Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 17, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-56453 | ||
Entity Registrant Name | LIMITLESS X HOLDINGS INC. | ||
Entity Central Index Key | 0001803977 | ||
Entity Tax Identification Number | 81-1034163 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 9454 Wilshire Blvd. #300 | ||
Entity Address, City or Town | Beverly Hills | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 90212 | ||
City Area Code | (855) | ||
Local Phone Number | 413-7030 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 54.1 | ||
Entity Common Stock, Shares Outstanding | 3,930,333 | ||
Documents Incorporated By Reference | None | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 5041 | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Location | Lakewood, CO |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 5,843,323 | $ 78,856 |
Accounts receivables, net of allowance for doubtful accounts of $0 and $0, respectively | 895,713 | 322,499 |
Holdback receivables, net of allowance for doubtful accounts of $1,300,855 and $0, respectively | 1,043,991 | 162,226 |
Inventories, net | 3,855,946 | 1,875,146 |
Total current assets | 11,638,973 | 2,438,727 |
Non-Current Assets: | ||
Operating lease right-of-use asset, net | 91,032 | 224,202 |
Equipment, net | 32,256 | |
Other assets | 78,965 | 10,985 |
Total non-current assets | 202,253 | 235,187 |
Total assets | 11,841,226 | 2,673,914 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 2,419,051 | 215,176 |
Current portion of operating lease liabilities | 92,195 | 132,200 |
Royalty payable | 1,114,403 | |
Refunds payable | 213,930 | 207,599 |
Chargebacks payable | 118,288 | 100,350 |
Income tax payable | 17,056 | 22,906 |
Note payable | 35,000 | |
Convertible note payables | 9,175,000 | |
Current portion of loan payables to shareholder | 4,462,028 | 28,802 |
Note payables to related parties | 1,247,011 | |
Total current liabilities | 18,893,962 | 707,033 |
Loan payables to shareholder, less current portion | 21,198 | |
Operating lease liabilities, less current portion | 92,195 | |
Total liabilities | 18,893,962 | 820,426 |
Commitments and contingencies | ||
Stockholders’ Equity | ||
Preferred Stock - $0.0001 par value; 30,000,000 authorized shares; 500,000 shares issued and outstanding and at December 31, 2022 and December 31, 2021 | 50 | 50 |
Common Stock- $0.0001 par value; 300,000,000 authorized shares; 3,929,834 shares issued and outstanding and 3,496,150 shares issued and outstanding and 397,000 shares issuable at December 31, 2022 and December 31, 2021, respectively | 394 | 390 |
Additional paid-in-capital | 2,966,162 | 1,848,384 |
Retained earnings | (10,019,342) | 4,664 |
Total stockholders’ equity | (7,052,736) | 1,853,488 |
Total liabilities and stockholders’ equity | $ 11,841,226 | $ 2,673,914 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 0 | $ 0 |
Allowance for doubtful accounts premiums and other receivables | $ 1,300,855 | $ 0 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 30,000,000 | 30,000,000 |
Preferred stock, shares issued | 500,000 | 500,000 |
Preferred stock, shares outstanding | 500,000 | 500,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 3,929,834 | 3,496,150 |
Common stock, shares outstanding | 3,929,834 | 3,496,150 |
Common stock, shares issuable | 397,000 | 397,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Revenue | ||
Total revenue | $ 302,371 | $ 58,688,296 |
Cost of sales | ||
Total cost of sales | 3,258 | 6,943,038 |
Gross profit | 299,113 | 51,745,258 |
Operating expenses: | ||
General and administrative | 12,054 | 1,938,640 |
Advertising and marketing | 194,679 | 47,164,700 |
Stock compensation for services | 1,117,782 | |
Transaction fees | 1,416 | 3,201,599 |
Merchant fees | 20,092 | 2,459,670 |
Royalty fees | 1,114,403 | |
Professional fees | 14,000 | 1,647,787 |
Payroll and payroll taxes | 17,794 | 1,306,565 |
Rent | 11,508 | 205,497 |
Bad debt expense | 1,300,855 | |
Consulting fees, related party | 43,500 | |
Total operating expenses | 271,543 | 61,500,998 |
Income (loss) from operations | 27,570 | (9,755,740) |
Other income (expense) | ||
Interest expense | (348,017) | |
Other income | 57,756 | |
Gain on disposal of assets | 28,397 | |
Total other income (expense), net | (261,864) | |
Income (loss) before income taxes | 27,570 | (10,017,604) |
Income tax provision | 22,906 | 6,402 |
Net income (loss) | $ 4,664 | $ (10,024,006) |
Net income (loss) per common share - basic and diluted | $ 0 | $ (2.71) |
Weighted average number of common shares | 1,986,073 | 3,692,740 |
Product [Member] | ||
Revenue | ||
Total revenue | $ 302,371 | $ 40,364,955 |
Service [Member] | ||
Revenue | ||
Total revenue | 18,308,341 | |
Rentals [Member] | ||
Revenue | ||
Total revenue | 15,000 | |
Cost Of Sale [Member] | ||
Cost of sales | ||
Total cost of sales | 3,258 | 6,942,680 |
Cost Of Sales Other [Member] | ||
Cost of sales | ||
Total cost of sales | $ 358 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Common Stock Issuable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Sep. 26, 2021 | $ 50 | $ 350 | $ 40 | $ (440) | ||
Balance, shares at Sep. 26, 2021 | 500,000 | 3,496,150 | 397,000 | |||
Net income (loss) | 4,664 | 4,664 | ||||
Contributions | 1,848,824 | 1,848,824 | ||||
Balance at Dec. 31, 2021 | $ 50 | $ 350 | $ 40 | 1,848,384 | 4,664 | 1,853,488 |
Balance, shares at Dec. 31, 2021 | 500,000 | 3,496,150 | 397,000 | |||
Issuance of common stock | $ 10 | $ (10) | ||||
Issuance of common stock, shares | 97,000 | (97,000) | ||||
Issuance of common stock issuable | $ 30 | $ (30) | ||||
Issuance of common stock issuable, shares | 300,000 | (300,000) | ||||
Issuance of common stock for services | $ 4 | 1,117,778 | 1,117,782 | |||
Issuance of common stock for services, shares | 36,684 | |||||
Net income (loss) | (10,024,006) | (10,024,006) | ||||
Balance at Dec. 31, 2022 | $ 50 | $ 394 | $ 2,966,162 | $ (10,019,342) | $ (7,052,736) | |
Balance, shares at Dec. 31, 2022 | 500,000 | 3,929,834 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 4,664 | $ (10,024,006) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 5,686 | |
Common stock issued for professional fees | 1,117,782 | |
Changes in assets and liabilities: | ||
Accounts receivables, net | (322,499) | (573,214) |
Holdback receivables | (162,226) | (881,765) |
Inventories, net | (1,875,146) | (1,980,800) |
Other assets | (10,985) | (67,980) |
Accounts payable and accrued expenses | 215,369 | 2,138,506 |
Refunds payable | 207,599 | 6,331 |
Royalty payable | 1,114,403 | |
Chargebacks payable | 100,350 | 17,938 |
Income tax payable | 22,906 | (5,850) |
Net cash used in operating activities | (1,819,968) | (9,132,969) |
Cash flows from investing activities: | ||
Proceeds from disposition of asset | 28,397 | |
Net cash provided by financing activities | 28,397 | |
Cash flows from financing activities: | ||
Proceeds from borrowings from related parties | 1,247,011 | |
Proceeds from borrowings from shareholder | 50,000 | 4,412,028 |
Proceeds from borrowing | 9,210,000 | |
Shareholders’ contributions | 1,848,824 | |
Net cash provided by financing activities | 1,898,824 | 14,869,039 |
Net increase in cash | 78,856 | 5,764,467 |
Cash – beginning of period | 78,856 | |
Cash – end of period | 78,856 | 5,843,323 |
Supplemental disclosures of cash flow information | ||
Interest | 1,125 | |
Income taxes | $ 5,850 |
Organization and History
Organization and History | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and History | Note 1 – Organization and History On May 13, 2022, Bio Lab entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Limitless X, Inc., a Nevada corporation (“LimitlessX”), and its 11 shareholders (the “LimitlessX Acquisition”) on May 11, 2022 (the “Merger”). The parties completed and closed the LimitlessX Acquisition on May 20, 2022 by issuing an aggregate of 3,233,334 300,000 500,000 60 On June 10, 2022, Bio Lab changed its name to Limitless X Holdings, Inc. (“Limitless”). The Merger was accounted for as a “reverse merger” following the completion of the transaction. For accounting purposes, LimitlessX was deemed to be the accounting acquirer in the transaction and, consequently, the transaction was treated as a recapitalization of Bio Lab. Accordingly, LimitlessX’s assets, liabilities, and results of operations became the historical financial statements of the registrant. No step-up in basis or intangible assets or goodwill was recorded in this transaction. Limitless is a lifestyle brand, focused in the health and wellness industry. Limitless provides nutritional supplements, wellness studies, interactive training videos, and marketing products. The mission of Limitless is to provide businesses within its industry a turnkey solution to sell products both online and in retail stores. Limitless also provides its own products and wellness videos suitable for a wide range of ages and fitness. Limitless teams includes sales, marketing, user interface design (UI), user experience design (UX), fulfillment, customer support, labeling, product manufacturing, consulting, retailing, and payment processing, among others. Limitless currently offer products online only, but anticipates expanding to the brick-and-motor retail stores and wholesale marketplace in the future. Limitless has manufacturing and distribution licensing agreements to market, manufacture, sell, and distribute the branded products on behalf of its clients. Limitless orders products from third party partner manufacturers, that make the products according to the Company’s custom formulations, and brand them using the Limitless licensed trademarks. Products are then marketed and sold DTC online. Orders are fulfilled and shipped directly from the Company’s licensors. The Company plans to offers global marketing services across all areas of the sales process, including market research, brand and product development, and digital advertising operating as an integrated marketing agency. The Company operate in the following products and services: (i) health products and (ii) digital marketing services. The health products includes the sales of health products three primary verticals: Health & Wellness, Beauty & Skincare, and the Vapor industry. The digital marketing includes digital marketing, digital and print design, social media marketing and direct-to-consumer marketing. