Form 10-Q Limitless X Holdings For: Jun 30
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Mark One)
For
the quarterly period ended
For the transition period from __________ to ___________
Commission
file number:
(Exact name of registrant as specified in its charter)
| (State of Incorporation) | (IRS Employer ID Number) |
(Address of Principal Executive Offices)
(Registrant’s Telephone number)
7400 E. Crestline Circle, Suite 130, Greenwood Village, CO 80111
(720) 273-0433
__________________________________
(Former Address and Telephone Number phone of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.
| ☒ | No | ☐ |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 for Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| ☒ | No | ☐ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company | |||
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes | ☐ | No |
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of August 12, 2022, there were
TABLE OF CONTENTS
i
LIMITLESS X HOLDINGS INC.
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
LIMITLESS X HOLDINGS INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2022 | December 31, 2021 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivables, net of allowance for doubtful accounts of $ | ||||||||
| Holdback receivables | ||||||||
| Prepaid | ||||||||
| Inventories, net | ||||||||
| Total current assets | ||||||||
| Non-Current Assets: | ||||||||
| Operating lease right-of-use asset, net | ||||||||
| Equipment, net | ||||||||
| Other assets | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Current portion of operating lease liabilities | ||||||||
| Royalty payable | ||||||||
| Refunds payable | ||||||||
| Chargebacks payable | ||||||||
| Income tax payable | ||||||||
| Note payable | ||||||||
| Current portion of loan payables to shareholder | ||||||||
| Current portion of note payables to related parties | ||||||||
| Total current liabilities | ||||||||
| Loan payables to shareholder, less current portion | ||||||||
| Note payables to related parties, less current portion | ||||||||
| Operating lease liabilities, less current portion | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ Equity | ||||||||
| Preferred Stock - $ | ||||||||
| Common Stock- $ | ||||||||
| Additional paid-in-capital | ||||||||
| Retained earnings | ( | ) | ||||||
| Total stockholders’ equity | ( | ) | ||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
LIMITLESS X HOLDINGS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| For the three months | For the six months | |||||||
| ended June 30, | ended June 30, | |||||||
| 2022 | 2022 | |||||||
| Sales | ||||||||
| Net sales | $ | $ | ||||||
| Rentals | ||||||||
| Total net sales | ||||||||
| Cost of sales | ||||||||
| Cost of sales | ||||||||
| Cost of sales - other | ||||||||
| Depreciation | ||||||||
| Total cost of sales | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| General and administrative | ||||||||
| Advertising and marketing | ||||||||
| Stock compensation for services | ||||||||
| Royalty fees | ||||||||
| Professional fees | ||||||||
| General and administrative expenses - other | ||||||||
| Consulting fees, related party | ||||||||
| Rent | ||||||||
| Payroll and payroll taxes | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Other income | ||||||||
| Gain on disposal of assets | ||||||||
| Total other income (expense), net | ||||||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| Income tax provision | ( | ) | ||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| $ | ( | ) | $ | ( | ) | |||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
LIMITLESS X HOLDINGS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
| Common Stock | Additional | Total | ||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Issuable | Pain-In | Retained | Stockholder’s | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Earnings | Equity | ||||||||||||||||||||||||||||
| Balance at March 31, 2022 (unaudited) | $ | | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Issuance of common stock | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Issuance of common stock for services | - | |||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance at June 30, 2022 (unaudited) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||
| Common Stock | Additional | Total | ||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Issuable | Pain-In | Retained | Stockholder’s | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Earnings | Equity | ||||||||||||||||||||||||||||
| Balance at December 31, 2021 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Issuance of common stock | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Issuance of common stock for services | - | |||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance at June 30, 2022 (unaudited) | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
LIMITLESS X HOLDINGS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the six months | ||||
| ended June 30, | ||||
| 2022 | ||||
| Cash flows from operating activities: | ||||
| Net loss | $ | ( | ) | |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||
| Depreciation | ||||
| Common stock issued for professional fees | ||||
| Changes in assets and liabilities: | ||||
| Accounts receivables, net | ||||
| Holdback receivables | ( | ) | ||
| Inventories, net | ( | ) | ||
| Other assets | ( | ) | ||
| Accounts payable and accrued expenses | ||||
| Refunds payable | ||||
| Royalty payable | ||||
| Chargebacks payable | ||||
| Net cash used in operating activities | ( | ) | ||
| Cash flows from investing activities: | ||||
| Proceeds from disposition of asset | ||||
| Net cash provided by financing activities | ||||
| Cash flows from financing activities: | ||||
| Proceeds from borrowings from related parties | ||||
| Proceeds from borrowings from shareholder | ||||
| Proceeds from borrowing | ||||
| Proceeds from issuance of common stock | ||||
| Net cash provided by financing activities | ||||
| Net increase in cash | ||||
| Cash – beginning of period | ||||
| Cash – end of period | $ | |||
| Supplemental disclosures of cash flow information | ||||
| Cash paid during the periods for: | ||||
| Interest | $ | |||
| Income taxes | $ | |||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
LIMITLESS X HOLDINGS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Organization and History
Vyta Corp (the “Vvta”) was incorporated in Nevada in June 1996. On August 20, 2010, Vvta changed its state of incorporation to Delaware and on November 5, 2010 changed its name to Bio Lab Naturals, Inc. (“Bio Lab”).
