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 eleven shareholders (the “LimitlessX Acquisition”). The parties completed and closed the LimitlessX Acquisition on May 20, 2022 by issuing an aggregate of 3,233,334 shares of common stock of Bio Lab to the LimitlessX shareholders (the “Acquisition Closing”). According to the terms of the Share Exchange Agreement, Bio Lab then issued an additional 300,000 shares of common stock to the LimitlessX shareholders pro rata to their interests approximately nine months from the Acquisition Closing as part of the LimitlessX Acquisition. Concurrently with the LimitlessX Acquisition, Jaspreet Mathur, the founder and principal shareholder of LimitlessX, also purchased from Helion Holdings LLC, 500,000 shares of Bio Lab’s Class A Preferred Convertible Stock, which at all times have a number of votes equal to 60% of all of the issued and outstanding shares of common stock of Bio Lab.

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 Delaware corporation building a diversified ecosystem across health, wellness, entertainment, and media-driven brand development. As of June 1, 2026, the Company conducts business through four wholly owned subsidiaries: Limitless X, Inc., Limitless Films, Inc., Limitless Entertainment Group, Inc., and BodyCor, Inc.

Through Limitless X, Inc., the Company operates a direct-to-consumer e-commerce platform supporting a portfolio of health, wellness, and consumer packaged goods. Online sales are conducted through the Company’s owned and operated e-commerce platform, and order management, shipping, and logistics are coordinated internally through third-party technology tools. The Company’s current primary focus remains direct-to-consumer product sales, with larger-scale offline distribution and centralized warehousing not yet implemented.

For the periods presented, the Company’s net revenue consisted of product sales. The Company’s current business activities include direct-to-consumer sales of dietary supplements and consumer packaged goods; film and television development, packaging, financing and monetization; professional boxing and combat sports initiatives; and technology-enabled wellness initiatives, including AI-assisted digital wellness tools and the integration of DING under BodyCor.