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Principles of Consolidation and Reporting The accompanying consolidated financial statements include the accounts of Limitless X Holdings Inc. (a holding company) and its wholly owned operating subsidiaries: Limitless X, Inc., Vybe Lab Inc , and Prime Time Live, Inc. (collectively, the “Company”). All intercompany balances have been eliminated during consolidation. Use of Estimates in the Preparation of Consolidated Financial Statements The preparation of consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all liquid investments purchased with an initial maturity of three months or less to be cash equivalents. Cash and cash equivalents include demand deposits carried at cost which approximates fair value. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). Concentration of Credit Risk The Company offers its services to a small number of clients. This risk of non-payment by these clients is considered minimal and the Company does not generally obtain collateral for sales. The Company continually monitors the credit standing of its clients. Accounts Receivable, net Accounts receivable, net consists primarily of trade receivables, net of allowances for doubtful accounts. The Company sells its products and services for cash or on credit terms, which are established in accordance with local and industry practices and typically require payment within 30 days of delivery. The Company estimates its allowance for doubtful accounts and the related expected credit loss based upon the Company’s historical credit loss experience, adjusted for asset-specific risk characteristics, current economic conditions, and reasonable forecasts. Accounts receivables are written off when determined to be uncollectible. The Company did not require and did not have an allowance for doubtful accounts. Holdback Receivables Limitless primarily sells its products online using various third party sales affiliates. These affiliates (online marketing campaign companies) are paid certain commission based on their ability to provide the Company’s products through online sales. All payments are processed through various gateways and are settled through the Company’s payment gateway settler. The Company payment gateway settler is not responsible for settlements that are not paid to processing bank failure. The Company holds responsibility for all the risk in all transactions and processing systems. The payment gateway settler charges a reserve fee to mitigate the risk on their end for any loss of funds or damages. Distributions of the holdback receivables from the third-party payment gateway settler are based on several criteria, such as return and chargeback history, associated risk for the specific business vertical, average transaction amount, and so on. In order to mitigate processing risks, there are policies regarding reserve requirements and payment in arrears in place. The total holdback receivables balance reflects the 0 10 1,300,855 55 1,043,991 Inventories Inventories are valued at the lower of cost or net realizable value on a first-in, first-out basis, adjusted for the value of inventory that is determined to be excess, obsolete, expired, or unsaleable. Inventories primarily consisted of finished goods. Advertising and Marketing Advertising and marketing costs are charged to expense as incurred. Advertising and marketing costs were approximately $ 47,164,700 194,679 Equipment Equipment is recorded at cost and consists of screen video and related equipment. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation of equipment is over the estimated useful life of five to ten years using the straight-line method for consolidated financial statement purposes. Schedule of Equipment December 31, 2022 December 31, 2021 Machinery and equipment $ 37,463 $ - Total 37,463 - Less: accumulated depreciation (5,207 ) - Total equipment, net $ 32,256 $ - Depreciation expense for the year ended December 31, 2022 was $ 5,686 During the year ended December 31, 2022, the Company reported a gain of $ 28,397 Revenue Recognition Product Sales The Company recognizes revenue when performance obligations under the terms of a contract with its customer are satisfied. The Company has determined that fulfilling and delivering products is a single performance obligation. Revenue is recognized at the point in time when the Company has satisfied its performance obligation and the customer has obtained control of the products or when the service is fully . This generally occurs when the product is delivered to or picked up by the customer based on applicable shipping terms, which is typically within 15 days. Revenue is measured as the amount of consideration expected to be received in exchange for fulfilled product orders, While customers generally have a right to return defective or non-conforming products, past experience has demonstrated that product returns have been immaterial. Customer remedies for defective or non-conforming products may include a refund or exchange. As a result, the right of return is estimated and recorded as a reduction in revenue at the time of sale, if necessary. The Company’s customer contracts identify product quantity, price, and payment terms. Payment terms are granted consistent with industry standards. Although some payment terms may be more extended, the majority of the Company’s payment terms are less than 30 days. As a result, revenue is not adjusted for the effects of a significant financing component. Amounts billed and due from customers are classified as Accounts Receivables on the Balance Sheet. The Company utilizes third-party contract manufacturers for the manufacture of its products. The Company has evaluated whether it is the principal or agent in these relationships. The Company has determined that it is the principal in all cases, as it retains the responsibility for fulfillment and risk of loss, as well as for establishing the price. In accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, the Company has elected the practical expedient to expense the incremental costs to obtain a contract, because the amortization period would be less than one year, and the practical expedient for shipping and handling costs. Shipping and handling costs incurred to deliver products to customers are accounted for as fulfillment activities, rather than a promised service, and as such are included in Cost of Goods Sold in the Statements of Operations. Service Revenue Service revenue consists of digital marketing revenue. Revenue related to digital marketing is recognized over time as services are provided to the customer. We sell digital marketing, digital and print design, social media marketing and direct-to-consumer marketing and thus use standalone selling prices as the basis for revenue. Payment for digital marketing services are typically received at the point when control transfers to the customer or in accordance with payment terms customary to the business. There was no Cost of Sales Cost of goods sold includes the cost of inventory sold during the period, as well as, commission fees, returns, chargebacks, distribution, and, shipping and handling costs. The amount shown is net of various rebates from third-party vendors in the form of payments. Refunds Payable If customers are not satisfied for any reason, they may request a full refund, processed to the original form of payment, within 30 days from the order date. If the order has already been shipped, the Company charges a 20 17 213,930 1,292,475 17 As of December 31, 2022 and December 31, 2021, refunds payable were $ 213,930 207,599 Chargebacks Payable Once customers successfully dispute chargebacks with the payment processor, the Company returns such funds to the payment processor to return to the customer. For the year ended December 31, 2022, the average rate of return was 9 118,288 1,292,475 8 As of December 31, 2022 and December 31, 2021, chargebacks payable were $ 118,288 100,350 Other Comprehensive Loss The Company has no material components of other comprehensive loss and accordingly, net loss is equal to comprehensive loss for the period. Debt Convertible debt – derivative treatment If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using the Black Scholes method upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The convertible debt derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the Consolidated Statement of Operations. The debt discount is amortized through interest expense over the life of the debt. If the conversion feature does not qualify for either the derivative treatment, the convertible debt is treated as traditional debt. Income Taxes The accounting standard on accounting for uncertainty in income taxes addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under that guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood Earnings (Loss) per Share The Company calculates earnings per share in accordance with Financial Accounting Standards Board (“FASB”) ASC 260, Earnings Per Share, which requires a dual presentation of basic and diluted earnings per share. Basic earnings per share are computed using the weighted average number of shares outstanding during the fiscal year. 36,700,00 The Company did not have any dilutive common shares for the