Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 29, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
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 | ||
Title of 12(g) Security | Common Stock | ||
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 | $ 3,899,529 | ||
Entity Common Stock, Shares Outstanding | 3,977,497 | ||
Documents Incorporated By Reference | None | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [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, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 116,100 | $ 5,843,323 |
Accounts receivables, net | 116,888 | 895,713 |
Holdback receivables, net | 1,043,991 | |
Inventories | 21,857 | 3,855,946 |
Prepaid expenses | 12,500 | |
Total current assets | 267,345 | 11,638,973 |
Non-Current Assets: | ||
Operating lease right-of-use asset, net | 91,032 | |
Property and equipment, net | 29,410 | 32,256 |
Other assets | 10,985 | 78,965 |
Total non-current assets | 40,395 | 202,253 |
Total assets | 307,740 | 11,841,226 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 7,318,230 | 2,074,576 |
Accrued interest | 531,149 | 344,475 |
Current portion of operating lease liabilities | 92,195 | |
Royalty payable | 1,114,403 | |
Refunds payable | 41,509 | 213,930 |
Chargebacks payable | 20,755 | 118,288 |
Income tax payable | 17,056 | |
Convertible notes payable | 9,175,000 | |
Notes payable to shareholder | 5,152,028 | 4,462,028 |
Total current liabilities | 13,178,671 | 18,893,962 |
Total liabilities | 13,178,671 | 18,893,962 |
Stockholders’ deficit | ||
Common Stock- $0.0001 par value; 300,000,000 authorized shares; 3,977,497 shares and 3,929,834 issued, respectively | 399 | 394 |
Additional paid-in-capital | 13,265,500 | 2,966,162 |
Retained earnings | (26,137,915) | (10,019,342) |
Total stockholders’ deficit | (12,870,931) | (7,052,736) |
Total liabilities and stockholders’ deficit | 307,740 | 11,841,226 |
Preferred Class A [Member] | ||
Stockholders’ deficit | ||
Preferred Stock value | 50 | 50 |
Preferred Class B [Member] | ||
Stockholders’ deficit | ||
Preferred Stock value | 1,035 | |
Nonrelated Party [Member] | ||
Current Liabilities: | ||
Notes payable | 35,000 | 35,000 |
Related Party [Member] | ||
Current Liabilities: | ||
Notes payable | $ 80,000 | $ 1,247,011 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 3,977,497 | 3,929,834 |
Preferred Class A [Member] | ||
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 |
Preferred Class B [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 30,000,000 | 30,000,000 |
Preferred stock, shares issued | 10,349,097 | 10,349,097 |
Preferred stock, shares outstanding | 10,349,097 | 10,349,097 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Net Revenue | ||
Total net revenue | $ 20,056,081 | $ 58,688,296 |
Cost of Revenue | ||
Total cost of sales | 4,064,933 | 6,943,038 |
Gross profit | 15,991,148 | 51,745,258 |
Operating expenses: | ||
General and administrative | 1,078,532 | 1,938,640 |
Advertising and marketing | 19,416,622 | 47,164,700 |
Stock compensation for services | 141,020 | 1,117,782 |
Transaction fees | 1,159,896 | 3,201,599 |
Merchant fees | 1,147,678 | 2,459,670 |
Royalty fees | 416,140 | 1,114,403 |
Professional fees | 1,515,065 | 1,647,787 |
Payroll and payroll taxes | 3,587,300 | 1,306,565 |
Rent | 159,216 | 205,497 |
Bad debt expense | 2,666,835 | 1,300,855 |
Consulting fees, related party | 10,000 | 43,500 |
Total operating expenses | 31,298,304 | 61,500,998 |
Loss from operations | (15,307,156) | (9,755,740) |
Other income (expense) | ||
Interest expense | (897,287) | (348,017) |
Loss on debt settlement | (142,551) | |
Other income | 17,056 | 57,756 |
Other expense | (30,000) | |
Gain on disposal of assets | 28,397 | |
Total other income (expense), net | (1,052,782) | (261,864) |
Loss before income tax provision and gain on deconsolidation | (16,359,938) | (10,017,604) |
Gain on deconsolidation of subsidiary | 241,365 | |
Loss before income tax provision | (16,118,573) | (10,017,604) |
Income tax provision | 6,402 | |
Net loss | $ (16,118,573) | $ (10,024,006) |
Earnings (Loss) Per Share: | ||
Net loss per common share - basic | $ (4.07) | $ (2.71) |
Net loss per common share - diluted | $ (4.07) | $ (2.71) |
Weighted average number of common shares - basic | 3,957,486 | 3,692,740 |
Weighted average number of common shares - diluted | 3,957,486 | 3,692,740 |
Product [Member] | ||
Net Revenue | ||
Total net revenue | $ 15,443,148 | $ 40,364,955 |
Service [Member] | ||
Net Revenue | ||
Total net revenue | 4,597,933 | 18,308,341 |
Rentals [Member] | ||
Net Revenue | ||
Total net revenue | 15,000 | 15,000 |
Cost Of Revenue [Member] | ||
Cost of Revenue | ||
Total cost of sales | 4,064,933 | 6,942,680 |
Cost Of Revenue Other [Member] | ||
Cost of Revenue | ||
Total cost of sales | $ 358 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Preferred Stock [Member] Preferred Class A [Member] | Preferred Stock [Member] Preferred Class B [Member] | Common Stock [Member] | Common Stock Issuable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
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 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 | |||||
Issuance of common stock for services | $ 5 | 141,015 | 141,020 | ||||
Issuance of common stock for services, shares | 47,663 | ||||||
Net loss | (16,118,573) | (16,118,573) | |||||
Vybe deconsolidation | (189,739) | (189,739) | |||||
Conversion of convertible notes and interest payables | $ 1,035 | 10,348,062 | 10,349,097 | ||||
Conversion of convertible notes and interest payables, shares | 10,349,097 | ||||||
Balance at Dec. 31, 2023 | $ 50 | $ 1,035 | $ 399 | $ 13,265,500 | $ (26,137,915) | $ (12,870,931) | |
Balance, shares at Dec. 31, 2023 | 500,000 | 10,349,097 | 3,977,497 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (16,118,573) | $ (10,024,006) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 4,450 | 5,686 |
Common stock issued for professional fees | 141,020 | 1,117,782 |
Loss on settlement of debt | 142,551 | |
Gain on deconsolidation of subsidiary | (241,365) | |
Changes in assets and liabilities: | ||
Accounts receivables, net | 300,717 | (573,214) |
Holdback receivables | 1,043,991 | (881,765) |
Inventories | 3,048,179 | (1,980,800) |
Prepaid expenses | (12,500) | |
Other assets | 67,980 | (67,980) |
Accounts payable and accrued expenses | 5,899,533 | 1,794,031 |
Accrued interest | 233,862 | 344,475 |
Refunds payable | (172,421) | 6,331 |
Royalty payable | (1,114,403) | 1,114,403 |
Chargebacks payable | (97,533) | 17,938 |
Income tax payable | (5,850) | |
Net cash used in operating activities | (6,874,512) | (9,132,969) |
Cash flows from investing activities: | ||
Purchases of equipment | (1,604) | |
Proceeds from disposition of asset | 28,397 | |
Net cash used in financing activities | (1,604) | 28,397 |
Cash flows from financing activities: | ||
Proceeds from convertible debt | 500,000 | |
Proceeds from borrowings from stockholder | 690,000 | 4,412,028 |
Proceeds from borrowings from related parties | 1,247,011 | |
Proceeds from borrowing | 9,210,000 | |
Net cash provided by financing activities | 1,190,000 | 14,869,039 |
Net increase(decrease) in cash | (5,686,116) | 5,764,467 |
Deconsolidation - Cash | (41,107) | |
Cash – beginning of period | 5,843,323 | 78,856 |
Cash – end of period | 116,100 | 5,843,323 |
Supplemental disclosures of cash flow information | ||
Interest | 2,334 | 1,125 |
Income taxes | 5,850 | |
Non-cash investing and financing activities: | ||
Conversion of convertible notes and interest payables | 10,349,097 | |
Increase of due to shareholder from asset contribution by shareholder | 988,817 | |
Decrease in due to Emblaze One, Inc. by Limitless X due to deconsolidation | (1,167,011) | |
Increase in due from Vybe Labs, Inc. by Limitless X due to deconsolidation | $ 1,356,750 |
ORGANIZATION AND HISTORY
