Related Party Transactions | Note 11 – Related Party Transactions Consulting Fees During the three and nine months ended September 30, 2023, the Company incurred consulting fees in the amount of $ 0 10,000 6,000 38,500 Royalty Payables Limitless Performance Inc. (“LPI”), SMILZ INC. (“Smiles”), DIVATRIM INC. (“Divatrim”), and AMAROSE INC. (“Amarose,” and collectively with LPI, Smiles, and Divatrim, the “Licensors”) are all companies at least 50% owned by a shareholder of the Company. On December 1, 2021, the Company entered into manufacturing and distributorship license agreements (each, a “License Agreement”) with each of the Licensors to distribute each of the Licensors’ respective products and for payments to such Licensor for its product designs and distribution rights. Pursuant to the License Agreements, and each of them, the Company agreed to pay to such Licensors royalty payments equal to 4.00 The Company was required to start paying all earned royalties to each of the Licensors beginning on June 15, 2022. As of September 30, 2023 and December 31, 2022, the royalty payable is in the amount of $ 1,512,552 1,114,403 On October 1, 2023, the Company terminated each of the License Agreements; however, the Company maintained its license for NZT-48 with LPI. Notes payable to stockholder: Schedule of Note Payables to Related Party Transaction September 30, December 31, 2023 2022 December 6, 2021 ($ 50,000 $ 50,000 $ 50,000 February 11, 2022 ($ 150,000 150,000 150,000 May 8, 2022 ($ 550,000 550,000 550,000 May 9, 2022 ($ 1,100,000 1,100,000 1,100,000 May 16, 2022 ($ 450,000 450,000 450,000 June 1, 2022 ($ 500,000 500,000 500,000 June 30, 2022 ($ 922,028 922,028 922,028 August 25, 2022 ($ 290,000 290,000 290,000 November 15, 2022 ($ 450,000 450,000 450,000 May 16, 2023 ($ 150,000 150,000 - May 18, 2023 ($ 50,000 50,000 - June 5, 2023 ($ 150,000) 150,000 - June 20, 2023 ($ 50,000 50,000 - July 13, 2023 ($ 50,000 50,000 - August 1, 2023 ($ 190,000 190,000 - August 7, 2023 ($ 50,000 50,000 - September 30, 2023 ($ 660,000 660,000 - September 30, 2023 ($ 138,817 138,817 - Total notes payable to stockholder (current) $ 5,950,845 $ 4,462,028 December 6, 2021 – $50,000 On December 6, 2021, the Company entered into a Loan Authorization and Agreement for a loan of $ 50,000 50,000 50,000 4,303 6 51,640 May 1, 2023 February 11, 2022 – $150,000 On February 11, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $ 150,000 150,000 150,000 12,910 6 154,920 May 1, 2023 May 8, 2022 – $550,000 On May 8, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $ 550,000 550,000 550,000 47,337 6 568,038 May 1, 2023 May 16, 2022 – $1,100,000 On May 16, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $ 1,100,000 1,100,000 1,100,000 8.5 May 16, 2023 May 18, 2022 – $450,000 On May 18, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $ 450,000 450,000 450,000 8.5 May 18, 2023 June 1, 2022 – $500,000 On June 1, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $ 500,000 500,000 500,000 43,494 8 521,931 July 1, 2023 September 30, 2022 – $922,028 On June 30, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $ 922,028 922,028 922,028 80,206 8 962,469 August 1, 2023 August 25, 2022 – $290,000 On August 25, 2022, the Company entered into a Loan Authorization Agreement for a loan of $ 290,000 10 290,000 290,000 November 15, 2022 – $450,000 On November 15, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $ 450,000 10 450,000 450,000 May 16, 2023 – $150,000 On May 16, 2023, the Company entered into a Loan Authorization and Agreement for a loan of $ 150,000 10 150,000 May 18, 2023 – $50,000 On May 18, 2023, the Company entered into a Loan Authorization and Agreement for a loan of $ 50,000 10 50,000 June 5, 2023 – $150,000 On June 5, 2023, the Company entered into a Loan Authorization and Agreement for a loan of $ 150,000 10 150,000 September 30, 2023 – $138,817 On September 30, 2023, the Company entered into a Loan Authorization and Agreement for a loan of $ 138,817 10% 138,817 Funding Commitment Agreement On June 3, 2023, the Company entered into a Funding Commitment Agreement (the “Funding Commitment”) with its Chief Executive Officer and Chairman of the Board of Directors, Jaspreet Mathur, wherein Mr. Mathur committed to provide up to $ 1,000,000 10 1.50 Schedule of Funding Commitment September 30, 2023 June 20, 2023 ($ 50,000 $ 50,000 July 13, 2023 ($ 50,000 50,000 August 1, 2023 ($ 190,000 190,000 August 7, 2023 ($ 50,000 50,000 September 30, 2023 ($ 660,000 660,000 Total Funding Commitment $ 1,000,000 As of September 30, 2023, the balance of the Funding Commitment was $ 1,000,000 Notes payables to related parties: Schedule of Note Payables to Related Party Transaction September 30, December 31, 2023 2022 April 1, 2022 ($ 237,610 $ - $ 237,610 May 10, 2022 ($ 12,500 12,500 12,500 May 10, 2022 ($ 12,500 12,500 12,500 May 10, 2022 ($ 20,000 20,000 20,000 May 31, 2022 ($ 5,000 5,000 5,000 May 31, 2022 ($ 15,000 15,000 15,000 June 9, 2022 ($ 15,000 15,000 15,000 December 31, 2022 ($ 929,401 - 929,401 Total notes payable to related parties (current) $ 80,000 $ 1,247,011 April 1, 2022 – $237,610 On April 1, 2022, Limitless X entered into a Loan Authorization and Agreement for a loan of $ 237,610 with Emblaze, the proceeds of which were to be used for working capital purposes. Beginning on September 1, 2022, the loan required a payment of $ 20,669 per month, which included principal and interest. The total balance of principal and interest of $ 248,032 was due on August 1, 2023 . As of September 30, 2023 and December 31, 2022, the balance was $ 0 and $ 237,610 , respectively. On June 1, 2023, the Company entered into an Agreement for Purchase and Sale of Stock with Emblaze, wherein the Company sold all 5,000 237,610 May 10, 2022 - $12,500 On May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $ 12,500 in exchange for a promissory note that includes interest at the rate of 10 % per annum on the unpaid principal balance, with all unpaid principal and interest due on or before May 10, 2023 . Interest began accruing on May 10, 2022. As of September 30, 2023 and December 31, 2022, the principal balance was $ 12,500 and $ 12,500 , respectively. May 10, 2022 - $12,500 On May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $ 12,500 10 May 10, 2023 12,500 12,500 May 10, 2022 - $20,000 On May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $ 20,000 10 May 10, 2023 20,000 20,000 May 31, 2022 - $5,000 On May 31, 2022, a related party of the Company loaned Prime Time Live, Inc. $ 5,000 10 May 31, 2023 5,000 5,000 May 31, 2022 - $15,000 On May 31, 2022, a related party of the Company loaned Prime Time Live, Inc. $ 15,000 10 May 31, 2023 15,000 15,000 June 9, 2022 - $15,000 On May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $ 15,000 10 May 10, 2023 15,000 15,000 December 31, 2022 - $929,401 On December 31, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $ 929,401 8 0 929,401 On June 1, 2023, the Company entered into an Agreement for Purchase and Sale of Stock with Emblaze wherein the Company sold all 5,000 929,401 | 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 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 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 |