period from September 27, 2021 through December 31, 2021. Equity Based Payments The Company accounts for equity-based payment accruals under authoritative guidance as set forth in the Topics of the ASC. The guidance requires all equity-based payments to employees and non-employees, including grants of employee and non-employee stock options and warrants, to be recognized in the consolidated financial statements based at their fair values. The Company applies the provisions of ASC 718, “Compensation - Stock Compensation,” using a modified prospective application, and the Black-Scholes model to value stock options. Under this application, the Company records compensation expense for all awards granted. Compensation costs will be recognized over the period that an employee provides service in exchange for the award. During the year ended December 31, 2022, the Company granted no options under the 2020 Stock Incentive Plan and 2022 Stock Option Plan. General Concentrations of Risk Financial instruments that potentially subject the Company to concentrations of credit risk are accounts receivable and other receivables arising from its normal business activities. The Company has a diversified customer base. The Company controls credit risk related to accounts receivable through credit approvals, credit limits, and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable related credit risk exposure beyond such allowance is limited. The Company purchases merchandise from 6 suppliers, and the Company’s 3 largest suppliers accounted for 95 A substantial amount of the Company’s inventory is manufactured abroad. From time to time, shipping ports experience capacity constraints (such as delays associated with COVID-19), labor strikes, work stoppages or other disruptions that may delay the delivery of imported products. A contract dispute may lead to protracted delays in the movement of the Company’s products, which could further delay the delivery of products to the Company’s stores and impact net sales and profitability. In addition, other conditions outside of the Company’s control, such as adverse weather conditions or acts of terrorism or war, such as the current conflict in Ukraine, could significantly disrupt operations at shipping ports or otherwise impact transportation of the imported merchandise we sell, either through supply chain disruptions, or rising freight and fuel costs. Operating Lease In accordance with ASC 842, Leases, the Company determines whether an arrangement contains a lease at inception. A lease is a contract that provides the right to control an identified asset for a period of time in exchange for consideration. For identified leases, the Company determines whether it should be classified as an operating or finance lease. Operating leases are recorded in the balance sheet as: right-of-use asset (“ROU asset”) and operating lease liability. ROU asset represents the Company’s right to use an underlying asset for the lease term and lease liability represents the Company’s obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at the commencement date of the lease and measured based on the present value of lease payments over the lease term. The ROU asset also includes deferred rent liabilities. The Company’s lease arrangement generally do not provide an implicit interest rate. As a result, in such situations the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option in the measurement of its ROU asset and liability. Lease expense for the operating lease is recognized on a straight-line basis over the lease term. The Company has a lease agreement with lease and non-lease components, which are accounted for as a single lease component. Recent Accounting Pronouncements In December 2019, FASB issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which amends existing guidance related to the accounting for income taxes. This ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the consistent application of GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance. This ASU is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the effects adoption of this guidance will have on the financial statements and does not expect that the adoption of this ASU will be material to its financial statements. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 3 – Fair Value Measurements The Company utilizes ASC 820-10, Fair Value Measurement and Disclosure, for valuing financial assets and liabilities measured on a recurring basis. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. There were no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. There have been no transfers between levels. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 4 – Commitments and Contingencies Commitments Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives. The Company’s variable lease payments primarily consist of maintenance and other operating expenses from their real estate leases. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components. The Company has elected to account for these lease and non-lease components as a single lease component. In accordance with ASC 842, the components of lease expense were as follows: Schedule of Lease Cost For the period from September 27, 2021 For the (Date of formation) year ended through December 31, 2022 December 31, 2021 Operating lease expense $ 138,108 $ 11,509 Total lease expense $ 138,108 $ 11,509 In accordance with ASC 842, other information related to leases was as follows: Schedule of Other information Related to Leases For the period from September 27, 2021 For the (Date of formation) year ended through December 31, 2022 December 31, 2021 Operating cash flows from operating leases $ 137,138 $ 11,315 Cash paid for amounts included in the measurement of lease liabilities $ 137,138 $ 11,315 Weighted-average remaining lease term—operating leases 0.7 Weighted-average discount rate—operating leases 3 % Schedule of Maturities of Operating Lease Liabilities Operating Year ending: Lease 2023 $ 93,236 2024 - 2025 - 2026 - 2027 - Total undiscounted cash flows $ 93,236 Reconciliation of lease liabilities: Weighted-average remaining lease terms 0.7 Weighted-average discount rate 3 % Present values $ 92,195 Lease liabilities—current 92,195 Lease liabilities—long-term - Lease liabilities—total $ 92,195 Difference between undiscounted and discounted cash flows $ 1,041 Contingencies From time to time, the Company may be involved in certain legal actions and claims arising in the normal course of business. Management is of the opinion that any such matters will be resolved without material effect on the Company’s financial condition or results of operations. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 5 – Debt Note payable March 1, 2021 – $35,000 On March 1, 2021, an individual loaned the predecessor company $ 35,000 10 December 31, 2022 35,000 1,095 Convertible note payables Schedule of Convertible Note Payables December 31, December 31, 2022 2021 August 3, 2022 ($ 5,000,000 $ 5,000,000 $ - August 3, 2022 ($ 1,000,000 1,000,000 - August 22, 2022 ($ 500,000 500,000 - September 22, 2022 ($ 250,000 250,000 - September 25, 2022 ($ 600,000 600,000 - September 25, 2022 ($ 600,000 600,000 - September 29, 2022 ($ 50,000 50,000 - September 29, 2022 ($ 500,000 500,000 - October 10, 2022 ($ 500,000 500,000 - October 13, 2022 ($ 750,000 75,000 - October 13, 2022 ($ 50,000 50,000 - October 14, 2022 ($ 50,000 50,000 - Total convertible note payables (current) $ 9,175,000 $ - From August 3, 2022 through November 28, 2022, the Company conducted a convertible note offering for a maximum offering of $ 15,000,000 2,000,000 Pursuant to the terms of the Convertible Note, the principal amount of the Note that may be outstanding from time to time shall bear interest per annum until paid in full at a rate equal to 6 The conversion price shall be equal to $ 0.25 Any time prior to the Maturity Date, and upon the date of effectiveness of registration of the Notes on a registration statement filed with the Securities and Exchange Commission (the “SEC”), the Note shall automatically convert to shares of common stock of the Company at the Conversion Price (the “Automatic Conversion”); provided however, that in the event that Conversion Shares represent greater than 4.99% of the total Common Shares of the Company (the portion above 4.99% referred to herein as the “Excess Shares”), then the Automatic Conversion shall only apply to such portion of the Note up to 4.99% and not include the Excess Shares. The Company analyzed the conversion option in the notes for derivative accounting treatment under ASC Topic 815, “Derivatives and Hedging,” and determined that the instruments do not qualify for derivative accounting. As of December 31, 2022, the Company has received $ 9,175,000 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 6 – Stockholders’ Equity Preferred Stock Class A Convertible Stock As of December 31, 2022, the Company has authorized 30,000,000 500,000 The Class A shares provide that when voting as a single class, the shares shall have the votes and the voting power at all times of at least 60% of the voting power of the Company. Common Stock As of December 31, 2022 the Company has authorized shares of common stock par value $ 0.0001 3,929,834 3,496,150 Common Stock Issued for Services On May 10, 2022 and June 10, 2022, the Company issued 36,000 684 Common Stock and Recapitalization As a result of the LimitlessX Acquisition and LimitlessX being the acquirer, the Company retrospectively restated its common stock as if the transaction occurred beginning of the period. The following is the reconciliation of retrospectively restated common stock: Schedule of Reconciliation of Restated Common Stock December 31, 2021 Issued Issuable Total Common stock – Limitless X Inc. – as original 1,616,667 50,000 1,666,667 Common stock split (1 to 1.94) – Limitless X Inc. 1,519,366 47,000 1,566,366 Common stock issuable (additional stock split) – Limitless X Inc. - 300,000 300,000 Common stock (Bio Lab) – prior to reverse merger 360,117 - 360,117 Total as of December 31, 2021 – as retrospectively restated 3,496,150 397,000 3,893,150 |