ORGANIZATION AND HISTORY | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND HISTORY | NOTE 1 – ORGANIZATION AND HISTORY On May 11, 2022, Bio Lab Naturals, Inc., a Delaware corporation (“Bio Lab”), entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Limitless X, Inc., a Nevada corporation (“LimitlessX”), and its 11 shareholders (the “LimitlessX Acquisition”). The parties completed and closed the LimitlessX Acquisition on May 20, 2022 by issuing an aggregate of 3,233,334 300,000 500,000 60 On June 10, 2022, Bio Lab changed its name to Limitless X Holdings Inc. (“Limitless”). The LimitlessX Acquisition was accounted for as a “reverse merger” following the completion of the transaction. For accounting purposes, LimitlessX was deemed to be the accounting acquirer in the transaction and, consequently, the transaction was treated as a recapitalization of Bio Lab. Accordingly, LimitlessX’s assets, liabilities, and results of operations became the historical financial statements of the registrant. No step-up in basis or intangible assets or goodwill was recorded in this transaction. The Company (as defined below) is a lifestyle brand, focused in the health and wellness industry. Initially, the Company focused on nutritional supplements, wellness studies, and interactive training videos and has since focused its business on performance marketing, sales of digital services, and sales of products. The Company’s mission is to provide businesses a turnkey solution to sell their products. Company teams include sales, marketing, user interface design (UI), user experience design (UX), fulfillment, customer support, labeling, product manufacturing, consulting, retailing, and payment processing, among others. The Company currently offers products online only. The Company has manufacturing and distribution licensing agreements to market, manufacture, sell, and distribute branded products on behalf of its clients. The Company orders products from third party partner manufacturers that make the products according to the Company’s custom formulations, and brands them using the Company’s licensed trademarks. Products are then marketed and sold direct to consumers online. Orders are fulfilled and shipped directly from the Company’s licensors. The Company plans to offer global marketing services across all areas of the sales process, including market research, brand and product development, and digital advertising operating as an integrated marketing agency. The Company operates in the following product and service sectors: (i) health products and (ii) digital marketing services. The health products sector included the sales of health products in two primary vertical markets: (1) health & wellness; and (2) beauty & skincare. The digital marketing service sector includes digital marketing; digital and print design; social media marketing; and direct-to-consumer marketing. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
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. (for 2022 and deconsolidated on June 1, 2023), and Prime Time Live, Inc. (collectively, the “Company”). All intercompany balances have been eliminated during consolidation. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $ 26.1 16.1 6.9 To support our existing and planned business model, the Company needs to raise additional capital to fund our future operations. The Company has not experienced any difficulty in raising funds through loans and has not experienced any liquidity problems in settling payables in the normal course of business and repaying loans when they fall due. Successful renewal of our loans, however, is subject to numerous risks and uncertainties. In addition, the increasingly competitive industry conditions under which we operate may negatively impacted our results of operations and cash flows. Additional debt financing is anticipated to fund the Company’s operations in near future. However, there are no current agreements or understandings with regard to the form, time or amount of such financing and there is no assurance that any of this financing can be obtained or that the Company can continue as a going concern. Use of Estimates in the Preparation of Consolidated Financial Statements The preparation of consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all liquid investments purchased with an initial maturity of three months or less to be cash equivalents. Cash and cash equivalents include demand deposits carried at cost which approximates fair value. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). Concentration of Credit Risk The Company offers its services to a small number of clients. This risk of non-payment by these clients is considered minimal and the Company does not generally obtain collateral for sales. The Company continually monitors the credit standing of its clients. Accounts Receivable, net Accounts receivable, net consists primarily of trade receivables, net of allowances for doubtful accounts. The Company sells its products and services for cash or on credit terms, which are established in accordance with local and industry practices and typically require payment within 30 days of delivery. The Company estimates its allowance for doubtful accounts and the related expected credit loss based upon the Company’s historical credit loss experience, adjusted for asset-specific risk characteristics, current economic conditions, and reasonable forecasts. Accounts receivables are written off when determined to be uncollectible. The Company did not require and did not have an allowance for doubtful accounts. 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 NIL 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 $ 19,416,622 47,164,700 Property and Equipment, net Property and equipment is recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation of property and equipment is over the estimated useful life of five to ten years using the straight-line method. SCHEDULE OF PROPERTY AND EQUIPMENT, NET December 31, 2023 December 31, 2022 Machinery and equipment $ 39,067 $ 37,463 Total 39,067 37,463 Less: accumulated depreciation (9,657 ) (5,207 Total equipment, net $ 29,410 $ 32,256 Depreciation expense was $ 4,450 5,686 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 certain commission fees, returns, chargebacks, distribution and shipping and handling costs. The amount shown is net of various rebates from third-party vendors in the form of payments. Refunds Payable If customers are not satisfied for any reason, they may request a full refund, processed to the original form of payment, within 30 days from the order date. If the order has already been shipped, the Company charges a 20 As of December 31, 2023 and December 31, 2022, refunds payable was $ 41,509 213,930 Chargebacks Payable Once customers successfully dispute chargebacks with the payment processor, the Company returns such funds to the payment processor to return to the customer. As of December 31, 2023 and December 31, 2022, chargebacks payable was $ 20,755 118,288 Other Comprehensive Loss The Company has no material components of other comprehensive loss and accordingly, net loss is equal to comprehensive loss for the period. Income Taxes The accounting standard on accounting for uncertainty in income taxes addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under that guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood Earnings (Loss) per Share The Company calculates earnings per share in accordance with Financial Accounting Standards Board (“FASB”) ASC 260, Earnings Per Share, which requires a dual presentation of basic and diluted earnings per share. Basic earnings per share (“EPS”) is computed by dividing earnings (losses) attributable to common shareholders by the weighted average number of common shares outstanding for the periods. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The Company had a loss for the years ended December 31, 2023 and 2022. Equity Based Payments The Company accounts for equity-based payment accruals under authoritative guidance as set forth in the Topics of the ASC. The guidance requires all equity-based payments to employees and non-employees, including grants of employee and non-employee stock options and warrants, to be recognized in the consolidated financial statements based at their fair values. The Company applies the provisions of ASC 718, “Compensation - Stock Compensation,” using a modified prospective application, and the Black-Scholes model to value stock options. Under this application, the Company records compensation expense for all awards granted. Compensation costs will be recognized over the period that an employee provides service in exchange for the award. During the year ended December 31, 2023 and the year ended December 31, 2022, the Company granted no options under the 2020 Stock Incentive Plan and 2022 Stock Option Plan. General Concentrations of Risk Financial instruments that potentially subject the Company to concentrations of credit risk are accounts receivable and other receivables arising from its normal business activities. The Company has a diversified customer base. The Company controls credit risk related to accounts receivable through credit approvals, credit limits, and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable related credit risk exposure beyond such allowance is limited. The Company purchases merchandise from 6 suppliers, and the Company’s 3 largest suppliers accounted for 95 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 ease agreement with lease and non-lease components, which are accounted for as a single lease component and are month-to-month during the year ended December 31, 2023. Recent Accounting Pronouncements In December 2019, FASB issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which amends existing guidance related to the accounting for income taxes. This ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the consistent application of GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance. This ASU is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company evaluated the effects of adoption of this guidance on the financial statements and did not have any material impact on its consolidated financial statements. In June 2016, the FASB issued an accounting standards update which changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. This update replaces the existing incurred loss impairment model with an expected loss model (referred to as the Current Expected Credit Loss model, or “CECL”). The standard update, and its related amendments, will become effective for the fiscal year beginning on January 1, 2023. The Company evaluated the effects of adoption of this guidance on the financial statements and did not have any material impact on its consolidated financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2023 | |
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. |
DECONSOLIDATION (Sale of Vybe L
DECONSOLIDATION (Sale of Vybe Labs, Inc.) | 12 Months Ended |
Dec. 31, 2023 | |
Deconsolidation | |
DECONSOLIDATION (Sale of Vybe Labs, Inc.) | NOTE 4 – DECONSOLIDATION (Sale of Vybe Labs, Inc.) On June 1, 2023, the Company entered into an Agreement for Purchase and Sale of Stock (the “Vybe Sale Agreement”) with Emblaze One, Inc., a Nevada corporation, (“Emblaze”) wherein the Company sold all 5,000 100 The transaction is recorded as follows at the date of this transaction: SCHEDULE OF DECONSOLIDATION June 1, 2023 Total assets and liabilities deconsolidated for Vybe: Total assets $ 1,156,733 Total liabilities (1,356,750 ) Net assets (liabilities) $ (241,365 ) Net amount of deconsolidation – Recorded as a Gain on Deconsolidation of Subsidiary $ 241,365 |
LOSS ON SETTLEMENT OF DEBT
LOSS ON SETTLEMENT OF DEBT | 12 Months Ended |
Dec. 31, 2023 | |
Loss On Settlement Of Debt | |
LOSS ON SETTLEMENT OF DEBT | NOTE 5 – LOSS ON SETTLEMENT OF DEBT On June 1, 2023, the Company agreed to a settlement of a debt in the amount of $ 1,167,011 47,188 237,610 929,401 10,012 37,176 The transaction is recorded as follows at the date of this transaction: SCHEDULE OF DECONSOLIDATION ON LOSS ON SETTLEMENT OF DEBT June 1, 2023 Total due to and due from between Limitless X and Vybe before deconsolidation: Due to Emblaze One, Inc. by Limitless X $ 1,167,011 Interest payable 47,188 Due from Vybe Labs, Inc. by Limitless X (1,356,750 ) Net due to (from) $ (142,551 ) Net amount of deconsolidation – Recorded as a Loss on Settlement of Debt $ 142,551 |
ROYALTY PAYABLES
ROYALTY PAYABLES | 12 Months Ended |
Dec. 31, 2023 | |
Royalty Payables | |
ROYALTY PAYABLES | NOTE 6 – ROYALTY PAYABLES Limitless Performance Inc. (“LPI”), SMILZ INC. (“Smiles”), DIVATRIM INC. (“Divatrim”), and AMAROSE INC. (“Amarose,” and collectively with LPI, Smiles, and Divatrim, the “Licensors”) are all companies at least 50% owned by a shareholder of the Company. On December 1, 2021, the Company entered into manufacturing and distributorship license agreements (each, a “License Agreement”) with each of the Licensors to distribute each of the Licensors’ respective products and for payments to such Licensor for its product designs and distribution rights. Pursuant to the License Agreements, and each of them, the Company agreed to pay to such Licensors royalty payments equal to 4.00 As of December 31, 2023 and 2022, the royalty payable was $ 0 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. |
NOTE PAYABLE
NOTE PAYABLE | 12 Months Ended |
Dec. 31, 2023 | |
Note Payable | |
NOTE PAYABLE | NOTE 7 – NOTE PAYABLE On March 1, 2021, an individual loaned the predecessor company $ 35,000 10 December 31, 2022 35,000 4,595 35,000 1,095 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 8 – CONVERTIBLE NOTES PAYABLE Convertible notes payable consisted of the following: SCHEDULE OF CONVERTIBLE NOTE PAYABLES December 31, December 31, 2023 2022 August 3, 2022 ($ 5,000,000 $ - $ 5,000,000 August 3, 2022 ($ 1,000,000 - 1,000,000 August 22, 2022 ($ 500,000 - 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. The Company has received $ 9,175,000 500,000 9,675,000 On October 1, 2023, the Company entered into Conversion Agreements with each of the convertible noteholders to convert their respective notes into shares of Class B Preferred Stock. Pursuant to the Conversion Agreements, each noteholder agreed to receive one share of Class B Preferred Stock for each $ 2.00 10,349,097 9,675,000 674,097 |
NOTES PAYABLE TO SHAREHOLDER
NOTES PAYABLE TO SHAREHOLDER | 12 Months Ended |
Dec. 31, 2023 | |
Notes Payable To Shareholder | |
NOTES PAYABLE TO SHAREHOLDER | NOTE 9 – NOTES PAYABLE TO SHAREHOLDER Notes payable to shareholder consisted of the following: SCHEDULE OF NOTES PAYABLE TO SHAREHOLDER December 31, 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 - Total notes payable to stockholder (current) $ 5,152,028 $ 4,462,028 ● December 6, 2021 – $50,000 On December 6, 2021, the Company entered into a Loan Authorization and Agreement for a loan of $ 50,000 4,303 6 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 12,910 6 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 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 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 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 43,494 8 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 80,206 8 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 ● 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 ● 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 ● 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 ● 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 ● 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 December 31, 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 Total Funding Commitment $ 340,000 As of December 31, 2023, the balance of notes payable to shareholder under the Funding Commitment was $ 340,000 Total accrued interest related to notes payable to shareholder as of December 31, 2023 and 2022 was $ 508,524 132,938 375,586 |
