc. (the “Consultant”). WHEREAS, The Consultant owns the intellectual property from certain brands, including but not limited to NZT-48 and The Limitless Pill, and manufactur

January 27, 2025 8-K

Entry into a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 23, 2025 Date of Report (Date of earliest event reported) Limitless X Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 000-56453 81-1034163 (State or other jurisdiction of incorporation) (Commissi

January 27, 2025 EX-10.2

Amendment to Manufacturing and Distributorship Licensing Agreement dated as of January 24, 2025 by and between Limitless X Inc. and Limitless Performance Inc.

Exhibit 10.2 FIRST AMENDMENT TO MANUFACTURING AND DISTRIBUTORSHIP LICENSE AGREEMENT THIS FIRST AMENDMENT TO MANUFACTURING AND DISTRIBUTORSHIP LICENSE AGREEMENT (this “Amendment”) is effective as of January 24, 2025, by and between Limitless X, Inc., a Nevada corporation (“LimitlessX” or “Manufacturer”) and Limitless Performance Inc., a California corporation (“LPI” and together with the LimitlessX

January 27, 2025 EX-3.1

Certificate of Designation of Series D 15% Cumulative Redeemable Perpetual Preferred Stock of Limitless X Holdings Inc.

Exhibit 3.1

January 15, 2025 EX-10.1

Form of Settlement Agreement

Exhibit 10.1 January 9, 2025 CONFIDENTIAL SETTLEMENT COMMUNICATION On [●] you entered into an employment agreement (Exhibit A) with Limitless X Holdings, Inc. (the “Company”). The Agreement provided that you would be paid minimum wage until the Company was sufficiently liquid to pay your cash salary as contemplated by that agreement. Due to continued cash flow challenges, and in exchange for your

January 15, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 9, 2025 Date of Report (Date of earliest event reported) Limitless X Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 000-56453 81-1034163 (State or other jurisdiction of incorporation) (Commissio

January 15, 2025 EX-10.2

Form of Vendor Debt Agreement

Exhibit 10.2 DEBT CONVERSION AGREEMENT This Debt Conversion Agreement (referred to as this “Agreement”), dated as of [●] (the “Closing Date”), is entered into by and between Limitless X Holdings, Inc., a Delaware corporation (the “Company”), and [●] (the “Creditor”). The parties to this Agreement may be referred to individually as a “Party” and collectively as the “Parties.” RECITALS: WHEREAS, the

January 15, 2025 EX-3.1

Amended and Restated Certificate of Designation of Class C Convertible Preferred Stock of Limitless X Holdings Inc.

Exhibit 3.1

January 8, 2025 EX-3.1

Certificate of Designation of Class C Convertible Preferred Stock of Limitless X Holdings Inc.

Exhibit 3.1

January 8, 2025 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 2, 2025 Date of Report (Date of earliest event reported) Limitless X Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 000-56453 81-1034163 (State or other jurisdiction of incorporation) (Commissio

December 31, 2024 EX-10.1

Promissory Note dated December 31, 2024 between Limitless X Holdings, Inc. and Jaspreet Mathur dated December 31, 2024

Exhibit 10.1 PROMISSORY NOTE $200,000.00 Wilmington, Delaware Maturity Date: Six Months (or on funding) Effective Date: December 31, 2024 1. LOAN AMOUNT Principal Loan Amount: The sum of $200,000.00 (“Loan Amount” or “Loan”) payable in favor of Limitless X Holdings Inc. (the “Maker” or the “Company”) specifically for the retainer fee for the 2024 audit as well as additional securities attorney’s i

December 31, 2024 EX-10.2

Consulting Compensation Agreement dated December 21, 2024 by and between the Company and Kourous Ghasaban

Exhibit 10.2 LIMITLESS X HOLDINGS INC. CONSULTANT COMPENSATION AGREEMENT This Consultant Compensation Agreement (this “Agreement”) is entered into as of this December 21, 2024, by and between Limitless X Inc. (the “Company”), and Kourous Ghasaban (the “Consultant”). RECITALS WHEREAS, Consultant has experience in public relations, marketing, videography and brand awareness and influence; and WHEREA

December 31, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 31, 2024 Date of Report (Date of earliest event reported) LIMITLESS X HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 000-56453 81-1034163 (State or other jurisdiction of incorporation) (Commiss

December 23, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT UNDER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 000-56453 LIMITLESS X HOLDINGS INC.

December 20, 2024 EX-99.1

Limitless Horizons: A Vision for Growth, Innovation, and Shareholder Value at Limitless X Holdings Inc.