Effective
December 31, 2019, Bio Lab entered into a Reorganization Agreement with Prime Time Live, Inc. (“PTL”), a Colorado corporation,
whereby PTL merged with a newly formed wholly owned subsidiary of Bio Lab, with the subsidiary being the survivor, in exchange for the
Bio Lab issuing one share of its common stock for each share of PTL’s
As previously reported on a Current Report on
Form 8-K filed with the Securities and Exchange Commission on May 13, 2022, 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
On June 10, 2022, Bio Lab changed its name to Limitless X Holdings, Inc. (“Limitless”).
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. No step-up in basis or intangible assets or goodwill was recorded in this transaction.
Limitless is a lifestyle brand, focused in the health and wellness industry. Limitless provides nutritional supplements, cutting edge wellness studies, and interactive training videos. The mission of Limitless is to provide businesses within its industry a turnkey solution to sell products both online and in retail stores. Limitless also provides its own groundbreaking products and wellness videos that fit nearly every person regardless of age or current health conditions. Limitless teams includes sales, marketing, user interface design (UI), user experience design (UX), fulfillment, customer support, labeling, product manufacturing, consulting, retailing, and payment processing, among others.
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., and Prime Time Live, Inc. (collectively, the “Company”). All intercompany balances have been eliminated during consolidation.
Use of Estimates in the Preparation of Consolidated Condensed Financial Statements
The preparation of consolidated condensed 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.
5
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 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
The Company uses a third-party payment processor for its customers. When such customers make a purchase, payments are delivered directly to the third-party payment processor and the net amount is distributed to the Company.
Distributions from the third-party payment processor 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
Inventories, net
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 $
Equipment
Equipment is recorded at cost and consists of
screen video and related equipment. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance,
and repairs are charged to expense as incurred. When 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 equipment is over the estimated useful life of
| June 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Machinery and equipment | $ | $ | ||||||
| Total | ||||||||
| Less: accumulated depreciation | ( | ) | ||||||
| Total equipment, net | $ | $ | ||||||
Depreciation expense for the three and six months
ended June 30, 2022 was $
During the six months ended June 30, 2022, the
Company reported a loss of $
6
Revenue Recognition
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. 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.
Cost of Goods Sold
Cost of goods sold includes the cost of inventory sold during the period net of allowances, as well as, 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
As of June 30, 2022 and December 31, 2021, refunds
payable were $
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 June 30, 2022 and December 31, 2021, chargebacks
payable were $
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
7
Goodwill
In accordance with GAAP, goodwill cannot be amortized, however, it must be tested annually for impairment. This impairment test is calculated at the reporting unit level. The goodwill impairment test has two steps. The first identifies potential impairments by comparing the fair value of a reporting unit with its book value, including goodwill. If the fair value of the reporting unit exceeds the carrying amount, goodwill is not impaired and the second step is not necessary. If the carrying value exceeds the fair value, the second step calculates the possible impairment loss by comparing the implied fair value of goodwill with the carrying amount. If the implied goodwill is less than the carrying amount, a write-down is recorded. Management tests goodwill each year for impairment, or when facts or circumstances indicate impairment has occurred. See Note 4 – Fair Value Measurements.
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 are computed using the weighted average number of shares outstanding during the fiscal year. The Company did not have any dilutive common shares for the three and six months ended June 30, 2022.
Equity Based Payments
The Company recognizes compensation cost for equity-based awards based on estimated fair value of the award and records capitalized cost or compensation expense over the requisite service period.
Concentrations of Credit 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 un-collectible accounts and, as a consequence, believes that its accounts receivable related credit risk exposure beyond such allowance is limited.
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 lease agreement with lease and non-lease components, which are accounted for as a single lease component.