NOTES PAYABLE TO RELATED PARTIE
NOTES PAYABLE TO RELATED PARTIES | 12 Months Ended |
Dec. 31, 2023 | |
Notes Payable To Related Parties | |
NOTES PAYABLE TO RELATED PARTIES | NOTE 10 – NOTES PAYABLE TO RELATED PARTIES Notes payable to related party consisted of the following: SCHEDULE OF NOTES PAYABLE TO RELATED PARTIES December 31, December 31, 2023 2022 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 ● 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 ● 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 ● 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 ● 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 ● 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 ● 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 ● 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 5,000 929,401 Total accrued interest related to notes payable to shareholder as of December 31, 2023 and 2022 was $ 11,127 3,127 8,000 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 11 – STOCKHOLDERS’ EQUITY Common Stock As of December 31, 2023 and 2022, the Company had 300,000,000 0.0001 3,977,497 3,929,834 ● Common Stock Issued for Services – 47,000 141,020 ● Common Stock Issued for Services 36,000 684 1,117,782 Preferred Stock As of December 31, 2023 and 2022, the Company has authorized 30,000,000 500,000 ● Class A Convertible Stock 500,000 The Class A Preferred Stock, when voting as a single class, has the votes of at least 60% of the voting power of the Company. ● Class B Convertible Stock 10,349,097 9,675,000 674,097 3.00 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 at the 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, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
EQUITY BASED PAYMENTS | NOTE 12 – EQUITY BASED PAYMENTS The Company had the following equity-based plan: ● 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 no Effective August 9, 2022, the Company adopted its 2022 Incentive and Non-statutory Stock Option Plan (the “2022 Stock Option Plan”). Under the 2022 Stock Option Plan, the Board of Directors may grant options to purchase common stock to officers, employees, and other persons who provide services to the Company. A total of 833,333 no 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 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 13 – RELATED PARTY TRANSACTIONS The Company had the following related party transactions: ● Royalty Payables – 4.00 0 1,114,403 ● Notes Payable to Shareholder – 5,152,028 4,462,028 ● Notes Payable to Related Parties – 80,000 ● Consulting Fees 0 32,500 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 – COMMITMENTS AND CONTINGENCIES Commitments Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives. The Company’s variable lease payments primarily consist of maintenance and other operating expenses from their real estate leases. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components. The Company has elected to account for these lease and non-lease components as a single lease component. In accordance with ASC 842, the components of lease expense were as follows: SCHEDULE OF LEASE COST For the For the year ended year ended December 31, 2023 December 31, 2022 Operating lease expense $ - $ 138,108 Total lease expense $ - $ 138,108 In accordance with ASC 842, other information related to leases was as follows: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES For the For the year ended year ended December 31, 2023 December 31, 2022 Operating cash flows from operating leases $ - $ 137,138 Cash paid for amounts included in the measurement of lease liabilities $ - $ 137,138 Weighted-average remaining lease term—operating leases Years Weighted-average discount rate—operating leases 3 % Total rent expense was $ 160,379 204,527 Contingencies From time to time, the Company is involved in legal proceedings. The Company records a liability for those legal proceedings when it de termines it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company also discloses when it is reasonably possible that a material loss may be incurred, however, the amount cannot be reasonably estimated. From time to time, the Company may enter into discussions regarding settlement of these matters, and may enter into settlement agreements, if it believes settlement is in the best interest of the Company and its shareholders. The following is a summary of our current outstanding litigation: ● Mentom Eyewear Inc. ● Harpo Inc. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS The Company evaluated all events or transactions that occurred after December 31, 2023. During this period, the Company did not have any material recognizable subsequent events required to be disclosed. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
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. (for 2022 and deconsolidated on June 1, 2023), and Prime Time Live, Inc. (collectively, the “Company”). All intercompany balances have been eliminated during consolidation. |
Going Concern | Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $ 26.1 16.1 6.9 To support our existing and planned business model, the Company needs to raise additional capital to fund our future operations. The Company has not experienced any difficulty in raising funds through loans and has not experienced any liquidity problems in settling payables in the normal course of business and repaying loans when they fall due. Successful renewal of our loans, however, is subject to numerous risks and uncertainties. In addition, the increasingly competitive industry conditions under which we operate may negatively impacted our results of operations and cash flows. Additional debt financing is anticipated to fund the Company’s operations in near future. However, there are no current agreements or understandings with regard to the form, time or amount of such financing and there is no assurance that any of this financing can be obtained or that the Company can continue as a going concern. |
Use of Estimates in the Preparation of Consolidated Financial Statements | 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 NIL 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 $ 19,416,622 47,164,700 |
Property and Equipment, net | Property and Equipment, net Property and equipment is recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation of property and equipment is over the estimated useful life of five to ten years using the straight-line method. SCHEDULE OF PROPERTY AND EQUIPMENT, NET December 31, 2023 December 31, 2022 Machinery and equipment $ 39,067 $ 37,463 Total 39,067 37,463 Less: accumulated depreciation (9,657 ) (5,207 Total equipment, net $ 29,410 $ 32,256 Depreciation expense was $ 4,450 5,686 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 certain commission fees, returns, chargebacks, distribution and shipping and handling costs. The amount shown is net of various rebates from third-party vendors in the form of payments. |
Refunds Payable | 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 As of December 31, 2023 and December 31, 2022, refunds payable was $ 41,509 213,930 |
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. As of December 31, 2023 and December 31, 2022, chargebacks payable was $ 20,755 118,288 |
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. |
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 (“EPS”) is computed by dividing earnings (losses) attributable to common shareholders by the weighted average number of common shares outstanding for the periods. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The Company had a loss for the years ended December 31, 2023 and 2022. |