Exhibit 99.1 Limitless Horizons: A Vision for Growth, Innovation, and Shareholder Value at Limitless X Holdings Inc. LOS ANGELES, CA, December 20, 2024 - Limitless X Holdings, Inc. (OTCQB: LIMX), a celebrity-supported direct response marketing company focused on creating and promoting ‘Look Good, Feel Great’ products across various online platforms. Dear Valued Shareholders, As Chairman and CEO of

December 20, 2024 8-K

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 19, 2024 Date of Report (Date of earliest event reported) LIMITLESS X HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 000-5643 81-1034163 (State or other jurisdiction of incorporation) (Commissi

December 16, 2024 EX-10.1

Promissory Note dated December 10, 2024 between the Company and the Holder

Exhibit 10.1 PROMISSORY NOTE $145,000.00 Wilmington, Delaware Maturity Date: Six Months (or on funding) Effective Date: December 10, 2024 1. LOAN AMOUNT Principal Loan Amount: The sum of $145,000.00 (“Loan Amount” or “Loan”) payable in favor of Limitless X Holdings Inc. (the “Maker”) specifically for the re-audit fee, the securities attorney’s invoices, and recent marketing expenses, currently due

December 16, 2024 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 10, 2024 Date of Report (Date of earliest event reported) LIMITLESS X HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 000-56453 81-1034163 (State or other jurisdiction of incorporation) (Commiss

December 3, 2024 EX-10.12

Agreement for Purchase and Sale of Stock made as of June 1, 2023, by and between Limitless X Holding, Inc. ad Emblaze One, Inc.

Exhibit 10.12

December 3, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (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 Numb

November 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-56453 CUSIP NUMBER 090622309 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September

September 26, 2024 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 20, 2024 Date of Report (Date of earliest event reported) Limitless X Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 000-56453 81-1034163 (State or other jurisdiction of incorporation) (Commis

September 26, 2024 EX-3.1

Limitless X Holdings, Inc. Certificate of Amendment to the Certificate of Designation of Class B Convertible Preferred Stock (incorporated by references to Exhibit 3.1 in the Company’s Form8-K filed with the SEC on September 26, 2024).

Exhibit 3.1

September 16, 2024 EX-10.1

Form of Settlement Agreement and Release of Claims between the Company and certain employees dated September 10, 2024 (incorporated by reference to Exhibit 10.1 in the Company’s Quarterly Report on Form 8-K filed with the SEC on September 16, 2024).

Exhibit 10.1 SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS This Settlement Agreement and Release of Claims (“Agreement”) is entered into by and between Limitless X Holdings, Inc. (“the Company”) and , an employee of Company (“Employee”). R E C I T A L S A. Employee has raised concerns that the Company owes Employee salary, which amounts are disputed; B. Employee and the Company desire to avoid any di

September 16, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 10, 2024 Date of Report (Date of earliest event reported) Limitless X Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 000-56453 81-1034163 (State or other jurisdiction of incorporation) (Commis

August 14, 2024 EX-3.1

Limitless X Holdings, Inc. Amended and Restated Certificate of Incorporation, as amended (incorporated by reference To Exhibit 3.1 in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024).

Exhibit 3.1

August 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT UNDER SECT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 000-56453 LIMITLESS X HOLDINGS INC.

July 18, 2024 EX-99.1

RESIGNATION OF DIRECTOR July 18, 2024

Exhibit 99.1 RESIGNATION OF DIRECTOR July 18, 2024 Limitless X Holdings Inc. 9454 Wilshire Blvd. #300 Beverly Hills, CA 90212 Re: Notice of Resignation To whom it may concern: I resign as a director of Limitless X Holdings Inc., effective immediately. My resignation is not because of a disagreement with Limitless X Holdings Inc. on any matter relating to its operations, policies, or practices. Sin

July 18, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 18, 2024 Date of Report (Date of earliest event reported) Limitless X Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 000-56453 81-1034163 (State or other jurisdiction of incorporation) (Commission

May 20, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT UNDER SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 000-56453 LIMITLESS X HOLDINGS INC.

May 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-56453 CUSIP NUMBER (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Tra

May 14, 2024 8-K

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2024 Limitless X Holdings Inc. (Exact name of Registrant as specified in its charter) Delaware 000-56453 81-1034163 (State or other jurisdiction (Commission (I.R.S. Employer of

April 18, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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 LIMITLESS X HOL

April 1, 2024 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response....2.50 FORM 12b-25 SEC FILE NUMBER 000-56453 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ T

February 14, 2024 EX-4.2

2022 Restricted Stock Plan

Exhibit 4.2 LIMITLESS X HOLDINGS INC. 2022 RESTRICTED STOCK PLAN 1. Purpose This Limitless X Holdings Inc. 2022 Restricted Stock Plan (this “Plan”) is intended to provide incentives which will attract, retain, motivate, and reward executive officers, non-employee directors, and other key employees of Limitless X Holdings Inc., a Delaware corporation (the “Company”) or any of its Affiliates, by pro

February 14, 2024 S-1

As filed with the U.S. Securities and Exchange Commission on February 14, 2024.

As filed with the U.S. Securities and Exchange Commission on February 14, 2024. Registration No. 333-[ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIMITLESS X HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 47910 81-1034163 (State or Other Jurisdiction of Incorporation or O

February 14, 2024 EX-21.1

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries: 1. Prime Time Live- Colorado Corp 2. Limitless X Inc. – Nevada Corp

February 14, 2024 EX-4.3

2022 Stock Option Plan

Exhibit 4.3 LIMITLESS X HOLDINGS INC. 2022 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN 1. Purpose This Incentive and Nonstatutory Stock Option Plan (the “Plan”) is intended to further the growth and financial success of Limitless X Holdings Inc., a Delaware corporation (the “Company”) by providing additional incentives to selected employees, directors, and consultants to the Company or parent cor

February 14, 2024 EX-FILING FEES

Calculation of Filing Fee Tables

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) LIMITLESS X HOLDINGS, INC.

