Forward-Looking Statements and Associated Risks.

This Form 10-Q contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as "may," "expect," "believe," "anticipate," "estimate," "continue" or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; and failure to successfully develop business relationships.





INTRODUCTION

As previously reported on a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2022, the registrant, Bio Lab Naturals, Inc. ("Bio Lab"), entered into a Share Exchange Agreement (the "Agreement") with Limitless X, Inc., a Nevada corporation ("LimitlessX"), and its 11 shareholders (the "LimitlessX Acquisition") on May 11, 2022 (the "Merger"). The parties completed and closed the LimitlessX Acquisition on May 20, 2022 by issuing an aggregate of 97,000,000 shares to the LimitlessX shareholders (the "Closing"). According to the terms of the Agreement, Bio Lab is obligated to issue an additional 9,000,000 shares of common stock to the LimitlessX shareholders pro rata to their interests in approximately six months from Closing as part of the Limitless 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 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. ("we," "us," or "our").

The Merger was accounted for as a "reverse merger" following the completion of the transaction. For accounting purposes, LimitlessX was deemed to be the accounting acquirer in the transaction and, consequently, the transaction was treated as a recapitalization of Bio Lab. Accordingly, LimitlessX's assets, liabilities, and results of operations became the historical financial statements of the registrant.





RESULTS OF OPERATION

For the Three Months Ended September 30, 2022 Compared to Three Months Ended June 30, 2022

We were incorporated in the State of Nevada on September 27, 2021. Consequently, we did not have any activity for the six and three months ended September 30, 2021.

Our net sales increased by 92.6% to $21.5 million for the three months ended September 30, 2022 as compared to $11.2 million for the three months ended June 30, 2022. Sales increase was due to a shift in our marketing strategies, including strategic advertisement placements with celebrities and more effective product placement.

Gross profit for the three months ended September 30, 2022 was $18.4 million compared to $9.2 million for the three months ended June 30, 2022. The increase in gross profit of $9.2 million was due to a shift in our marketing strategies, including strategic advertisement placements with celebrities and more effective product placement.

During the three months ended September 30, 2022, we recognized $21.2 million in operating expenses compared to $15.4 million for the three months ended June 30, 2022. The increase of $5.8 million was primarily from advertising and marketing, transaction fees, and merchant fees.

LIQUIDITY AND CAPITAL RESOURCES





Operating Activities

During the nine months ended September 30, 2022, net cash used in operating activities was $6,761,913. The cash used in operating activities was primary due to net loss and timing of settlement of assets and liabilities including stock compensation expenses.





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Investing Activities

Net cash provided by investing activities for the nine months ended September 30, 2022 was $28,397. During the nine months ended September 30, 2022, $28,397 was provided by proceeds from the disposition of an asset.





Financing Activities

Net cash provided by financing activities for the nine months ended September 30, 2022 was $7,574,638. This amount was incurred by increased borrowings from related parties, shareholders, and investors and proceeds from issuance of common stock.

Off Balance Sheet Arrangements

None.

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