Equity Based Payments
Equity Based Payments | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Based Payments | Note 7 – Equity Based Payments Stock Incentive Plans Effective January 15, 2020, the Company adopted its 2020 Stock Option and Award Plan (the “2020 Stock Incentive Plan”). Under the 2020 Stock Incentive Plan, the Board of Directors may grant options or purchase rights to purchase common stock to officers, employees, and other persons who provide services to the Company or any related company. The participants to whom awards are granted, the type of awards granted, the number of shares covered for each award, and the purchase price, conditions and other terms of each award are determined by the Board of Directors, except that the term of the options shall not exceed ten years. A total of 2,222 shares of the Company’s common stock is reserved for the 2020 Stock Incentive Plan. The shares issued for the 2020 Stock Incentive Plan may be either treasury or authorized and unissued shares. During the year ended December 31, 2022 and the period from September 27, 2021 through December 31, 2021, the Company granted no options under the 2020 Stock Incentive Plan. Effective August 9, 2022, the Company adopted its 2022 Incentive and Nonstatutory Stock Option Plan (the “2022 Stock Option Plan”). Under the 2022 Stock Option Plan, the Board of Directors may grant options to purchase common stock to officers, employees, and other persons who provide services to the Company. A total of 833,333 Effective August 9, 2022, we adopted our 2022 Restricted Stock Plan (the “2022 Restricted Stock Plan”). Under the 2022 Restricted Stock Plan, the Board of Directors may grant restricted stock to officers, directors, and key employees. A total of 833,333 no Stocks Issued for Services On May 19, 2022, the Company issued 36,000 684 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 8 – Related Party Transactions Consulting Fees During the year ended December 31, 2022, the Company incurred consulting fees in the amount of $ 32,500 Royalty Payables Limitless Performance Inc. (“LPI”), SMILZ INC. (“Smiles”), DIVATRIM INC. (“Divatrim”), and AMAROSE INC. (“Amarose”) are all companies at least 50% owned by a shareholder of the Company. ● On December 1, 2021, the Company entered into a manufacturing and distributorship license agreement with LPI for the Company to distribute LPI products and for payments to LPI for its product designs and distribution rights. The Company shall pay to LPI from time to time royalty payments equal to 4.00 ● On December 1, 2021, the Company entered into a manufacturing and distributorship license agreement with Smiles for the Company to distribute Smiles products and for payments to Smiles for its product designs and distribution rights. The Company shall pay to Smiles from time to time royalty payments equal to 4.00 ● On December 1, 2021, the Company entered into a manufacturing and distributorship license agreement with Divatrim for the Company to distribute Divatrim products and for payments to Smiles for its product designs and distribution rights. The Company shall pay to Divatrim from time to time royalty payments equal to 4.00 ● On December 1, 2021, the Company entered into a manufacturing and distributorship license agreement with Amarose for the Company to distribute Amarose products and for payments to Smiles for its product designs and distribution rights. The Company shall pay to Amarose from time to time royalty payments equal to 4.00 The Company was required to start paying all earned royalties to LPI, Smiles, Divatrim, and Amarose beginning on June 15, 2022. As of December 31, 2022, the royalty payable is in the amount of $ 1,114,403 Note payables to shareholder Schedule of Note Payables to Related Party Transaction December 31, December 31, 2022 2021 December 6, 2021 ($ 50,000 $ 50,000 $ 50,000 February 11, 2022 ($ 150,000 150,000 - May 8, 2022 ($ 550,000 550,000 - May 16, 2022 ($ 1,100,000 1,100,000 - May 18, 2022 ($ 450,000 450,000 - June 1, 2022 ($ 500,000 500,000 - June 30, 2022 ($ 922,028 922,028 - August 25, 2022 ($ 290,000 290,000 - November 15, 2022 ($ 450,000 450,000 - Total loan payables to shareholder 4,462,028 50,000 Less - current portion (4,462,028 ) (28,802 ) Total loan payables to shareholder (current) $ - $ 21,198 December 6, 2021 – $50,000 On December 6, 2021, the Company executed the standard loan documents required for securing a loan of $ 50,000 50,000 50,000 Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $ 50,000 4,303 6 51,640 May 1, 2023 February 11, 2022 – $150,000 On February 11, 2022, the Company executed standard loan documents required for securing a loan of $ 150,000 150,000 Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $ 150,000 12,910 6 154,920 May 1, 2023 May 8, 2022 – $550,000 On May 8, 2022, the Company executed standard loan documents required for securing a loan of $ 550,000 550,000 Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $ 550,000 47,337 6 568,038 May 1, 2023 May 16, 2022 – $1,100,000 On May 16, 2022, the Company executed standard loan documents required for securing a loan of $ 1,100,000 1,100,00 Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $ 1,100,000 8.5 June 17, 2022 May 18, 2022 – $450,000 On May 18, 2022, the Company executed standard loan documents required for securing a loan of $ 450,000 450,000 Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $ 450,000 8.5 June 19, 2022 June 1, 2022 – $500,000 On June 1, 2022, the Company executed standard loan documents required for securing a loan of $ 500,000 500,000 Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $ 500,000 43,494 8 521,931 July 1, 2023 June 30, 2022 – $922,028 On June 30, 2022, the Company executed standard loan documents required for securing a loan of $ 922,028 922,028 Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $ 922,028 80,206 8 962,469 August 1, 2023 August 25, 2022 – $290,000 On August 25, 2022, the Company executed standard loan documents required for securing a loan of $ 290,000 290,000 Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $ 290,000 10 November 15, 2022 – $450,000 On November 15, 2022, the Company executed standard loan documents required for securing a loan of $ 450,000 450,000 Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $ 450,000 10 Note payables to related parties Schedule of Note Payables to Related Party Transaction December 31, December 31, 2022 2021 April 1, 2022 ($ 237,610 $ 237,610 $ - May 10, 2022 ($ 12,500 12,500 - May 10, 2022 ($ 12,500 12,500 - May 10, 2022 ($ 20,000 20,000 - May 31, 2022 ($ 5,000 5,000 - May 31, 2022 ($ 15,000 15,000 - June 9, 2022 ($ 15,000 15,000 - December 31, 2022 ($ 929,401 929,401 - Total note payables to related parties (current) $ 1,247,011 $ - April 1, 2022 – $237,610 On April 1, 2022, the Company executed standard loan documents required for securing a loan of $ 237,610 237,610 Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $ 237,610 20,669 8 248,032 August 1, 2023 May 10, 2022 ($12,500) On May 10, 2022, a related party of the predecessor company loaned the predecessor company $ 12,500 10 May 10, 2023 10 May 10, 2022 ($12,500) On May 10, 2022, a related party of the predecessor company loaned the predecessor company $ 12,500 10 May 10, 2023 10 May 10, 2022 ($20,000) On May 10, 2022, a related party of the predecessor company loaned the predecessor company $ 20,000 10 May 10, 2023 10 May 31, 2022 ($5,000) On May 31, 2022, a related party of the predecessor company loaned the predecessor company $ 5,000 10 May 31, 2023 10 May 31, 2022 ($15,000) On May 31, 2022, a related party of the predecessor company loaned the predecessor company $ 15,000 10 May 31, 2023 10 June 9, 2022 ($15,000) On May 10, 2022, a related party of the predecessor company loaned the predecessor company $ 15,000 10 May 10, 2023 10 December 31, 2022 – $929,401 On December 31, 2022, the Company executed standard loan documents required for securing a loan of $ 929,401 929,401 Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $ 929,401 8 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 – Subsequent Events The Company evaluated all events or transactions that occurred after December 31, 2022. During this period, the Company did not have any material recognizable subsequent events required to be disclosed. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Reporting | Principles of Consolidation and Reporting The accompanying consolidated financial statements include the accounts of Limitless X Holdings Inc. (a holding company) and its wholly owned operating subsidiaries: Limitless X, Inc., Vybe Lab Inc , and Prime Time Live, Inc. (collectively, the “Company”). All intercompany balances have been eliminated during consolidation. |
Use of Estimates in the Preparation of Consolidated Financial Statements | Use of Estimates in the Preparation of Consolidated Financial Statements The preparation of consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all liquid investments purchased with an initial maturity of three months or less to be cash equivalents. Cash and cash equivalents include demand deposits carried at cost which approximates fair value. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). |