February 14, 2024 EX-3.2

Amended and Restated Bylaws

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF LIMITLESS X HOLDINGS INC., A DELAWARE CORPORATION TABLE OF CONTENTS TABLE OF CONTENTS Page ARTICLE I CORPORATE OFFICES 1 Section 1.1 Registered Office and Agent 1 Section 1.2. Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 Section 2.1. Place of Meetings 1 Section 2.2. Annual Meetings 1 Section 2.3. Special Meetings 1 Section 2.4. Notice of Stockhol

February 14, 2024 EX-3.7

Amended Certificate of Designation of Class B Preferred Convertible Stock

Exhibit 3.7 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATION OF CLASS B CONVERTIBLE PREFERRED STOCK OF LIMITLESS X HOLDINGS INC., a Delaware corporation Limitless X Holdings Inc., (the “Company”) a corporation organized and existing under and by virtue of the Delaware General Corporation Law (the “DGCL”), does hereby certify that the following resolution was duly adopted by the Board of Dire

December 20, 2023 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 18, 2023 Date of Report (Date of earliest event reported) Limitless X Holdings Inc. (Exact name of Registrant as specified in its charter) Delaware 000-56453 81-1034163 (State or other jurisdiction (Commission (I.R.S. Employ

December 1, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

November 20, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT UNDER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 000-56453 LIMITLESS X HOLDINGS INC.

November 15, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 000-56453 CUSIP Number: 090622309 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 000-56453 CUSIP Number: 090622309 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐

November 6, 2023 8-K

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 1, 2023 Date of Report (Date of earliest event reported) Limitless X Holdings Inc. (Exact name of Registrant as specified in its charter) Delaware 000-56453 81-1034163 (State or other jurisdiction (Commission (I.R.S. Employe

October 26, 2023 EX-3.1

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

Exhibit 3.1

October 26, 2023 8-K

Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 23, 2023 Date of Report (Date of earliest event reported) Limitless X Holdings Inc. (Exact name of Registrant as specified in its charter) Delaware 000-56453 81-1034163 (State or other jurisdiction (Commission (I.R.S. Employe

August 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT UNDER SECT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 000-56453 LIMITLESS X HOLDINGS INC.

June 6, 2023 EX-10.2

Funding Commitment Agreement, dated June 3, 2023

Exhibit 10.2 FUNDING COMMITMENT AGREEMENT This FUNDING COMMITMENT AGREEMENT (this “Agreement”) is entered into on June 3, 2023 (the “Effective Date”) by and between Limitless X Holdings Inc., a Delaware corporation (the “Company”) and Jaspreet Mathur, an individual (the “Lender”). WHEREAS, the Company seeks working capital for the Company in order to continue to move forward with its business plan

June 6, 2023 EX-10.1

Agreement for Purchase and Sale of Stock, dated June 1, 2023

Exhibit 10.1 AGREEMENT FOR PURCHASE AND SALE OF STOCK This Agreement for Purchase and Sale of Stock (“Agreement”) is made as of June 1, 2023, by and among Limitless X Holdings Inc. (“Seller”) and Emblaze One, Inc. (“Buyer”). The stock that is the subject of this Agreement (hereinafter “Stock”) is 5,000 shares of capital stock of Vybe Labs, Inc., a Delaware corporation (hereinafter “the Corporation

June 6, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 1, 2023 Date of Report (Date of earliest event reported) Limitless X Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 1, 2023 Date of Report (Date of earliest event reported) Limitless X Holdings Inc. (Exact name of Registrant as specified in its charter) Delaware 000-56453 81-1034163 (State or other jurisdiction (Commission File Number) (I.R.S

May 15, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT UNDER SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 000-56453 LIMITLESS X HOLDINGS INC.

April 17, 2023 EX-4.3

2022 Stock Option Plan

Exhibit 4.3 LIMITLESS X HOLDINGS INC. 2022 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN 1. Purpose This Incentive and Nonstatutory Stock Option Plan (the “Plan”) is intended to further the growth and financial success of Limitless X Holdings Inc., a Delaware corporation (the “Company”) by providing additional incentives to selected employees, directors, and consultants to the Company or parent cor

April 17, 2023 EX-4.2

2022 Restricted Stock Plan

Exhibit 4.2 LIMITLESS X HOLDINGS INC. 2022 RESTRICTED STOCK PLAN 1. Purpose This Limitless X Holdings Inc. 2022 Restricted Stock Plan (this “Plan”) is intended to provide incentives which will attract, retain, motivate, and reward executive officers, non-employee directors, and other key employees of Limitless X Holdings Inc., a Delaware corporation (the “Company”) or any of its Affiliates, by pro

April 17, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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, 2022 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 LIMITLESS X HOL

April 17, 2023 EX-4.6

Description of Capital Stock

Exhibit 4.6 DESCRIPTION OF CAPITAL STOCK This summary does not purport to be complete. It is subject to and qualified in its entirety by reference to our Amended and Restated Certificate of Incorporation (the “certificate of incorporation”) and our Amended and Restated Bylaws (the “bylaws”), each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this E