Equity Based Payments | Equity Based Payments The Company accounts for equity-based payment accruals under authoritative guidance as set forth in the Topics of the ASC. The guidance requires all equity-based payments to employees and non-employees, including grants of employee and non-employee stock options and warrants, to be recognized in the consolidated financial statements based at their fair values. The Company applies the provisions of ASC 718, “Compensation - Stock Compensation,” using a modified prospective application, and the Black-Scholes model to value stock options. Under this application, the Company records compensation expense for all awards granted. Compensation costs will be recognized over the period that an employee provides service in exchange for the award. During the year ended December 31, 2023 and the year ended December 31, 2022, the Company granted no options under the 2020 Stock Incentive Plan and 2022 Stock Option Plan. |
General Concentrations of Risk | 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 ease agreement with lease and non-lease components, which are accounted for as a single lease component and are month-to-month during the year ended December 31, 2023. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, FASB issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which amends existing guidance related to the accounting for income taxes. This ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the consistent application of GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance. This ASU is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company evaluated the effects of adoption of this guidance on the financial statements and did not have any material impact on its consolidated financial statements. In June 2016, the FASB issued an accounting standards update which changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. This update replaces the existing incurred loss impairment model with an expected loss model (referred to as the Current Expected Credit Loss model, or “CECL”). The standard update, and its related amendments, will become effective for the fiscal year beginning on January 1, 2023. The Company evaluated the effects of adoption of this guidance on the financial statements and did not have any material impact on its consolidated financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT, NET | SCHEDULE OF PROPERTY AND EQUIPMENT, NET December 31, 2023 December 31, 2022 Machinery and equipment $ 39,067 $ 37,463 Total 39,067 37,463 Less: accumulated depreciation (9,657 ) (5,207 Total equipment, net $ 29,410 $ 32,256 |
DECONSOLIDATION (Sale of Vybe_2
DECONSOLIDATION (Sale of Vybe Labs, Inc.) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deconsolidation | |
SCHEDULE OF DECONSOLIDATION | The transaction is recorded as follows at the date of this transaction: SCHEDULE OF DECONSOLIDATION June 1, 2023 Total assets and liabilities deconsolidated for Vybe: Total assets $ 1,156,733 Total liabilities (1,356,750 ) Net assets (liabilities) $ (241,365 ) Net amount of deconsolidation – Recorded as a Gain on Deconsolidation of Subsidiary $ 241,365 |
LOSS ON SETTLEMENT OF DEBT (Tab
LOSS ON SETTLEMENT OF DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Loss On Settlement Of Debt | |
SCHEDULE OF DECONSOLIDATION ON LOSS ON SETTLEMENT OF DEBT | The transaction is recorded as follows at the date of this transaction: SCHEDULE OF DECONSOLIDATION ON LOSS ON SETTLEMENT OF DEBT June 1, 2023 Total due to and due from between Limitless X and Vybe before deconsolidation: Due to Emblaze One, Inc. by Limitless X $ 1,167,011 Interest payable 47,188 Due from Vybe Labs, Inc. by Limitless X (1,356,750 ) Net due to (from) $ (142,551 ) Net amount of deconsolidation – Recorded as a Loss on Settlement of Debt $ 142,551 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTE PAYABLES | Convertible notes payable consisted of the following: SCHEDULE OF CONVERTIBLE NOTE PAYABLES December 31, December 31, 2023 2022 August 3, 2022 ($ 5,000,000 $ - $ 5,000,000 August 3, 2022 ($ 1,000,000 - 1,000,000 August 22, 2022 ($ 500,000 - 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 |
NOTES PAYABLE TO SHAREHOLDER (T
NOTES PAYABLE TO SHAREHOLDER (Tables) - Shareholder [Member] | 12 Months Ended |
Dec. 31, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | |
SCHEDULE OF NOTES PAYABLE TO SHAREHOLDER | Notes payable to shareholder consisted of the following: SCHEDULE OF NOTES PAYABLE TO SHAREHOLDER December 31, 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 - Total notes payable to stockholder (current) $ 5,152,028 $ 4,462,028 |
SCHEDULE OF FUNDING COMMITMENT | SCHEDULE OF FUNDING COMMITMENT December 31, 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 Total Funding Commitment $ 340,000 |
NOTES PAYABLE TO RELATED PART_2
NOTES PAYABLE TO RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
SCHEDULE OF NOTES PAYABLE TO RELATED PARTIES | Notes payable to related party consisted of the following: SCHEDULE OF NOTES PAYABLE TO RELATED PARTIES December 31, December 31, 2023 2022 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 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 For the year ended year ended December 31, 2023 December 31, 2022 Operating lease expense $ - $ 138,108 Total lease expense $ - $ 138,108 |
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 For the year ended year ended December 31, 2023 December 31, 2022 Operating cash flows from operating leases $ - $ 137,138 Cash paid for amounts included in the measurement of lease liabilities $ - $ 137,138 Weighted-average remaining lease term—operating leases Years Weighted-average discount rate—operating leases 3 % |
ORGANIZATION AND HISTORY (Detai
ORGANIZATION AND HISTORY (Details Narrative) - shares | May 20, 2022 | Dec. 31, 2023 | Dec. 31, 2022 |
Class A Convertible Preferred Stock [Member] | |||
Preferred stock shares issued | 500,000 | 500,000 | |
Helion Holdings LLC [Member] | Jaspreet Mathur [Member] | Class A Convertible Preferred Stock [Member] | |||
Preferred stock shares issued | 500,000 | ||
Common Stock [Member] | Bio Lab Naturals, Inc [Member] | |||
Outstanding shares percentage | 60% | ||
Common Stock [Member] | Bio Lab Naturals, Inc [Member] | Limitless X Shareholders [Member] | |||
Number of shares acquisitions | 3,233,334 | ||
Number of additional shares issued | 300,000 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Machinery and equipment | $ 39,067 | $ 37,463 |
Total | 39,067 | 37,463 |
Less: accumulated depreciation | (9,657) | (5,207) |
Total equipment, net | $ 29,410 | $ 32,256 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | ||
Accumulated deficit | $ 26,137,915 | $ 10,019,342 |
Net income (loss) | 16,118,573 | 10,024,006 |
Net cash used in operating activities | $ 6,874,512 | 9,132,969 |
Hold receivables percentage | 55% | |
Hold receivables, allowance for doubtful accounts | $ 1,300,855 | |
Holdback receivables | 1,043,991 | |
Advertising and marketing cost | 19,416,622 | 47,164,700 |
Depreciation expense | 4,450 | 5,686 |
Gain of disposal of assets | 28,397 | |
Deferred revenue | $ 0 | 0 |
Refunds payable percentage | 20% | |
Refunds payable | $ 41,509 | 213,930 |
Chargebacks payable | $ 20,755 | $ 118,288 |
Income taxes likelihood | greater than 50% likelihood | |
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 DECONSOLIDATION (De
SCHEDULE OF DECONSOLIDATION (Details) - USD ($) | Dec. 31, 2023 | Jun. 01, 2023 | Dec. 31, 2022 |
Deconsolidation | |||
Total assets | $ 307,740 | $ 1,156,733 | $ 11,841,226 |
Total liabilities | $ (13,178,671) | (1,356,750) | $ (18,893,962) |
Net assets (liabilities) | (241,365) | ||
Net amount of deconsolidation – Recorded as a Gain on Deconsolidation of Subsidiary | $ 241,365 |
DECONSOLIDATION (Sale of Vybe_3
DECONSOLIDATION (Sale of Vybe Labs, Inc.) (Details Narrative) - Vybe Sale Agreement [Member] - Emblaze One, Inc. [Member] | Jun. 01, 2023 shares |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of shares sold | 5,000 |
