v3.25.1
Related Party Transactions
 6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
Related Party Transactions

Note 10 – Related Party Transactions

 

Consulting Fees

 

During the three and six months ended June 30, 2023, the Company incurred consulting fees in the amount of $3,000 and $10,000, respectively, to an officer and an officer of one of its affiliates. This compares to $32,500 and $32,500 for the three and six months ended June 30, 2022, respectively.

 

Royalty Payables

 

Limitless Performance Inc. (“LPI”), SMILZ INC. (“Smiles”), DIVATRIM INC. (“Divatrim”), and AMAROSE INC. (“Amarose”) are all companies at least 50% owned by a shareholder of the Company.

 

  ● On December 1, 2021, the Company entered into a manufacturing and distributorship license agreement with LPI for the Company to distribute LPI products and for payments to LPI for its product designs and distribution rights. The Company shall pay to LPI from time to time royalty payments equal to 4.00% of gross sales, excluding returns, chargebacks, and other such allowances.
     
  ● On December 1, 2021, the Company entered into a manufacturing and distributorship license agreement with Smiles for the Company to distribute Smiles products and for payments to Smiles for its product designs and distribution rights. The Company shall pay to Smiles from time to time royalty payments equal to 4.00% of gross sales, excluding returns, chargebacks, and other such allowances.
     
  ● On December 1, 2021, the Company entered into a manufacturing and distributorship license agreement with Divatrim for the Company to distribute Divatrim products and for payments to Smiles for its product designs and distribution rights. The Company shall pay to Divatrim from time to time royalty payments equal to 4.00% of gross sales, excluding returns, chargebacks, and other such allowances.
     
  ● On December 1, 2021, the Company entered into a manufacturing and distributorship license agreement with Amarose for the Company to distribute Amarose products and for payments to Smiles for its product designs and distribution rights. The Company shall pay to Amarose from time to time royalty payments equal to 4.00% of gross sales, excluding returns, chargebacks, and other such allowances.

 

The Company was required to start paying all earned royalties to LPI, Smiles, Divatrim, and Amarose beginning on June 15, 2022. As of June 30, 2023 and December 31, 2022, the royalty payable is in the amount of $1,494,228 and $1,114,403, respectively.

 

Note payables to shareholder

 

   June 30,   December 31, 
   2023   2022 
         
December 6, 2021 ($50,000)  $50,000   $50,000 
February 11, 2022 ($150,000)   150,000    150,000 
May 8, 2022 ($550,000)   550,000    550,000 
May 9, 2022 ($1,100,000)   1,100,000    1,100,000 
May 16, 2022 ($450,000)   450,000    450,000 
June 1, 2022 ($500,000)   500,000    500,000 
June 30, 2022 ($922,028)   922,028    922,028 
August 25, 2022 ($290,000)   290,000    290,000 
November 15, 2022 ($450,000)   450,000    450,000 
May 16, 2023 ($150,000)   150,000    - 
May 18, 2023 ($50,000)   50,000    - 
June 5, 2023 ($150,000   150,000    - 
June 20, 2023 ($50,000)   50,000    - 
Total loan payables to shareholder (current)  $4,862,028   $4,462,028 

 

 

December 6, 2021 – $50,000

 

On December 6, 2021, the Company executed loan documents for securing a loan of $50,000 from a shareholder. As of June 30, 2023 and December 31, 2022, the balance was $50,000 and $50,000, respectively. Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $50,000, with proceeds to be used for working capital purposes. Beginning on June 1, 2022, the loan requires a payment of $4,303 per month which includes principal and interest with an interest rate of 6%. The total balance of principal and interest of $51,640 is due on May 1, 2023.

 

February 11, 2022 – $150,000

 

On February 11, 2022, the Company executed loan documents for securing a loan of $150,000 from a shareholder. As of June 30, 2023 and December 31, 2022, the balance was $150,000 and $150,000, respectively. Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $150,000, with proceeds to be used for working capital purposes. Beginning on June 1, 2022, the loan requires a payment of $12,910 per month which includes principal and interest with an interest rate of 6%. The total balance of principal and interest of $154,920 is due on May 1, 2023.

 

May 8, 2022 – $550,000

 

On May 8, 2022, the Company executed loan documents for securing a loan of $550,000 from a shareholder. As of June 30, 2023 and December 31, 2022, the balance was $550,000 and $550,000, respectively. Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $550,000, with proceeds to be used for working capital purposes. Beginning on June 1, 2022, the loan requires a payment of $47,337 per month which includes principal and interest with an interest rate of 6%. The total balance of principal and interest of $568,038 is due on May 1, 2023.

 

May 16, 2022 – $1,100,000

 

On May 16, 2022, the Company executed loan documents for securing a loan of $1,100,000 from a shareholder. As of June 30, 2023 and December 31, 2022, the balance was $1,100,000 and $1,100,000, respectively. Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $1,100,000, with proceeds to be used for working capital purposes. Interest began accruing at the rate of 8.5% on June 17, 2022.

 

May 18, 2022 – $450,000

 

On May 18, 2022, the Company executed loan documents for securing a loan of $450,000 from a shareholder. As of June 30, 2023 and December 31, 2022, the balance was $450,000 and $450,000, respectively. Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $450,000, with proceeds to be used for working capital purposes. Interest began accruing at the rate of 8.5% on June 19, 2022.