April 17, 2023 EX-21.1

List of Subsidiaries

Exhibit 21.1 List of the Registrant’s Subsidiaries Limitless X, Inc. (Nevada) Prime Time Live, Inc. (Colorado) Vybe Labs, Inc. (Delaware)

April 3, 2023 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 000-56453 CUSIP Number: 090622309 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 000-56453 CUSIP Number: 090622309 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Fiscal Year Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-

February 2, 2023 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 29, 2023 Date of Report (Date of earliest event reported) Limitless X Holdings Inc. (Exact name of Registrant as specified in its charter) Delaware 000-56453 81-1034163 (State or other jurisdiction (Commission File Number) (I

February 2, 2023 EX-3.1

Amended and Restated Bylaws

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF LIMITLESS X HOLDINGS INC., A DELAWARE CORPORATION TABLE OF CONTENTS Page ARTICLE I CORPORATE OFFICES 1 Section 1.1 Registered Office and Agent 1 Section 1.2. Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 Section 2.1. Place of Meetings 1 Section 2.2. Annual Meetings 1 Section 2.3. Special Meetings 1 Section 2.4. Notice of Stockholders’ Meetings 2 S

January 13, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 11, 2023 Date of Report (Date of earliest event reported) Limitless X Holdings Inc. (Exact name of Registrant as specified in its charter) Delaware 000-56453 81-1034163 (State or other jurisdiction (Commission File Number) (I

December 21, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 19, 2022 Date of Report (Date of earliest event reported) Limitless X Holdings Inc. (Exact name of Registrant as specified in its charter) Delaware 000-56453 81-1034163 (State or other jurisdiction (Commission File Number) (

December 21, 2022 EX-3.1

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

EX-3.1 2 ea170620ex3-1limitless.htm CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION FILED DECEMBER 19, 2022 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Limitless X Holdings Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”) does hereby

November 10, 2022 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

DEF 14C 1 ea168434-def14climitless.htm DEFINITIVE INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitiv

November 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT UNDER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 000-56453 LIMITLESS X HOLDINGS INC.

November 2, 2022 8-A12G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A Amendment No. 1 For Registration of Certain Classes of Securities Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A Amendment No. 1 For Registration of Certain Classes of Securities Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 LIMITLESS 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. Empl

November 1, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 31, 2022 Date of Report (Date of earliest event reported) Limitless X Holdings Inc. (Exact name of Registrant as specified in its charter) Delaware 000-56453 81-1034163 (State or other jurisdiction (Commission File Number) (I

November 1, 2022 EX-3.1

Amended and Restated Certificate of Incorporation filed October 31, 2022

EX-3.1 2 ea167885ex3-1limitless.htm AMENDED AND RESTATED CERTIFICATE OF INCORPORATION FILED OCTOBER 31, 2022 Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 02:30 PM 10/31/2022 FILED 02:30 PM 10/31/2022 SR 20223900993 - File Number 4864845 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LIMITLESS X HOLDINGS INC. Limitless X Holdings Inc., a corporation orga

October 26, 2022 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement LIMITLESS X HOLDINGS INC. (Name of Registrant As

October 4, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 3, 2022 Date of Report (Date of earliest event reported) Limitless X Holdings Inc. (Exact name of Registrant as specified in its charter) Delaware 000-56453 81-1034163 (State or other jurisdiction (Commission File Number) (I.

August 30, 2022 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement LIMITLESS X HOLDINGS INC. (Name of Registrant As

August 29, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 24, 2022 Date of Report (Date of earliest event reported) Limitless X Holdings Inc. (Exact name of Registrant as specified in its charter) Delaware 000-56453 81-1034163 (State or other jurisdiction (Commission File Number) (I.

August 15, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT UNDER SECT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 000-56453 LIMITLESS X HOLDINGS INC.

August 12, 2022 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement LIMITLESS X HOLDINGS INC. (Name of Registrant As

August 5, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 2, 2022 Date of Report (Date of earliest event reported) Limitless X Holdings Inc. (f/k/a Bio Lab Naturals Inc.) (Exact name of Registrant as specified in its charter) Delaware 000-56453 81-1034163 (State or other jurisdiction

August 5, 2022 EX-10.1

Amendment to Share Exchange Agreement, dated August 2, 2022

EX-10.1 2 ea163860ex10-1limitless.htm AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT, DATED AUGUST 2, 2022 Exhibit 10.1 Amendment No. 1 to SHARE EXCHANGE AGREEMENT This Amendment No.1 to Share Exchange Agreement (this “Agreement”) is entered into as of August 2nd, 2022 (the “Effective Date”) by and among Limitless X Holdings Inc., f/k/a Bio Lab Naturals, Inc., a Delaware corporation (the “Company”),

June 17, 2022 EX-99.1

Certificate of Amendment

Exhibit 99.1

June 17, 2022 8-A12G

REGISTRATION OF A CLASS OF SECURITIES - FORM 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 193

REGISTRATION OF A CLASS OF SECURITIES - FORM 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 17, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 8, 2022 Date of Report (Date of earliest event reported) Limitless X Holdings Inc. (f/k/a Bio Lab Naturals Inc.) (Exact name of Registrant as specified in its charter) Delaware 333-239640 81-1034163 (State or other jurisdiction

June 8, 2022 8-K

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 1, 2022 Date of Report (Date of earliest event reported) Bio Lab Naturals, Inc. (Exact name of Registrant as specified in its charter) Delaware 333-239640 81-1034163 (State or other jurisdiction (Commission File Number) (I.R.S.