Concentration of Credit Risk | Concentration of Credit Risk The Company offers its services to a small number of clients. This risk of non-payment by these clients is considered minimal and the Company does not generally obtain collateral for sales. The Company continually monitors the credit standing of its clients. |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable, net consists primarily of trade receivables, net of allowances for doubtful accounts. The Company sells its products and services for cash or on credit terms, which are established in accordance with local and industry practices and typically require payment within 30 days of delivery. The Company estimates its allowance for doubtful accounts and the related expected credit loss based upon the Company’s historical credit loss experience, adjusted for asset-specific risk characteristics, current economic conditions, and reasonable forecasts. Accounts receivables are written off when determined to be uncollectible. The Company did not require and did not have an allowance for doubtful accounts. |
Holdback Receivables | Holdback Receivables Limitless primarily sells its products online using various third party sales affiliates. These affiliates (online marketing campaign companies) are paid certain commission based on their ability to provide the Company’s products through online sales. All payments are processed through various gateways and are settled through the Company’s payment gateway settler. The Company payment gateway settler is not responsible for settlements that are not paid to processing bank failure. The Company holds responsibility for all the risk in all transactions and processing systems. The payment gateway settler charges a reserve fee to mitigate the risk on their end for any loss of funds or damages. Distributions of the holdback receivables from the third-party payment gateway settler are based on several criteria, such as return and chargeback history, associated risk for the specific business vertical, average transaction amount, and so on. In order to mitigate processing risks, there are policies regarding reserve requirements and payment in arrears in place. The total holdback receivables balance reflects the 0 10 1,300,855 55 1,043,991 |
Inventories | Inventories Inventories are valued at the lower of cost or net realizable value on a first-in, first-out basis, adjusted for the value of inventory that is determined to be excess, obsolete, expired, or unsaleable. Inventories primarily consisted of finished goods. |
Advertising and Marketing | Advertising and Marketing Advertising and marketing costs are charged to expense as incurred. Advertising and marketing costs were approximately $ 47,164,700 194,679 |
Equipment | Equipment Equipment is recorded at cost and consists of screen video and related equipment. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation of equipment is over the estimated useful life of five to ten years using the straight-line method for consolidated financial statement purposes. Schedule of Equipment December 31, 2022 December 31, 2021 Machinery and equipment $ 37,463 $ - Total 37,463 - Less: accumulated depreciation (5,207 ) - Total equipment, net $ 32,256 $ - Depreciation expense for the year ended December 31, 2022 was $ 5,686 During the year ended December 31, 2022, the Company reported a gain of $ 28,397 |
Revenue Recognition | Revenue Recognition Product Sales The Company recognizes revenue when performance obligations under the terms of a contract with its customer are satisfied. The Company has determined that fulfilling and delivering products is a single performance obligation. Revenue is recognized at the point in time when the Company has satisfied its performance obligation and the customer has obtained control of the products or when the service is fully . This generally occurs when the product is delivered to or picked up by the customer based on applicable shipping terms, which is typically within 15 days. Revenue is measured as the amount of consideration expected to be received in exchange for fulfilled product orders, While customers generally have a right to return defective or non-conforming products, past experience has demonstrated that product returns have been immaterial. Customer remedies for defective or non-conforming products may include a refund or exchange. As a result, the right of return is estimated and recorded as a reduction in revenue at the time of sale, if necessary. The Company’s customer contracts identify product quantity, price, and payment terms. Payment terms are granted consistent with industry standards. Although some payment terms may be more extended, the majority of the Company’s payment terms are less than 30 days. As a result, revenue is not adjusted for the effects of a significant financing component. Amounts billed and due from customers are classified as Accounts Receivables on the Balance Sheet. The Company utilizes third-party contract manufacturers for the manufacture of its products. The Company has evaluated whether it is the principal or agent in these relationships. The Company has determined that it is the principal in all cases, as it retains the responsibility for fulfillment and risk of loss, as well as for establishing the price. In accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, the Company has elected the practical expedient to expense the incremental costs to obtain a contract, because the amortization period would be less than one year, and the practical expedient for shipping and handling costs. Shipping and handling costs incurred to deliver products to customers are accounted for as fulfillment activities, rather than a promised service, and as such are included in Cost of Goods Sold in the Statements of Operations. |
Service Revenue | Service Revenue Service revenue consists of digital marketing revenue. Revenue related to digital marketing is recognized over time as services are provided to the customer. We sell digital marketing, digital and print design, social media marketing and direct-to-consumer marketing and thus use standalone selling prices as the basis for revenue. Payment for digital marketing services are typically received at the point when control transfers to the customer or in accordance with payment terms customary to the business. There was no |
Cost of Sales | Cost of Sales Cost of goods sold includes the cost of inventory sold during the period, as well as, commission fees, returns, chargebacks, distribution, and, shipping and handling costs. The amount shown is net of various rebates from third-party vendors in the form of payments. |
Refunds Payable | Refunds Payable If customers are not satisfied for any reason, they may request a full refund, processed to the original form of payment, within 30 days from the order date. If the order has already been shipped, the Company charges a 20 17 213,930 1,292,475 17 As of December 31, 2022 and December 31, 2021, refunds payable were $ 213,930 207,599 |
Chargebacks Payable | Chargebacks Payable Once customers successfully dispute chargebacks with the payment processor, the Company returns such funds to the payment processor to return to the customer. For the year ended December 31, 2022, the average rate of return was 9 118,288 1,292,475 8 As of December 31, 2022 and December 31, 2021, chargebacks payable were $ 118,288 100,350 |
Other Comprehensive Loss | Other Comprehensive Loss The Company has no material components of other comprehensive loss and accordingly, net loss is equal to comprehensive loss for the period. |
Debt | Debt Convertible debt – derivative treatment If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using the Black Scholes method upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The convertible debt derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the Consolidated Statement of Operations. The debt discount is amortized through interest expense over the life of the debt. If the conversion feature does not qualify for either the derivative treatment, the convertible debt is treated as traditional debt. |
Income Taxes | Income Taxes The accounting standard on accounting for uncertainty in income taxes addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under that guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood |
Earnings (Loss) per Share | Earnings (Loss) per Share The Company calculates earnings per share in accordance with Financial Accounting Standards Board (“FASB”) ASC 260, Earnings Per Share, which requires a dual presentation of basic and diluted earnings per share. Basic earnings per share are computed using the weighted average number of shares outstanding during the fiscal year. 36,700,00 The Company did not have any dilutive common shares for the period from September 27, 2021 through December 31, 2021. |
Equity Based Payments | Equity Based Payments The Company accounts for equity-based payment accruals under authoritative guidance as set forth in the Topics of the ASC. The guidance requires all equity-based payments to employees and non-employees, including grants of employee and non-employee stock options and warrants, to be recognized in the consolidated financial statements based at their fair values. The Company applies the provisions of ASC 718, “Compensation - Stock Compensation,” using a modified prospective application, and the Black-Scholes model to value stock options. Under this application, the Company records compensation expense for all awards granted. Compensation costs will be recognized over the period that an employee provides service in exchange for the award. During the year ended December 31, 2022, the Company granted no options under the 2020 Stock Incentive Plan and 2022 Stock Option Plan. |