Ownership percentage | 100% |
SCHEDULE OF DECONSOLIDATION ON
SCHEDULE OF DECONSOLIDATION ON LOSS ON SETTLEMENT OF DEBT (Details) - USD ($) | 12 Months Ended | ||
Jun. 01, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Net due to (from) | $ (142,551) | ||
Net amount of deconsolidation – Recorded as a Loss on Settlement of Debt | 142,551 | $ (142,551) | |
Emblaze One, Inc. [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Due to Emblaze One, Inc. by Limitless X | 1,167,011 | ||
Interest payable | 47,188 | ||
Vybe Labs Inc [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Due from Vybe Labs, Inc. by Limitless X | $ (1,356,750) |
LOSS ON SETTLEMENT OF DEBT (Det
LOSS ON SETTLEMENT OF DEBT (Details Narrative) - USD ($) | Jun. 01, 2023 | Dec. 31, 2022 | Apr. 01, 2022 |
Two Loan Authorization And Agreements [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Interest payable | $ 37,176 | $ 10,012 | |
Principal amount | $ 929,401 | $ 237,610 | |
Emblaze One, Inc. [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Settlement of debt amount | $ 1,167,011 | ||
Interest payable | $ 47,188 |
ROYALTY PAYABLES (Details Narra
ROYALTY PAYABLES (Details Narrative) - USD ($) | Dec. 01, 2021 | Dec. 31, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | |||
Royalty payable | $ 1,114,403 | ||
Limitless Performance Inc [Member] | |||
Related Party Transaction [Line Items] | |||
Royalty payables percentage | 4% |
NOTE PAYABLE (Details Narrative
NOTE PAYABLE (Details Narrative) - Prime Time Live Inc [Member] - USD ($) | 12 Months Ended | ||
Mar. 01, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Note payable | $ 35,000 | $ 35,000 | |
Accrued interest | $ 4,595 | $ 1,095 | |
Individual Counterparty [Member] | Unsecured Convertible Promissory Note [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Note payable | $ 35,000 | ||
Interest rate | 10% | ||
Note payable, maturity date | Dec. 31, 2022 |
SCHEDULE OF CONVERTIBLE NOTE PA
SCHEDULE OF CONVERTIBLE NOTE PAYABLES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total convertible note payables (current) | $ 9,175,000 | |
August 3, 2022 ($5,000,000) [Member] | ||
Debt Instrument [Line Items] | ||
Total convertible note payables (current) | 5,000,000 | |
August 3, 2022 ($1,000,000) [Member] | ||
Debt Instrument [Line Items] | ||
Total convertible note payables (current) | 1,000,000 | |
August 22, 2022 ($500,000) [Member] | ||
Debt Instrument [Line Items] | ||
Total convertible note payables (current) | 500,000 | |
September 22, 2022 ($250,000) [Member] | ||
Debt Instrument [Line Items] | ||
Total convertible note payables (current) | 250,000 | |
September 25, 2022 ($600,000) [Member] | ||
Debt Instrument [Line Items] | ||
Total convertible note payables (current) | 600,000 | |
September 25, 2022 ($600,000) [Member] | ||
Debt Instrument [Line Items] | ||
Total convertible note payables (current) | 600,000 | |
September 29, 2022 ($50,000) [Member] | ||
Debt Instrument [Line Items] | ||
Total convertible note payables (current) | 50,000 | |
September 29, 2022 ($500,000) [Member] | ||
Debt Instrument [Line Items] | ||
Total convertible note payables (current) | 500,000 | |
October 10, 2022 ($500,000) [Member] | ||
Debt Instrument [Line Items] | ||
Total convertible note payables (current) | 500,000 | |
October 13, 2022 ($750,000) [Member] | ||
Debt Instrument [Line Items] | ||
Total convertible note payables (current) | 75,000 | |
October 13, 2022 ($50,000) [Member] | ||
Debt Instrument [Line Items] | ||
Total convertible note payables (current) | 50,000 | |
October 14, 2022 ($50,000) [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, 2023 USD ($) |
August 3, 2022 ($5,000,000) [Member] | |
Debt Instrument [Line Items] | |
Debt face amount | $ 5,000,000 |
August 3, 2022 ($1,000,000) [Member] | |
Debt Instrument [Line Items] | |
Debt face amount | 1,000,000 |
August 22, 2022 ($500,000) [Member] | |
Debt Instrument [Line Items] | |
Debt face amount | 500,000 |
September 22, 2022 ($250,000) [Member] | |
Debt Instrument [Line Items] | |
Debt face amount | 250,000 |
September 25, 2022 ($600,000) [Member] | |
Debt Instrument [Line Items] | |
Debt face amount | 600,000 |
September 25, 2022 ($600,000) [Member] | |
Debt Instrument [Line Items] | |
Debt face amount | 600,000 |
September 29, 2022 ($50,000) [Member] | |
Debt Instrument [Line Items] | |
Debt face amount | 50,000 |
September 29, 2022 ($500,000) [Member] | |
Debt Instrument [Line Items] | |
Debt face amount | 500,000 |
October 10, 2022 ($500,000) [Member] | |
Debt Instrument [Line Items] | |
Debt face amount | 500,000 |
October 13, 2022 ($750,000) [Member] | |
Debt Instrument [Line Items] | |
Debt face amount | 750,000 |
October 13, 2022 ($50,000) [Member] | |
Debt Instrument [Line Items] | |
Debt face amount | 50,000 |
October 14, 2022 ($50,000) [Member] | |
Debt Instrument [Line Items] | |
Debt face amount | $ 50,000 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | |||||
Oct. 23, 2023 | Jun. 01, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 01, 2023 | Nov. 28, 2022 | |
Debt Instrument [Line Items] | ||||||
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. | |||||
Extinguish convertible debt | $ 142,551 | $ (142,551) | ||||
Class B Preferred Stock [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Convertible preferred stock amount | $ 9,675,000 | |||||
Number of shares issued | 10,349,097 | |||||
Extinguish convertible debt | $ 9,675,000 | |||||
Accumulated interest | $ 674,097 | |||||
Common Stock [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Conversion price, per share | $ 0.25 | |||||
Share price | $ 2 | |||||
Number of shares issued | 97,000 | |||||
Convertible Note Offering [Member] | 12 Accredited Investors [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Convertible notes payable | $ 500,000 | $ 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 |
SCHEDULE OF NOTES PAYABLE TO SH
SCHEDULE OF NOTES PAYABLE TO SHAREHOLDER (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | ||
Total notes payable to stockholder (current) | $ 5,152,028 | $ 4,462,028 |
December 6, 2021 - $50,000 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total notes payable to stockholder (current) | 50,000 | 50,000 |
February 11, 2022 - $150,000 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total notes payable to stockholder (current) | 150,000 | 150,000 |
May 8, 2022 - $550,000 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total notes payable to stockholder (current) | 550,000 | 550,000 |
May 9, 2022 - $1,100,000 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total notes payable to stockholder (current) | 1,100,000 | 1,100,000 |
May 16, 2022 - $450,000 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total notes payable to stockholder (current) | 450,000 | 450,000 |
June 1, 2022 - $500,000 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total notes payable to stockholder (current) | 500,000 | 500,000 |
June 30, 2022 - $922,028 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total notes payable to stockholder (current) | 922,028 | 922,028 |
August 25, 2022 - $290,000 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total notes payable to stockholder (current) | 290,000 | 290,000 |
November 15, 2022 - $450,000 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total notes payable to stockholder (current) | 450,000 | 450,000 |
May 16, 2023 - $150,000 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total notes payable to stockholder (current) | 150,000 | |
May 18, 2023 - $50,000 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total notes payable to stockholder (current) | 50,000 | |
June 5, 2023 - $150,000 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total notes payable to stockholder (current) | 150,000 | |