June 8, 2022 EX-99.1

ACTION BY WRITTEN CONSENT OF DIRECTORS (Section 222, Delaware General Corporation Law) Bio Lab Naturals Inc. A Delaware Corporation

Exhibit 99.1 ACTION BY WRITTEN CONSENT OF DIRECTORS (Section 222, Delaware General Corporation Law) OF Bio Lab Naturals Inc. A Delaware Corporation The undersigned, being all directors (the ?Directors?) of Bio Lab Naturals Inc., a Delaware Corporation, (the "Company"), pursuant to the Bylaws of the Company and Delaware General Corporation Law, hereby consents in writing to the following actions of

June 8, 2022 EX-99.2

ACTION BY WRITTEN CONSENT OF SHAREHOLDERS (Section 222, Delaware General Corporation Law) BIO LAB NATURALS INC. A Delaware Corporation

Exhibit 99.2 ACTION BY WRITTEN CONSENT OF SHAREHOLDERS (Section 222, Delaware General Corporation Law) OF BIO LAB NATURALS INC. A Delaware Corporation The undersigned shareholders holding and possessing a majority of the issued and outstanding shares of Common Stock of Bio Lab Naturals Inc., a Delaware Corporation (the ?Company?), by their signature(s) below or on a counterpart hereof, hereby adop

May 26, 2022 EX-10.4

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

EXHIBIT 10.4 MANUFACTURING & DISTRIBUTORSHIP LICENSE AGREEMENT This AGREEMENT is entered into as of December 1, 2021, between SMILZ INC. (?Smilz?), a California corporation located at 4935 Mcconnell Ave., Suite 3, Los Angeles, California, and LIMITLESS X INC. (?LimitlessX? or ?Manufacturer?), a Nevada Corporation located at 9454 Wilshire Blvd., Suite 300, Beverly Hills, California. A. Smilz has de

May 26, 2022 EX-10.8

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

EXHIBIT 10.8 PROMISSORY NOTE $150,000.00 Los Angeles, California 12-Month Note Effective Date: February 11, 2022 1. MAKER'S PROMISE TO PAY For value received, specifically a loan to pay for Sunset marketing events, Limitless X Inc. (referred to as ?Maker?), promises to pay to the order of ?Jaspreet Mathur?, including his agents, officers, successors, and assigns (collectively referred to as the ?H

May 26, 2022 EX-10.2

FORM OF CONSULTING AGREEMENT

EXHIBIT 10.2 FORM OF CONSULTING AGREEMENT This Consulting Agreement (the ?Agreement?), effective as of May , 2022 (the ?Effective Date?) is by and between Bio Lab Naturals, Inc., a Delaware corporation (the ?Company?) and (the ?Consultant?). WHEREAS, the Company desires to engage Consultant, as an independent contractor, to perform certain services for the Company and Consultant desires to perform

May 26, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 25, 2022 Date of Report (Date of earliest event reported) Bio Lab Naturals, Inc. (Exact name of Registrant as specified in its charter) Delaware 333-239640 81-1034163 (State or other jurisdiction (Commission File Number) (I.R.S.

May 26, 2022 EX-10.9

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

EXHIBIT 10.9 PROMISSORY NOTE $550,000.00 Los Angeles, California 12-Month Note Effective Date: May 8, 2022 1. MAKER'S PROMISE TO PAY For value received, specifically a loan to cover multiple invoices, Limitless X Inc. (referred to as ?Maker?), promises to pay to the order of ?Jaspreet Mathur?, including his agents, officers, successors, and assigns (collectively referred to as the ?Holder?), at 94

May 26, 2022 EX-10.6

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

EX-10.6 8 ex106.htm MANUFACTURING AND DISTRIBUTORSHIP LICENSE AGREEMENT BETWEEN REGISTRANT AND AMAROSE INC., DATED AS OF DECEMBER 1, 2021 EXHIBIT 10.6 MANUFACTURING & DISTRIBUTORSHIP LICENSE AGREEMENT This AGREEMENT is entered into as of December 1, 2021, between AMAROSE INC.. (hereinafter referred to as “Amarose”), a Florida corporation located at 515 E Las Olas Blvd., Ste Fort Lauderdale, Florid

May 26, 2022 EX-99.1

Limitless X Goes Public, Completes Previously Announced Share Exchange With Bio Lab Naturals, Inc

EXHIBIT 99.1 Limitless X Goes Public, Completes Previously Announced Share Exchange With Bio Lab Naturals, Inc LOS ANGELES, May 23, 2022 /PRNewswire/ - Bio Lab Naturals, (?the Company?) (OTCQB:BLAB) announced that the Company and the shareholders of Limitless X, a creative and empowering lifestyle agency that has launched numerous industry-leading products in the dietary and CBD supplement sectors