General Concentrations of Risk | General Concentrations of Risk Financial instruments that potentially subject the Company to concentrations of credit risk are accounts receivable and other receivables arising from its normal business activities. The Company has a diversified customer base. The Company controls credit risk related to accounts receivable through credit approvals, credit limits, and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable related credit risk exposure beyond such allowance is limited. The Company purchases merchandise from 6 suppliers, and the Company’s 3 largest suppliers accounted for 95 A substantial amount of the Company’s inventory is manufactured abroad. From time to time, shipping ports experience capacity constraints (such as delays associated with COVID-19), labor strikes, work stoppages or other disruptions that may delay the delivery of imported products. A contract dispute may lead to protracted delays in the movement of the Company’s products, which could further delay the delivery of products to the Company’s stores and impact net sales and profitability. In addition, other conditions outside of the Company’s control, such as adverse weather conditions or acts of terrorism or war, such as the current conflict in Ukraine, could significantly disrupt operations at shipping ports or otherwise impact transportation of the imported merchandise we sell, either through supply chain disruptions, or rising freight and fuel costs. |
Operating Lease | Operating Lease In accordance with ASC 842, Leases, the Company determines whether an arrangement contains a lease at inception. A lease is a contract that provides the right to control an identified asset for a period of time in exchange for consideration. For identified leases, the Company determines whether it should be classified as an operating or finance lease. Operating leases are recorded in the balance sheet as: right-of-use asset (“ROU asset”) and operating lease liability. ROU asset represents the Company’s right to use an underlying asset for the lease term and lease liability represents the Company’s obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at the commencement date of the lease and measured based on the present value of lease payments over the lease term. The ROU asset also includes deferred rent liabilities. The Company’s lease arrangement generally do not provide an implicit interest rate. As a result, in such situations the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option in the measurement of its ROU asset and liability. Lease expense for the operating lease is recognized on a straight-line basis over the lease term. The Company has a lease agreement with lease and non-lease components, which are accounted for as a single lease component. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, FASB issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which amends existing guidance related to the accounting for income taxes. This ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the consistent application of GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance. This ASU is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the effects adoption of this guidance will have on the financial statements and does not expect that the adoption of this ASU will be material to its financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Equipment | Schedule of Equipment December 31, 2022 December 31, 2021 Machinery and equipment $ 37,463 $ - Total 37,463 - Less: accumulated depreciation (5,207 ) - Total equipment, net $ 32,256 $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Lease Cost | In accordance with ASC 842, the components of lease expense were as follows: Schedule of Lease Cost For the period from September 27, 2021 For the (Date of formation) year ended through December 31, 2022 December 31, 2021 Operating lease expense $ 138,108 $ 11,509 Total lease expense $ 138,108 $ 11,509 |
Schedule of Other information Related to Leases | In accordance with ASC 842, other information related to leases was as follows: Schedule of Other information Related to Leases For the period from September 27, 2021 For the (Date of formation) year ended through December 31, 2022 December 31, 2021 Operating cash flows from operating leases $ 137,138 $ 11,315 Cash paid for amounts included in the measurement of lease liabilities $ 137,138 $ 11,315 Weighted-average remaining lease term—operating leases 0.7 Weighted-average discount rate—operating leases 3 % |
Schedule of Maturities of Operating Lease Liabilities | Schedule of Maturities of Operating Lease Liabilities Operating Year ending: Lease 2023 $ 93,236 2024 - 2025 - 2026 - 2027 - Total undiscounted cash flows $ 93,236 Reconciliation of lease liabilities: Weighted-average remaining lease terms 0.7 Weighted-average discount rate 3 % Present values $ 92,195 Lease liabilities—current 92,195 Lease liabilities—long-term - Lease liabilities—total $ 92,195 Difference between undiscounted and discounted cash flows $ 1,041 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Note Payables | Schedule of Convertible Note Payables December 31, December 31, 2022 2021 August 3, 2022 ($ 5,000,000 $ 5,000,000 $ - August 3, 2022 ($ 1,000,000 1,000,000 - August 22, 2022 ($ 500,000 500,000 - September 22, 2022 ($ 250,000 250,000 - September 25, 2022 ($ 600,000 600,000 - September 25, 2022 ($ 600,000 600,000 - September 29, 2022 ($ 50,000 50,000 - September 29, 2022 ($ 500,000 500,000 - October 10, 2022 ($ 500,000 500,000 - October 13, 2022 ($ 750,000 75,000 - October 13, 2022 ($ 50,000 50,000 - October 14, 2022 ($ 50,000 50,000 - Total convertible note payables (current) $ 9,175,000 $ - |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Reconciliation of Restated Common Stock | Schedule of Reconciliation of Restated Common Stock December 31, 2021 Issued Issuable Total Common stock – Limitless X Inc. – as original 1,616,667 50,000 1,666,667 Common stock split (1 to 1.94) – Limitless X Inc. 1,519,366 47,000 1,566,366 Common stock issuable (additional stock split) – Limitless X Inc. - 300,000 300,000 Common stock (Bio Lab) – prior to reverse merger 360,117 - 360,117 Total as of December 31, 2021 – as retrospectively restated 3,496,150 397,000 3,893,150 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Shareholder [Member] | |
Related Party Transaction [Line Items] | |
Schedule of Note Payables to Related Party Transaction | Schedule of Note Payables to Related Party Transaction December 31, December 31, 2022 2021 December 6, 2021 ($ 50,000 $ 50,000 $ 50,000 February 11, 2022 ($ 150,000 150,000 - May 8, 2022 ($ 550,000 550,000 - May 16, 2022 ($ 1,100,000 1,100,000 - May 18, 2022 ($ 450,000 450,000 - June 1, 2022 ($ 500,000 500,000 - June 30, 2022 ($ 922,028 922,028 - August 25, 2022 ($ 290,000 290,000 - November 15, 2022 ($ 450,000 450,000 - Total loan payables to shareholder 4,462,028 50,000 Less - current portion (4,462,028 ) (28,802 ) Total loan payables to shareholder (current) $ - $ 21,198 |
Related Parties [Member] | |
Related Party Transaction [Line Items] | |
Schedule of Note Payables to Related Party Transaction | Schedule of Note Payables to Related Party Transaction December 31, December 31, 2022 2021 April 1, 2022 ($ 237,610 $ 237,610 $ - May 10, 2022 ($ 12,500 12,500 - May 10, 2022 ($ 12,500 12,500 - May 10, 2022 ($ 20,000 20,000 - May 31, 2022 ($ 5,000 5,000 - May 31, 2022 ($ 15,000 15,000 - June 9, 2022 ($ 15,000 15,000 - December 31, 2022 ($ 929,401 929,401 - Total note payables to related parties (current) $ 1,247,011 $ - |
Organization and History (Detai
Organization and History (Details Narrative) - shares | May 20, 2022 | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock shares issued | 500,000 | 500,000 | |
Class A Convertible Preferred Stock [Member] | |||
Preferred stock shares issued | 500,000 | ||
Common Stock [Member] | |||
Number of shares acquisitions | 3,233,334 | ||
Number of additional shares authorized | 300,000 | ||
Outstanding shares percentage | 60% | ||
Common Stock [Member] | Class A Convertible Preferred Stock [Member] | |||
Preferred stock shares issued | 500,000 |
Schedule of Equipment (Details)
Schedule of Equipment (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Machinery and equipment | $ 37,463 | |
Total | 37,463 | |
Less: accumulated depreciation | (5,207) | |
Total equipment, net | $ 32,256 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Product Information [Line Items] | ||
Hold receivables percentage | 55% | |
Hold receivables | $ 0 | $ 1,300,855 |
Othe receivables net | 162,226 | 1,043,991 |
Advertising and marketing cost | 194,679 | 47,164,700 |
Depreciation | 5,686 | |
Gain on disposal of assets | 28,397 | |
Deferred revenue | 0 | $ 0 |
Restocking fee | 20% | |
Average rate return percentage | 17% | |
Refunds payable | 207,599 | $ 213,930 |
Sales refund reserve | $ 1,292,475 | |
Average rate return percentage | 9% | |
Chargebacks payable | $ 100,350 | $ 118,288 |
Average rate of chargebacks | 8% | |
Income tax examination likelihood | greater than 50% likelihood | |
Convertible common stock shares | 36,700 | |
Three Largest Suppliers [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 95% | |
Minimum [Member] | ||
Product Information [Line Items] | ||
Hold receivables percentage | 0% | |
Maximum [Member] | ||
Product Information [Line Items] | ||
Hold receivables percentage | 10% |
Schedule of Lease Cost (Details
Schedule of Lease Cost (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease expense | $ 11,509 | $ 138,108 |
Total lease expense | $ 11,509 | $ 138,108 |
Schedule of Other information R
Schedule of Other information Related to Leases (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating cash flows from operating leases | $ 11,315 | $ 137,138 |
Cash paid for amounts included in the measurement of lease liabilities | $ 11,315 | $ 137,138 |
Weighted average remaining lease term operating leases | 8 months 12 days | 8 months 12 days |
Weighted average discount rate Operating leases | 3% | 3% |
Schedule of Maturities of Opera
Schedule of Maturities of Operating Lease Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