June 20, 2023 - $50,000 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total notes payable to stockholder (current) | 50,000 | |
July 13, 2023 -$50,000 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total notes payable to stockholder (current) | 50,000 | |
August 1, 2023 - $190,000 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total notes payable to stockholder (current) | 190,000 | |
August 7, 2023 - $50,000 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total notes payable to stockholder (current) | $ 50,000 |
SCHEDULE OF NOTES PAYABLE TO _2
SCHEDULE OF NOTES PAYABLE TO SHAREHOLDER (Details) (Parenthetical) | Dec. 31, 2023 USD ($) |
December 6, 2021 - $50,000 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Debt face amount | $ 50,000 |
February 11, 2022 - $150,000 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Debt face amount | 150,000 |
May 8, 2022 - $550,000 | |
Defined Benefit Plan Disclosure [Line Items] | |
Debt face amount | 550,000 |
May 9, 2022 - $1,100,000 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Debt face amount | 1,100,000 |
May 16, 2022 - $450,000 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Debt face amount | 450,000 |
June 1, 2022 - $500,000 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Debt face amount | 500,000 |
June 30, 2022 - $922,028 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Debt face amount | 922,028 |
August 25, 2022 - $290,000 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Debt face amount | 290,000 |
November 15, 2022 - $450,000 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Debt face amount | 450,000 |
May 16, 2023 - $150,000 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Debt face amount | 150,000 |
May 18, 2023 - $50,000 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Debt face amount | 50,000 |
June 5, 2023 - $150,000 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Debt face amount | 150,000 |
June 20, 2023 - $50,000 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Debt face amount | 50,000 |
July 13, 2023 -$50,000 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Debt face amount | 50,000 |
August 1, 2023 - $190,000 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Debt face amount | 190,000 |
August 7, 2023 - $50,000 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Debt face amount | $ 50,000 |
SCHEDULE OF FUNDING COMMITMENT
SCHEDULE OF FUNDING COMMITMENT (Details) - Funding Commitment [Member] | Dec. 31, 2023 USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Total Funding Commitment | $ 340,000 |
June 20, 2023 - $50,000 [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Total Funding Commitment | 50,000 |
July 13, 2023 -$50,000 [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Total Funding Commitment | 50,000 |
August 1, 2023 - $190,000 [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Total Funding Commitment | 190,000 |
August 7, 2023 - $50,000 [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Total Funding Commitment | $ 50,000 |
SCHEDULE OF FUNDING COMMITMEN_2
SCHEDULE OF FUNDING COMMITMENT (Details) (Parenthetical) - Funding Commitment [Member] | Dec. 31, 2023 USD ($) |
June 20, 2023 - $50,000 [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Funding commitment amount | $ 50,000 |
July 13, 2023 -$50,000 [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Funding commitment amount | 50,000 |
August 1, 2023 - $190,000 [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Funding commitment amount | 190,000 |
August 7, 2023 - $50,000 [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Funding commitment amount | $ 50,000 |
NOTES PAYABLE TO SHAREHOLDER (D
NOTES PAYABLE TO SHAREHOLDER (Details Narrative) - USD ($) | 12 Months Ended | ||||||||||||||||||
Aug. 01, 2022 | Jun. 30, 2022 | Jun. 01, 2022 | May 18, 2022 | May 16, 2022 | May 08, 2022 | Feb. 11, 2022 | Dec. 06, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Jun. 05, 2023 | Jun. 03, 2023 | May 18, 2023 | May 16, 2023 | Nov. 15, 2022 | Aug. 25, 2022 | Jun. 19, 2022 | Jun. 17, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||||||||||||||||||
Interest expense | $ 897,287 | $ 348,017 | |||||||||||||||||
Funding Commitment [Member] | |||||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||||||||||
Funding commitment | 340,000 | ||||||||||||||||||
Funding Commitment [Member] | Chief Executive Officer [Member] | |||||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||||||||||
Debt interest rate | 10% | ||||||||||||||||||
Working capital | $ 1,000,000 | ||||||||||||||||||
Funding Commitment [Member] | Chief Executive Officer [Member] | Preferred Class B [Member] | |||||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||||||||||
Conversion price | $ 1.50 | ||||||||||||||||||
December 6, 2021 - $50,000 [Member] | |||||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||||||||||
Long-term debt | $ 50,000 | ||||||||||||||||||
Payments for loans | $ 4,303 | ||||||||||||||||||
Debt interest rate | 6% | ||||||||||||||||||
Debt instrument maturity date | May 01, 2023 | ||||||||||||||||||
February 11, 2022 - $150,000 [Member] | |||||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||||||||||
Long-term debt | $ 150,000 | ||||||||||||||||||
Payments for loans | $ 12,910 | ||||||||||||||||||
Debt interest rate | 6% | ||||||||||||||||||
Debt instrument maturity date | May 01, 2023 | ||||||||||||||||||
May 8, 2022 - $550,000 | |||||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||||||||||
Long-term debt | $ 550,000 | ||||||||||||||||||
Payments for loans | $ 47,337 | ||||||||||||||||||
Debt interest rate | 6% | ||||||||||||||||||
Debt instrument maturity date | May 01, 2023 | ||||||||||||||||||
Funding commitment | 550,000 | $ 550,000 | |||||||||||||||||
May 16, 2022 - $450,000 [Member] | |||||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||||||||||
Long-term debt | $ 1,100,000 | ||||||||||||||||||
Debt interest rate | 8.50% | ||||||||||||||||||
Debt instrument maturity date | May 16, 2023 | ||||||||||||||||||
May 18, 2022 $450,000 [Member] | |||||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||||||||||
Long-term debt | $ 450,000 | ||||||||||||||||||
Debt interest rate | 8.50% | ||||||||||||||||||
Debt instrument maturity date | May 18, 2023 | ||||||||||||||||||
June 1, 2022 - $500,000 [Member] | |||||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||||||||||
Long-term debt | $ 500,000 | ||||||||||||||||||
Payments for loans | $ 43,494 | ||||||||||||||||||
Debt interest rate | 8% | ||||||||||||||||||
Debt instrument maturity date | Jul. 01, 2023 | ||||||||||||||||||
June 30, 2022 - $922,028 [Member] | |||||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||||||||||
Long-term debt | $ 922,028 | ||||||||||||||||||
Payments for loans | $ 80,206 | ||||||||||||||||||
Debt interest rate | 8% | ||||||||||||||||||
Debt instrument maturity date | Aug. 01, 2023 | ||||||||||||||||||
August 25, 2022 - $290,000 [Member] | |||||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||||||||||
Long-term debt | $ 290,000 | ||||||||||||||||||
Debt interest rate | 10% | ||||||||||||||||||
November 15, 2022 - $450,000 [Member] | |||||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||||||||||
Long-term debt | $ 450,000 | ||||||||||||||||||
Debt interest rate | 10% | ||||||||||||||||||
May 16, 2023 - $150,000 [Member] | |||||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||||||||||
Long-term debt | $ 150,000 | ||||||||||||||||||
Debt interest rate | 10% | ||||||||||||||||||
May 18, 2023 - $50,000 [Member] | |||||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||||||||||
Long-term debt | $ 50,000 | ||||||||||||||||||
Debt interest rate | 10% | ||||||||||||||||||
June 5, 2023 - $150,000 [Member] | |||||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||||||||||
Long-term debt | $ 150,000 | ||||||||||||||||||
Debt interest rate | 10% | ||||||||||||||||||