May 26, 2022 EX-10.7

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

EXHIBIT 10.7 PROMISSORY NOTE $50,000.00 Los Angeles, California 12-Month Note Effective Date: December 6, 2021 1. MAKER'S PROMISE TO PAY For value received, specifically a loan for initial start-up costs, to pay for Sunset marketing events, Limitless X Inc. (referred to as ?Maker?), promises to pay to the order of ?Jaspreet Mathur?, including his agents, officers, successors, and assigns (collecti

May 26, 2022 EX-10.1

Lock-Up/Leak Out Agreement

EXHIBIT 10.1 Lock-Up/Leak Out Agreement May 11 , 2022 Bio Lab Naturals, Inc. 7400 East Crestline Circle Suite 130 Greenwood Village Colorado 80111 Attention Chief Executive Officer Limitless X Inc. 9454 Wilshire Boulevard Suite 300 Beverly Hills, California 90212 Attention Jas Mathur, Chief Executive Officer Ladies and Gentlemen: In connection with that certain Share Exchange Agreement by and amon

May 26, 2022 EX-3.1

Amended Certificate of Designation of Class A Preferred Convertible Stock

EXHIBIT 3.1 AMENDED CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED CONVERTIBLE STOCK OF BIO LAB NATURALS, INC. A Delaware Corporation It is hereby certified that: 1. The name of the Company (hereinafter called the "Company") is Bio Lab Naturals, Inc., a Delaware corporation. 2. Pursuant to Section 151 of the Delaware General Corporation Law, the Certificate of Incorporation of the Company author

May 26, 2022 EX-10.3

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

EXHIBIT 10.3 MANUFACTURING & DISTRIBUTORSHIP LICENSE AGREEMENT This AGREEMENT is entered into as of December 1, 2021, between DIVATRIM INC. (hereinafter referred to as ?Divatrim?), a Florida corporation located at 515 E Las Olas Blvd., Ste 120 Fort Lauderdale, Florida 33301, and LIMITLESS X INC. (?LimitlessX?), a Nevada Corporation located at 9454 Wilshire Blvd., Suite 300, Beverly Hills, Californ

May 26, 2022 EX-10.11

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

EX-10.11 13 ex1011.htm LIMITLESS X INC. PROMISSORY NOTE IN AMOUNT OF $450,000, DATED AS OF MAY 18, 2022 PROMISSORY NOTE $450,000.00 Los Angeles, California 30-Day Repayment Effective Date: May 18, 2022 1. MAKER'S PROMISE TO PAY For value received, specifically a loan to pay invoices from third party advertiser network company, Limitless X Inc. (referred to as “Maker”), promises to pay to the order

May 26, 2022 EX-10.10

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

EX-10.10 12 ex1010.htm LIMITLESS X INC. PROMISSORY NOTE IN AMOUNT OF $1,100,000, DATED AS OF MAY 16, 2022 EXHIBIT 10.10 PROMISSORY NOTE $1,100,000.00 Los Angeles, California 30-Day Repayment Effective Date: May 16, 2022 1. MAKER'S PROMISE TO PAY For value received, specifically a loan to pay invoices from third party advertiser network company, Limitless X Inc. (referred to as “Maker”), promises t

May 26, 2022 EX-10.5

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

EXHIBIT 10.5 MANUFACTURING & DISTRIBUTORSHIP LICENSE AGREEMENT This AGREEMENT is entered into as of December 1, 2021, between Limitless Performance Inc. (hereinafter referred to as ?LPI?), a California corporation located at 1801 Century Park East, 24th Floor, Los Angeles, CA 90067, and LIMITLESS X INC. (?LimitlessX? or ?Manufacturer?), a Nevada Corporation located at 9454 Wilshire Blvd., Suite 30

May 13, 2022 EX-10.1

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

Exhibit 10.1 SHARE EXCHANGE AGREEMENT dated as of May 11, 2022 by and among Bio Lab Naturals, Inc., a Delaware corporation, on the one hand and Limitless X, Inc., a California corporation, Jaspreet Mathur, an individual, and Jaspreet Mathur, and the other Exchanging Shareholders of Limitless X, Inc. listed on Schedule A hereto on the other hand SHARE EXCHANGE AGREEMENT This Share Exchange Agreemen

May 13, 2022 8-K

Changes in Control of Registrant, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 11, 2022 Date of Report (Date of earliest event reported) Bio Lab Naturals, Inc. (Exact name of Registrant as specified in its charter) Delaware 333-239640 81-1034163 (State or other jurisdiction (Commission File Number) (I.R.S.

May 10, 2022 POS AM

As filed with the Securities and Exchange Commission on May 10 , 2022

As filed with the Securities and Exchange Commission on May 10 , 2022 Registration No.

May 2, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 333-239640 BIO LAB NATURALS, INC.

April 26, 2022 POS AM

As filed with the Securities and Exchange Commission on April 25 , 2022

As filed with the Securities and Exchange Commission on April 25 , 2022 Registration No.

March 18, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 333-239640 Commission file number Bio Lab Natura

November 3, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 333-239640 BIO LAB NATURALS, INC.

July 30, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X]QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 333-239640 BIO LAB NATURALS, INC.

May 5, 2021 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 333-239640 BIO LAB NATURALS, INC.