2023 | $ 93,236 | |
2024 | ||
2025 | ||
2026 | ||
2027 | ||
Total undiscounted cash flows | $ 93,236 | |
Weighted-average remaining lease terms | 8 months 12 days | 8 months 12 days |
Weighted-average discount rate | 3% | 3% |
Present values | $ 92,195 | |
Lease liabilities—current | 92,195 | $ 132,200 |
Lease liabilities—long-term | ||
Lease liabilities—total | 92,195 | |
Difference between undiscounted and discounted cash flows | $ 1,041 |
Schedule of Convertible Note Pa
Schedule of Convertible Note Payables (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total convertible note payables (current) | $ 9,175,000 | |
August 3, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Total convertible note payables (current) | 5,000,000 | |
August 3, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Total convertible note payables (current) | 1,000,000 | |
August 22, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Total convertible note payables (current) | 500,000 | |
September 22, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Total convertible note payables (current) | 250,000 | |
September 25, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Total convertible note payables (current) | 600,000 | |
September 25, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Total convertible note payables (current) | 600,000 | |
September 29, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Total convertible note payables (current) | 50,000 | |
September 29, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Total convertible note payables (current) | 500,000 | |
October 10, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Total convertible note payables (current) | 500,000 | |
October 13, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Total convertible note payables (current) | 75,000 | |
October 13, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Total convertible note payables (current) | 50,000 | |
October 14, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Total convertible note payables (current) | $ 50,000 |
Schedule of Convertible Note _2
Schedule of Convertible Note Payables (Details) (Parenthetical) | Dec. 31, 2022 USD ($) |
August 3, 2022 [Member] | |
Short-Term Debt [Line Items] | |
Debt face amount | $ 5,000,000 |
August 3, 2022 [Member] | |
Short-Term Debt [Line Items] | |
Debt face amount | 1,000,000 |
August 22, 2022 [Member] | |
Short-Term Debt [Line Items] | |
Debt face amount | 500,000 |
September 22, 2022 [Member] | |
Short-Term Debt [Line Items] | |
Debt face amount | 250,000 |
September 25, 2022 [Member] | |
Short-Term Debt [Line Items] | |
Debt face amount | 600,000 |
September 25, 2022 [Member] | |
Short-Term Debt [Line Items] | |
Debt face amount | 600,000 |
September 29, 2022 [Member] | |
Short-Term Debt [Line Items] | |
Debt face amount | 50,000 |
September 29, 2022 [Member] | |
Short-Term Debt [Line Items] | |
Debt face amount | 500,000 |
October 10, 2022 [Member] | |
Short-Term Debt [Line Items] | |
Debt face amount | 500,000 |
October 13, 2022 [Member] | |
Short-Term Debt [Line Items] | |
Debt face amount | 750,000 |
October 13, 2022 [Member] | |
Short-Term Debt [Line Items] | |
Debt face amount | 50,000 |
October 14, 2022 [Member] | |
Short-Term Debt [Line Items] | |
Debt face amount | $ 50,000 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 12 Months Ended | |||
Mar. 01, 2021 | Dec. 31, 2022 | Nov. 28, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||
Note payable | $ 35,000 | |||
Debt face amount | $ 9,175,000 | |||
Debt bear interest rate | 6% | |||
Debt instrumen, description | Any time prior to the Maturity Date, and upon the date of effectiveness of registration of the Notes on a registration statement filed with the Securities and Exchange Commission (the “SEC”), the Note shall automatically convert to shares of common stock of the Company at the Conversion Price (the “Automatic Conversion”); provided however, that in the event that Conversion Shares represent greater than 4.99% of the total Common Shares of the Company (the portion above 4.99% referred to herein as the “Excess Shares”), then the Automatic Conversion shall only apply to such portion of the Note up to 4.99% and not include the Excess Shares. | |||
Common Stock [Member] | ||||
Debt Instrument [Line Items] | ||||
Conversion price, per share | $ 0.25 | |||
Convertible Note Offering [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible Notes Payable | $ 9,175,000 | |||
Convertible Note Offering [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 15,000,000 | |||
Convertible Note Offering [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 2,000,000 | |||
Prime Time Live Inc [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt principal amount | 35,000 | |||
Debt accrued interest | $ 1,095 | |||
Individual Counterparty [Member] | Unsecured Convertible Promissory Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Note payable | $ 35,000 | |||
Interest rate | 10% | |||
Note payable | Dec. 31, 2022 |
Schedule of Reconciliation of R
Schedule of Reconciliation of Restated Common Stock (Details) | 12 Months Ended |
Dec. 31, 2021 shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Common stock – Limitless X Inc. – as original | 1,666,667 |
Common stock split (1 to 1.94) – Limitless X Inc. | 1,566,366 |
Common stock issuable (additional stock split) – Limitless X Inc. | 300,000 |
Common stock (Bio Lab) – prior to reverse merger | 360,117 |
Total as of December 31, 2021 – as retrospectively restated | 3,893,150 |
Issued [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Common stock – Limitless X Inc. – as original | 1,616,667 |
Common stock split (1 to 1.94) – Limitless X Inc. | 1,519,366 |
Common stock issuable (additional stock split) – Limitless X Inc. | |
Common stock (Bio Lab) – prior to reverse merger | 360,117 |
Total as of December 31, 2021 – as retrospectively restated | 3,496,150 |
Issuable [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Common stock – Limitless X Inc. – as original | 50,000 |
Common stock split (1 to 1.94) – Limitless X Inc. | 47,000 |
Common stock issuable (additional stock split) – Limitless X Inc. | 300,000 |
Common stock (Bio Lab) – prior to reverse merger | |
Total as of December 31, 2021 – as retrospectively restated | 397,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - $ / shares | 12 Months Ended | ||||
Jun. 10, 2022 | May 19, 2022 | May 10, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 30,000,000 | 30,000,000 | |||
Preferred stock, shares issued | 500,000 | 500,000 | |||
Preferred stock, shares outstanding | 500,000 | 500,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued | 3,929,834 | 3,496,150 | |||
Common stock, shares outstanding | 3,929,834 | 3,496,150 | |||
Common stock shares, issued for services | 684 | 36,000 | 36,000 | ||
Class A Convertible Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares issued | 500,000 | ||||
Preferred stock, shares outstanding | 500,000 | ||||
Preferred stock, voting rights | The Class A shares provide that when voting as a single class, the shares shall have the votes and the voting power at all times of at least 60% of the voting power of the Company. |
Equity Based Payments (Details
Equity Based Payments (Details Narrative) - shares | Jun. 10, 2022 | May 19, 2022 | May 10, 2022 | Dec. 31, 2022 | Aug. 09, 2022 | Jan. 15, 2020 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common stock shares, issued for services | 684 | 36,000 | 36,000 | |||
2020 Stock Incentive Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common stock reserved, shares | 2,222 | |||||
2022 Stock Option Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common stock reserved, shares | 833,333 | |||||
2022 Restricted Stock Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common stock reserved, shares | 0 |
Schedule of Note Payables to Re
Schedule of Note Payables to Related Party Transaction (Details) - USD ($) | Dec. 31, 2022 | Jun. 09, 2022 | May 31, 2022 | May 10, 2022 | Apr. 01, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||||||
Total loan payables to shareholder | $ 4,462,028 | $ 50,000 | ||||
Less - current portion | (4,462,028) | (28,802) | ||||
Total loan payables to shareholder (current) | 21,198 | |||||
Total note payables to related parties (current) | 1,247,011 | |||||
December 6, 2021 - $50,000 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Total loan payables to shareholder | 50,000 | 50,000 | ||||
February 11, 2022 - $150,000 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Total loan payables to shareholder | 150,000 | |||||
May 8, 2022 - $550,000 | ||||||
Related Party Transaction [Line Items] | ||||||
Total loan payables to shareholder | 550,000 | |||||
May 16, 2022 - $1,100,000 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Total loan payables to shareholder | 1,100,000 | |||||
May 18, 2022 - $450,000 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Total loan payables to shareholder | 450,000 | |||||
June 1, 2022 - $500,000 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Total loan payables to shareholder | 500,000 | |||||
June 30, 2022 - $922,028 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Total loan payables to shareholder | 922,028 | |||||
August 25, 2022 - $290,000 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Total loan payables to shareholder | 290,000 | |||||
November 15, 2022 - $450,000 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Total loan payables to shareholder | 450,000 | |||||
April 1, 2022 - $237,610 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Total note payables to related parties (current) | 237,610 | $ 237,610 | ||||
May 10, 2022 ($12,500) [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Total note payables to related parties (current) | 12,500 | $ 12,500 | ||||