Shareholder [Member] | Notes Payables[ Member] | |||||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||||||||||
Accrued interest | 508,524 | $ 132,938 | |||||||||||||||||
Interest expense | $ 375,586 |
SCHEDULE OF NOTES PAYABLE TO RE
SCHEDULE OF NOTES PAYABLE TO RELATED PARTIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 09, 2022 | May 31, 2022 | May 10, 2022 |
May 10, 2022 ($12,500) [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total notes payable to related parties (current) | $ 12,500 | $ 12,500 | $ 12,500 | ||
May 10, 2022 ($12,500) [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total notes payable to related parties (current) | 12,500 | 12,500 | 12,500 | ||
May 10, 2022 ($20,000) [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total notes payable to related parties (current) | 20,000 | 20,000 | $ 20,000 | ||
May 31, 2022 ($5,000) [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total notes payable to related parties (current) | 5,000 | 5,000 | $ 5,000 | ||
May 31, 2022 ($15,000) [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total notes payable to related parties (current) | 15,000 | 15,000 | $ 15,000 | ||
June 9, 2022 ($15,000) [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total notes payable to related parties (current) | 15,000 | 15,000 | $ 15,000 | ||
December 31, 2022 ($929,401) [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total notes payable to related parties (current) | 929,401 | ||||
Related Party [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total notes payable to related parties (current) | $ 80,000 | $ 1,247,011 |
SCHEDULE OF NOTES PAYABLE TO _3
SCHEDULE OF NOTES PAYABLE TO RELATED PARTIES (Details) (Parenthetical) - USD ($) | Dec. 31, 2023 | Jun. 01, 2023 |
May 10, 2022 ($12,500) [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Debt face amount | $ 12,500 | |
May 10, 2022 ($12,500) [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Debt face amount | 12,500 | |
May 10, 2022 ($20,000) [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Debt face amount | 20,000 | |
May 31, 2022 ($5,000) [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Debt face amount | 5,000 | |
May 31, 2022 ($15,000) [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Debt face amount | 15,000 | |
June 9, 2022 ($15,000) [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Debt face amount | 15,000 | |
December 31, 2022 ($929,401) [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Debt face amount | $ 929,401 | $ 929,401 |
NOTES PAYABLE TO RELATED PART_3
NOTES PAYABLE TO RELATED PARTIES (Details Narrative) - USD ($) | 12 Months Ended | |||||
Jun. 01, 2023 | Jun. 09, 2022 | May 31, 2022 | May 10, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Interest expense | $ 897,287 | $ 348,017 | ||||
May 10, 2022 ($12,500) [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Notes payable | $ 12,500 | 12,500 | 12,500 | |||
Debt interest rate | 10% | |||||
Debt instrument maturity date | May 10, 2023 | |||||
Debt face amount | 12,500 | |||||
May 10, 2022 ($12,500) [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Notes payable | $ 12,500 | 12,500 | 12,500 | |||
Debt interest rate | 10% | |||||
Debt instrument maturity date | May 10, 2023 | |||||
Debt face amount | 12,500 | |||||
May 10, 2022 ($20,000) [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Notes payable | $ 20,000 | 20,000 | 20,000 | |||
Debt interest rate | 10% | |||||
Debt instrument maturity date | May 10, 2023 | |||||
Debt face amount | 20,000 | |||||
May 31, 2022 ($5,000) [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Notes payable | $ 5,000 | 5,000 | 5,000 | |||
Debt interest rate | 10% | |||||
Debt instrument maturity date | May 31, 2023 | |||||
Debt face amount | 5,000 | |||||
May 31, 2022 ($15,000) [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Notes payable | $ 15,000 | 15,000 | 15,000 | |||
Debt interest rate | 10% | |||||
Debt instrument maturity date | May 31, 2023 | |||||
Debt face amount | 15,000 | |||||
June 9, 2022 ($15,000) [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Notes payable | $ 15,000 | 15,000 | 15,000 | |||
Debt interest rate | 10% | |||||
Debt instrument maturity date | May 10, 2023 | |||||
Debt face amount | 15,000 | |||||
December 31, 2022 ($929,401) [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Notes payable | $ 929,401 | |||||
Debt interest rate | 8% | |||||
Debt face amount | $ 929,401 | 929,401 | ||||
Vybe Labs [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Common stock shares sold | 5,000 | |||||
Shareholder One [Member] | Notes Payables One [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Accrued interest | 11,127 | $ 3,127 | ||||
Interest expense | $ 8,000 |
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) - USD ($) | 12 Months Ended | |||||
Oct. 23, 2023 | May 31, 2023 | Jun. 10, 2022 | May 10, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued | 3,977,497 | 3,929,834 | ||||
Common stock, shares outstanding | 3,977,497 | 3,929,834 | ||||
Number of shares issued for services | 47,000 | 684 | 36,000 | |||
Stock compensation expense | $ 141,020 | $ 1,117,782 | ||||
Preferred Class A [Member] | ||||||
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 | ||||
Class A Convertible Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 500,000 | |||||
Preferred stock, shares issued | 500,000 | 500,000 | ||||
Preferred stock, shares outstanding | 500,000 | 500,000 | ||||
Preferred stock, voting rights | The Class A Preferred Stock, when voting as a single class, has the votes of at least 60% of the voting power of the Company. | |||||
Class B Convertible Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares issued | 10,349,097 | |||||
Extinguishment convertible debt | $ 9,675,000 | |||||
Convertible debt including accumulated interest | $ 674,097 | |||||
Preferred stock liquidation price | $ 3 |
EQUITY BASED PAYMENTS (Details
EQUITY BASED PAYMENTS (Details Narrative) - shares | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Aug. 09, 2022 | Jan. 15, 2020 | |
2020 Stock Incentive Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Common stock reserved shares | 2,222 | |||
Options granted | 0 | 0 | ||
2022 Stock Option Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Common stock reserved shares | 833,333 | |||
Options granted | 0 | 0 | ||
2022 Restricted Stock Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Common stock reserved shares | 833,333 | |||
Options granted | 0 | 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 01, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Royalty payable | $ 1,114,403 | ||
Notes payable outstanding | 5,152,028 | 4,462,028 | |
Consulting fees | 1,515,065 | 1,647,787 | |
Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Consulting fees | 0 | 32,500 | |
Related Party [Member] | |||
Related Party Transaction [Line Items] | |||
Notes payable | 80,000 | 1,247,011 | |
Notes Payables[ Member] | Shareholder [Member] | |||
Related Party Transaction [Line Items] | |||
Notes payable outstanding | 5,152,028 | $ 4,462,028 | |
Notes Payables[ Member] | Related Party [Member] | |||
Related Party Transaction [Line Items] | |||
Notes payable | $ 80,000 | ||
Limitless Performance Inc [Member] | |||
Related Party Transaction [Line Items] | |||
Royalty payables percentage | 4% |
SCHEDULE OF LEASE COST (Details
SCHEDULE OF LEASE COST (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease expense | $ 138,108 | |
Total lease expense | $ 138,108 |
SCHEDULE OF OTHER INFORMATION R
SCHEDULE OF OTHER INFORMATION RELATED TO LEASES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating cash flows from operating leases | $ 137,138 | |
Cash paid for amounts included in the measurement of lease liabilities | $ 137,138 | |
Weighted average discount rate Operating leases | 3% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 160,379 | $ 204,527 |