March 31, 2021 EX-99.1

EXHIBIT 99.1

EXHIBIT 99.1 Bio Lab Naturals, Inc., a Delaware corporation (BLAB: OTC) announces entry into a Lease/Purchase Agreement. Denver, CO / Accesswire / March 30, 2021 / Bio Lab Naturals, Inc., a Delaware corporation, "BLAB" (OTCQB: BLAB), based in Denver, Colorado, desires to provide information to its investors and shareholders related to a Lease/Purchase Agreement dated March 24, 2021. On March 24, 2

March 31, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: March 30, 2021 Bio Lab Naturals, Inc. (Exact name of registrant as specified in its charter) Delaware 333-239640 84-2288662 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identif

March 22, 2021 EX-99.1

EXHIBIT 99.1

EXHIBIT 99.1 Bio Lab Naturals, Inc. a Delaware corporation, (BLAB:OTC) Addresses a Yahoo Press Release containing Information that was not Applicable to the Company For Immediate Release: Bio Lab Naturals, Inc., a Delaware corporation, "BLAB" (OTCQB) based in Denver, Colorado wishes to clear up any confusion as to a news release dated January 6, 2020, that appears on Yahoo Finance on the quote pag

March 22, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: March 22, 2021 Bio Lab Naturals, Inc. (Exact name of registrant as specified in its charter) Delaware 333-239640 84-2288662 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identif

March 1, 2021 10-K

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 333-239640 Commission file number Bio Lab Natura

December 15, 2020 POS AM

-

As filed with the Securities and Exchange Commission on December 14, 2020 Registration No.

November 18, 2020 EX-99

Bio Lab Naturals, Inc.’s subsidiary signs Exclusive Distribution Agreement

EXHIBIT 99.1 Bio Lab Naturals, Inc.’s subsidiary signs Exclusive Distribution Agreement Greenwood Village, CO November 18, 2020, Bio Lab Naturals, Inc. (“BLAB” or the “Company”) (QTCQB: BLAB) announces today that its subsidiary, Prime Time Live, Inc. (“PTL”) signed an Exclusive Distribution Agreement on November 13, 2020 with Insane Impact, LLC (“Insane Impact”), an Iowa limited liability company,

November 18, 2020 EX-10

Exclusive Distribution Agreement

EXHIBIT 10.1 Exclusive Distribution Agreement THIS EXCLUSIVE DISTRIBUTION AGREEMENT (this “Agreement”) is entered into effective as of November 13th, 2020 (the “Effective Date”) by and between Insane Impact LLC, an Iowa limited liability company (“Insane Impact”) and Prime Time Live Inc., a Colorado corporation (“PTL”). The parties agree as follows: 1. Appointment a. Subject to the terms and condi

November 18, 2020 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 biolab8knov182020.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 13, 2020 Bio Lab Naturals, Inc. (Exact name of registrant as specified in its charter) Delaware 333-239640 84-2288662 (State or other jurisdiction of incorporation) (Commission Fil

November 12, 2020 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 30, 2020 Bio Lab Naturals, Inc. (Exact name of registrant as specified in its charter) Delaware 333-239640 84-2288662 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Ident

November 4, 2020 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 333-239640 BIO LAB NATURALS, INC.

October 20, 2020 424B2

PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, dated October 7, 2020 BIO LAB NATURALS, INC. 9,690,999 shares of common stock of selling shareholders

Filed pursuant to Rule 424(b)(2) Registration No. 333-239640 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy the

October 14, 2020 CORRESP

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October 7, 2020 S-1/A

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============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 7, 2020 CORRESP

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Michael A. Littman Attorney at Law PO Box 1839 Arvada, CO 80001 (720) 530-6184 [email protected] October 7, 2020 VIA EDGAR CORRESPONDENCE Securities and Exchange Commission Division of Corporation Finance Office of Trade and Services Washington, D. C. 20549 Re: Bio Lab Naturals, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed September 23, 2020 File No. 333-239640 Dear Commission,

September 23, 2020 CORRESP

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Michael A. Littman Attorney at Law PO Box 1839 Arvada, CO 80001 (720) 530-6184 [email protected] September 23, 2020 VIA EDGAR CORRESPONDENCE Securities and Exchange Commission Division of Corporation Finance Office of Trade and Services Washington, D. C. 20549 Re: Bio Lab Naturals, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed August 14, 2020 File No. 333-239640 Dear Commission,

September 23, 2020 S-1/A

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============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

September 2, 2020 CORRESP

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Michael A. Littman Attorney at Law PO Box 1839 Arvada, CO 80001 (720) 530-6184 September 2, 2020 VIA EDGAR CORRESPONDENCE Securities and Exchange Commission Division of Corporate Finance Washington, D. C. 20549 Attn: Scott Stringer Re: Bio Lab Naturals, Inc. Amendment No. 1 to Registration Statement on Form S-1 File No. 333-239640 Dear Mr. Stringer, On behalf of the Issuer, I am responding to comm

August 14, 2020 S-1/A

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============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 14, 2020 CORRESP

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Michael A. Littman Attorney at Law P.O. Box 1839 Arvada, CO 80001 (720) 530-6184 [email protected] August 14, 2020 VIA EDGAR United States Securities & Exchange Commission Division of Corporation Finance Office of Trades and Services Attn: Scott Stringer or Theresa Brillant Washington, D.C. 20549 Re: Bio Lab Naturals, Inc. Registration Statement on Form S-1 Filed July 2, 2020 File No. 333-239640 D