May 10, 2022 ($12,500) [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Total note payables to related parties (current) | 12,500 | 12,500 | ||||
May 10, 2022 ($20,000) [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Total note payables to related parties (current) | 20,000 | $ 20,000 | ||||
May 31, 2022 ($5,000) [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Total note payables to related parties (current) | 5,000 | $ 5,000 | ||||
May 31, 2022 ($15,000) [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Total note payables to related parties (current) | 15,000 | $ 15,000 | ||||
June 9, 2022 ($15,000) [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Total note payables to related parties (current) | 15,000 | $ 15,000 | ||||
December 31, 2022 - $929,401 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Total note payables to related parties (current) | $ 929,401 |
Schedule of Note Payables to _2
Schedule of Note Payables to Related Party Transaction (Details) (Parenthetical) | Dec. 31, 2022 USD ($) |
December 6, 2021 - $50,000 [Member] | |
Short-Term Debt [Line Items] | |
Debt face amount | $ 50,000 |
February 11, 2022 - $150,000 [Member] | |
Short-Term Debt [Line Items] | |
Debt face amount | 150,000 |
May 8, 2022 - $550,000 | |
Short-Term Debt [Line Items] | |
Debt face amount | 550,000 |
May 16, 2022 - $1,100,000 [Member] | |
Short-Term Debt [Line Items] | |
Debt face amount | 1,100,000 |
May 18, 2022 - $450,000 [Member] | |
Short-Term Debt [Line Items] | |
Debt face amount | 450,000 |
June 1, 2022 - $500,000 [Member] | |
Short-Term Debt [Line Items] | |
Debt face amount | 500,000 |
June 30, 2022 - $922,028 [Member] | |
Short-Term Debt [Line Items] | |
Debt face amount | 922,028 |
August 25, 2022 - $290,000 [Member] | |
Short-Term Debt [Line Items] | |
Debt face amount | 290,000 |
November 15, 2022 - $450,000 [Member] | |
Short-Term Debt [Line Items] | |
Debt face amount | 450,000 |
April 1, 2022 - $237,610 [Member] | |
Short-Term Debt [Line Items] | |
Debt face amount | 237,610 |
May 10, 2022 ($12,500) [Member] | |
Short-Term Debt [Line Items] | |
Debt face amount | 12,500 |
May 10, 2022 ($12,500) [Member] | |
Short-Term Debt [Line Items] | |
Debt face amount | 12,500 |
May 10, 2022 ($20,000) [Member] | |
Short-Term Debt [Line Items] | |
Debt face amount | 20,000 |
May 31, 2022 ($5,000) [Member] | |
Short-Term Debt [Line Items] | |
Debt face amount | 5,000 |
May 31, 2022 ($15,000) [Member] | |
Short-Term Debt [Line Items] | |
Debt face amount | 15,000 |
June 9, 2022 ($15,000) [Member] | |
Short-Term Debt [Line Items] | |
Debt face amount | 15,000 |
December 31, 2022 - $929,401 [Member] | |
Short-Term Debt [Line Items] | |
Debt face amount | $ 929,401 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
Sep. 01, 2022 | Aug. 01, 2022 | Jun. 30, 2022 | Jun. 09, 2022 | Jun. 01, 2022 | Jun. 01, 2022 | May 31, 2022 | May 18, 2022 | May 16, 2022 | May 10, 2022 | May 08, 2022 | Apr. 01, 2022 | Feb. 11, 2022 | Dec. 06, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 15, 2022 | Aug. 25, 2022 | May 15, 2022 | |
Related Party Transaction [Line Items] | ||||||||||||||||||||
Consulting fees related party | $ 43,500 | |||||||||||||||||||
Royalties payments | 1,114,403 | |||||||||||||||||||
Total note payables to related parties (current) | 1,247,011 | |||||||||||||||||||
December 6, 2021 - $50,000 [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Long-term debt | $ 50,000 | |||||||||||||||||||
Debt balance | 50,000 | 50,000 | 50,000 | |||||||||||||||||
Debt face amount | 50,000 | |||||||||||||||||||
Payments for Loans | $ 4,303 | |||||||||||||||||||
Debt interest rate | 6% | 6% | ||||||||||||||||||
Debt principal and interest | $ 51,640 | |||||||||||||||||||
Debt instrument maturity date | May 01, 2023 | |||||||||||||||||||
February 11, 2022 - $150,000 [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Long-term debt | $ 150,000 | |||||||||||||||||||
Debt balance | 150,000 | |||||||||||||||||||
Debt face amount | 150,000 | |||||||||||||||||||
Payments for Loans | $ 12,910 | |||||||||||||||||||
Debt interest rate | 6% | 6% | ||||||||||||||||||
Debt principal and interest | $ 154,920 | |||||||||||||||||||
Debt instrument maturity date | May 01, 2023 | |||||||||||||||||||
May 8, 2022 - $550,000 | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Long-term debt | $ 550,000 | |||||||||||||||||||
Debt balance | 550,000 | |||||||||||||||||||
Debt face amount | 550,000 | |||||||||||||||||||
Payments for Loans | $ 47,337 | |||||||||||||||||||
Debt interest rate | 6% | 6% | ||||||||||||||||||
Debt principal and interest | $ 568,038 | |||||||||||||||||||
Debt instrument maturity date | May 01, 2023 | |||||||||||||||||||
May 16, 2022 - $1,100,000 [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Long-term debt | $ 1,100,000 | |||||||||||||||||||
Debt balance | 1,100 | |||||||||||||||||||
Debt face amount | $ 1,100,000 | |||||||||||||||||||
Debt interest rate | 8.50% | |||||||||||||||||||
Debt instrument maturity date | Jun. 17, 2022 | |||||||||||||||||||
May 18, 2022 - $450,000 [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Long-term debt | $ 450,000 | |||||||||||||||||||
Debt balance | 450,000 | |||||||||||||||||||
Debt face amount | $ 450,000 | |||||||||||||||||||
Debt interest rate | 8.50% | |||||||||||||||||||
Debt instrument maturity date | Jun. 19, 2022 | |||||||||||||||||||
June 1, 2022 - $500,000 [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Long-term debt | $ 500,000 | $ 500,000 | ||||||||||||||||||
Debt balance | 500,000 | |||||||||||||||||||
Debt face amount | 500,000 | $ 500,000 | ||||||||||||||||||
Payments for Loans | $ 43,494 | |||||||||||||||||||
Debt interest rate | 8% | |||||||||||||||||||
Debt principal and interest | $ 521,931 | |||||||||||||||||||
Debt instrument maturity date | Jul. 01, 2023 | |||||||||||||||||||
June 30, 2022 - $922,028 [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Long-term debt | $ 922,028 | |||||||||||||||||||
Debt balance | 922,028 | |||||||||||||||||||
Debt face amount | 922,028 | |||||||||||||||||||
Payments for Loans | $ 80,206 | |||||||||||||||||||
Debt interest rate | 8% | |||||||||||||||||||
Debt principal and interest | $ 962,469 | |||||||||||||||||||
Debt instrument maturity date | Aug. 01, 2023 | |||||||||||||||||||
August 25, 2022 - $290,000 [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Long-term debt | $ 290,000 | |||||||||||||||||||
Debt balance | 290,000 | |||||||||||||||||||
Debt face amount | $ 290,000 | |||||||||||||||||||
Debt interest rate | 10% | |||||||||||||||||||
November 15, 2022 - $450,000 [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Long-term debt | $ 450,000 | |||||||||||||||||||
Debt balance | 450,000 | |||||||||||||||||||
Debt face amount | $ 450,000 | |||||||||||||||||||
Debt interest rate | 10% | 10% | ||||||||||||||||||
April 1, 2022 - $237,610 [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Debt face amount | $ 237,610 | |||||||||||||||||||
Payments for Loans | $ 20,669 | |||||||||||||||||||
Debt interest rate | 8% | |||||||||||||||||||
Debt principal and interest | $ 248,032 | |||||||||||||||||||
Debt instrument maturity date | Aug. 01, 2023 | |||||||||||||||||||
Total note payables to related parties (current) | $ 237,610 | 237,610 | ||||||||||||||||||
May 10, 2022 ($12,500) [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Debt interest rate | 10% | |||||||||||||||||||
Debt instrument maturity date | May 10, 2023 | |||||||||||||||||||
Total note payables to related parties (current) | $ 12,500 | 12,500 | ||||||||||||||||||
May 10, 2022 ($12,500) [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Debt interest rate | 10% | |||||||||||||||||||
Debt instrument maturity date | May 10, 2023 | |||||||||||||||||||
Total note payables to related parties (current) | $ 12,500 | 12,500 | ||||||||||||||||||
May 10, 2022 ($20,000) [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Debt interest rate | 10% | |||||||||||||||||||
Debt instrument maturity date | May 10, 2023 | |||||||||||||||||||
Total note payables to related parties (current) | $ 20,000 | 20,000 | ||||||||||||||||||
May 31, 2022 ($5,000) [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Debt interest rate | 10% | |||||||||||||||||||
Debt instrument maturity date | May 31, 2023 | |||||||||||||||||||
Total note payables to related parties (current) | $ 5,000 | 5,000 | ||||||||||||||||||
May 31, 2022 ($15,000) [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Debt interest rate | 10% | |||||||||||||||||||
Debt instrument maturity date | May 31, 2023 | |||||||||||||||||||
Total note payables to related parties (current) | $ 15,000 | 15,000 | ||||||||||||||||||
June 9, 2022 ($15,000) [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Debt interest rate | 10% | |||||||||||||||||||
Debt instrument maturity date | May 10, 2023 | |||||||||||||||||||
Total note payables to related parties (current) | $ 15,000 | 15,000 | ||||||||||||||||||
December 31, 2022 - $929,401 [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Debt face amount | $ 929,401 | |||||||||||||||||||
Debt interest rate | 8% | |||||||||||||||||||
Total note payables to related parties (current) | $ 929,401 | |||||||||||||||||||
Limitless Performance Inc [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Royalty payables percentage | 4% | |||||||||||||||||||
Smiles Inc [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Royalty payables percentage | 4% | |||||||||||||||||||
Divatrim Inc [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Royalty payables percentage | 4% | |||||||||||||||||||
Amarose Inc [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Royalty payables percentage | 4% | |||||||||||||||||||
Officer [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Consulting fees related party | $ 32,500 |