 

 

June 1, 2022 – $500,000

 

On June 1, 2022, the Company executed loan documents for securing a loan of $500,000 from a shareholder. As of June 30, 2023 and December 31, 2022, the balance was $500,000 and $500,000, respectively. Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $500,000, with proceeds to be used for working capital purposes. Beginning on August 1, 2022, the loan requires a payment of $43,494 per month which includes principal and interest with an interest rate of 8%. The total balance of principal and interest of $521,931 is due on July 1, 2023.

 

June 30, 2022 – $922,028

 

On June 30, 2022, the Company executed loan documents for securing a loan of $922,028 from a shareholder. As of June 30, 2023 and December 31, 2022, the balance was $922,028 and $922,028, respectively. Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $922,028, with proceeds to be used for working capital purposes. Beginning on August 1, 2022, the loan requires a payment of $80,206 per month which includes principal and interest with an interest rate of 8%. The total balance of principal and interest of $962,469 is due on August 1, 2023.

 

August 25, 2022 – $290,000

 

On August 25, 2022, the Company executed standard loan documents for securing a loan of $290,000 from a shareholder due on demand. As of June 30, 2023 and December 31, 2022, the balance was $290,000 and $290,000, respectively. Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $290,000 to be used for working capital purposes and with an interest rate of 10%.

 

November 15, 2022 – $450,000

 

On November 15, 2022, the Company executed loan documents for securing a loan of $450,000 from a shareholder due on demand. As of June 30, 2023 and December 31, 2022, the balance was $450,000 and $450,000, respectively. Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $450,000 to be used for working capital purposes and with an interest rate of 10%.

 

May 16, 2023 – $150,000

 

On May 16, 2023, the Company executed loan documents for securing a loan of $150,000 from a shareholder due on demand. As of June 30, 2023, the balance was $150,000. Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $150,000 to be used for working capital purposes and with an interest rate of 10%.

 

May 18, 2023 – $50,000

 

On May 18, 2023, the Company executed loan documents for securing a loan of $50,000 from a shareholder due on demand. As of June 30, 2023, the balance was $50,000. Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $50,000 to be used for working capital purposes and with an interest rate of 10%.

 

June 5, 2023 – $150,000

 

On June 5, 2023, the Company executed loan documents for securing a loan of $150,000 from a shareholder due on demand. As of June 30, 2023, the balance was $150,000. Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $150,000 to be used for working capital purposes and with an interest rate of 10%.

 

 

June 20, 2023 – $50,000

 

On June 20, 2023, the Company executed loan documents for securing a loan of $50,000 from a shareholder due on demand. As of June 30, 2023, the balance was $50,000. Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $150,000 to be used for working capital purposes and with an interest rate of 10%.

 

Note payables to related parties

 

   June 30,   December 31, 
   2023   2022 
         
April 1, 2022 ($237,610)  $-   $237,610 
May 10, 2022 ($12,500)   12,500    12,500 
May 10, 2022 ($12,500)   12,500    12,500 
May 10, 2022 ($20,000)   20,000    20,000 
May 31, 2022 ($5,000)   5,000    5,000 
May 31, 2022 ($15,000)   15,000    15,000 
June 9, 2022 ($15,000)   15,000    15,000 
December 31, 2022 ($929,401)   -    929,401 
June 30, 2023 ($89,400)   89,400    - 
           
Total note payables to related parties (current)  $169,400   $1,247,011 

 

April 1, 2022 – $237,610

 

On April 1, 2022, Limitless X executed loan documents for securing a loan of $237,610 from Emblaze One, a company owned by a shareholder. As of June 30, 2023 and December 31, 2022, the balance was $0 and $237,610, respectively.

 

Pursuant to that certain Loan Authorization and Agreement, Limitless X borrowed an aggregate principal amount of $237,610, with proceeds to be used for working capital purposes. Beginning on September 1, 2022, the loan requires a payment of $20,669 per month which includes principal and interest with an interest rate of 8%. The total balance of principal and interest of $248,032 is due on August 1, 2023.

 

On June 1, 2023, the Company entered into an Agreement for Purchase and Sale of Stock with Emblaze One, Inc., a Nevada corporation, wherein the Company sold all 5,000 of its shares of common stock of its wholly owned subsidiary, Vybe Labs, Inc., a Delaware corporation as full payment and settlement of a debt in the in the principal amount of $237,610 owed by the Company to Emblaze.

 

May 10, 2022 - $12,500

 

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

 

May 10, 2022 - $12,500

 

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

 

 

May 10, 2022 - $20,000

 

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

 

May 31, 2022 - $5,000

 

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

 

May 31, 2022 - $15,000

 

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

 

June 9, 2022 - $15,000

 

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

 

December 31, 2022 - $929,401

 

On December 31, 2022, the Company executed loan documents for securing a loan of $929,401 from Emblaze One, a company owned by a shareholder. As of June 30, 2023 and December 31, 2022, the balance was $0 and $929,401, respectively.

 

Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $929,401 with an interest rate of 8% to be used for working capital purposes due on December 1, 2023.

 

On June 1, 2023, the Company entered into an Agreement for Purchase and Sale of Stock with Emblaze One, Inc., a Nevada corporation, wherein the Company sold all 5,000 of its shares of common stock of its wholly owned subsidiary, Vybe Labs, Inc., a Delaware corporation as full payment and settlement of a debt in the in the principal amount of $237,610 owed by the Company to Emblaze.

 

June 30, 2023 - $89,400

 

On June 30, 2023, the Company executed loan documents for securing a loan of $89,400 from Emblaze One, a company owned by a shareholder a shareholder due on demand. As of June 30, 2023, the balance was $89,400.

 

Pursuant to that certain Loan Authorization and Agreement, the Company borrowed an aggregate principal amount of $89,400 with an interest rate of 10% due on demand.