July 2, 2020 EX-3.15

Articles of Amendment to Articles of Incorporation - Name Change Prime Time Live, Inc. filed December 3, 2019

July 2, 2020 EX-3.12

Certification of Amendment of Certificate of Incorporation (Article 4) filed February 3, 2020

July 2, 2020 EX-4.2

EX-4.2

July 2, 2020 EX-21.1

List of Subsidiaries

EX-21.1 25 ex21.htm EXHIBIT 21 LIST OF SUBSIDIARIES Prime Time Live, Inc. – a Colorado corporation

July 2, 2020 EX-3.1

Certificate of Merger to Delaware filed August 20, 2010

July 2, 2020 EX-3.13

Articles of Incorporation *

July 2, 2020 EX-3.4

Certificate of Incorporation of Bio Lab Naturals, Inc. filed August 26, 2010

July 2, 2020 EX-3.6

Certificate of Amendment of Certificate of Incorporation - Bio Lab Naturals, Inc. filed October 10, 2010

July 2, 2020 EX-3.9

Certificate of Amendment of Certificate of Incorporation - Name change to Set Net Global, Inc. filed April 1, 2015

July 2, 2020 S-1

Registration Statement -

S-1 1 blabforms1.htm ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BIO LAB NATURALS, INC. (Exact name of registrant as specified in its charter) DELAWARE (State or jurisdiction of incorporation or organization) 7312 (Primary Stand

July 2, 2020 EX-3.17

Bylaws of PTL Acquisition Sub, Inc.

EXHIBIT 3(ii).17 BYLAWS OF PTL ACQUISITION SUB, INC. Article I SHAREHOLDERS 1. ANNUAL SHAREHOLDERS' MEETING. The annual shareholders' meeting shall be held on the date and at the time and place fixed from time to time by the Board of Directors. 2. SPECIAL SHAREHOLDERS' MEETING. A special shareholders' meeting for any purpose or purposes, may be called by the Board of Directors or the president. Th

July 2, 2020 EX-3.7

Certificate of Amendment of Certificate of Incorporation - Name Change to Vyta Corp. filed April 18, 2013

EX-3.7 8 ex37.htm

July 2, 2020 EX-4.3

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

EX-4.3 21 ex43.htm

July 2, 2020 EX-3.2

Certificate of Incorporation of Vyta Corp. filed June 3, 2010

EX-3.2 3 ex32.htm

July 2, 2020 EX-3.10

Certificate of Amendment of Certificate of Incorporation - Name change back to Bio Lab Naturals, Inc. filed July 16, 2019

July 2, 2020 EX-3.14

Statement of Correction of Prime Time Live filed September 17, 2019

EX-3.14 15 ex314.htm

July 2, 2020 EX-10.1

Agreement and Plan of Reorganization with Prime Time Live, Inc.

EXHIBIT 10.1 AGREEMENT AND PLAN OF REORGANIZATION This Agreement and Plan of Reorganization ("Agreement") supercedes and replaces that Agreement of Merger between the parties made and entered into as of December 31, 2019 (the "Effective Date"), by and among Prime Time Live, Inc. , a Colorado corporation, with its principal office at 5770 S. Beech Court, Greenwood Village, Co. 80121 ("PTL"), and Bi

July 2, 2020 EX-3.5

Certificate of Incorporation of 10 Vyta, Inc. filed August 26, 2010

EX-3.5 6 ex35.htm

July 2, 2020 EX-3.16

By-Laws *

EXHIBIT 3(ii).16 BYLAWS OF BIO LAB NATURALS, INC. Article I SHAREHOLDERS 1. ANNUAL SHAREHOLDERS' MEETING. The annual shareholders' meeting shall be held on the date and at the time and place fixed from time to time by the Board of Directors. 2. SPECIAL SHAREHOLDERS' MEETING. A special shareholders' meeting for any purpose or purposes, may be called by the Board of Directors or the president. The C

July 2, 2020 EX-4.4

EX-4.4

July 2, 2020 EX-3.11

Articles of Amendment of HPI Equipment Corp. Name Change to PTL Acquisition Sub, Inc. filed January 28, 2020

July 2, 2020 EX-3.8

Certificate of Correction - Voiding Name Change filed March 27, 2015

EX-3.8 9 ex38.htm

July 2, 2020 EX-3.3

Certificate of Amendment of Certificate of Incorporation of Vyta Corp. filed August 26, 2010

EX-3.3 4 ex33.htm

July 2, 2020 EX-4.5

EX-4.5

July 2, 2020 EX-4.1

2020 Stock Option Plan

EXHIBIT 4.1 2020 BIO LAB NATURALS, INC. STOCK OPTION AND AWARD INCENTIVE PLAN SECTION 1: GENERAL PURPOSE OF PLAN The name of this plan is the BIO LAB NATURALS, INC. STOCK OPTION AND AWARD INCENTIVE PLAN (the "Plan"). The purpose of the Plan is to enable BIO LAB NATURALS, INC., a Delaware corporation (the "Company"), and any Parent or any Subsidiary to obtain and retain the services of the types of

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