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 is currently evaluating the effects adoption of this guidance will have on the financial statements and does not expect that the adoption of this ASU will be material to its financial statements.
8
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 Company’s financial instruments consisted of cash, operating lease right-of-use assets, net, accounts payable and accrued expenses, notes payables, and operating lease liabilities. The estimated fair value of cash, operating lease right-of-use assets, net, and operating lease liabilities approximate its carrying amount due to the short maturity of these instruments.
Note 4 – 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 our 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. Our variable lease payments primarily consist of maintenance and other operating expenses from our 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. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we 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:
| For the six months ended June 30, | 2022 | |||
| Operating lease expense | $ | |||
| Total lease expense | $ | |||
In accordance with ASC 842, other information related to leases was as follows:
| For the six months ended June 30, | 2022 | |||
| Operating cash flows from operating leases | $ | |||
| Cash paid for amounts included in the measurement of lease liabilities | $ | |||
| Weighted-average remaining lease term—operating leases | ||||
| Weighted-average discount rate—operating leases | % | |||
9
In accordance with ASC 842, maturities of operating lease liabilities as of June 30, 2022 were as follows:
| Operating | ||||
| Year ending: | Lease | |||
| 2022 (remaining six months) | $ | |||
| 2023 | ||||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| Total undiscounted cash flows | $ | |||
| Reconciliation of lease liabilities: | ||||
| Weighted-average remaining lease terms | | |||
| Weighted-average discount rate | % | |||
| Present values | $ | |||
| Lease liabilities—current | ||||
| Lease liabilities—long-term | ||||
| Lease liabilities—total | $ | |||
| Difference between undiscounted and discounted cash flows | $ | |||
Contingencies
From time to time, the Company may be involved in certain legal actions and claims arising in the normal course of business. Management is of the opinion that such matters will be resolved without material effect on the Company’s financial condition or results of operations.
Note 5 – Debt
Note payable
| June 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| March 1, 2021 ($35,000) | $ | $ | ||||||
| Total note payable | ||||||||
| Less - current portion | ( | ) | ||||||
| Total note payable, less current portion | $ | $ | ||||||
The following table provides future minimum payments as of June 30, 2022:
| For the years ended | Amount | |||
| 2022 (remaining six months) | $ | |||
| 2023 | ||||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| Thereafter | ||||
| Total | $ | |||
March 1, 2021 – $
On March 1, 2021, an individual loaned Prime Time
Live, Inc. $
10
Note 6 – Stockholders’ Equity
Preferred Stock
Class A Convertible
At June 30, 2022 and December 31, 2021, there
are a total of
Common Stock
The Company’s common stock at June 30, 2022
consists of
Common Stock and Recapitalization
As a result of reverse merger and LimitlessX being the acquirer, the Company retrospectively restated its common stock as if the transaction occurred beginning of the period. The following is the reconciliation of retrospectively restated common stock:
| December 31, 2021 | ||||||||||||
| Issued | Issuable | Total | ||||||||||
| Common stock – Limitless X Inc. – as original | ||||||||||||
| Common stock split ( | ||||||||||||
| Common stock issuable (additional stock split) – Limitless X Inc. | ||||||||||||
| Common stock (Bio Lab) – prior to reverse merger | ||||||||||||
| Total as of December 31, 2021 – as retrospectively restated | ||||||||||||
Note 7 – 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.
2020 Stock Incentive Plan
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
Note 8 – Related Party Transactions
Consulting Fees
During the three and six months ended June 30,
2022, the Company incurred consulting fees in the amount of $
11
Royalty Payables
Limitless Performance Inc. (“LPI”), SMILZ INC. (“Smiles”), DIVATRIM INC. (“Divatrim”), and AMAROSE INC. (“Amarose”) are all companies 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 |
| ● | 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 |
| ● | 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 |
| ● | 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 |
Effective April 1, 2022, the Company shall pay all earned royalties
to LPI, Smiles, Divatrim, and Amarose beginning on June 15, 2022. As of June 30, 2022, the royalty payable is in the amount of $
Note payables to shareholder
| June 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| December 6, 2021 ($50,000) | $ | $ | ||||||
| February 11, 2022 ($150,000) | ||||||||
| May 8, 2022 ($550,000) | ||||||||
| May 9, 2022 ($1,100,000) | ||||||||
| May 16, 2022 ($450,000) | ||||||||
| June 1, 2022 ($500,000) | ||||||||
| June 30, 2022 ($922,028) | ||||||||
| Total loan payables to shareholder | ||||||||
| Less - current portion | ( | ) | ( | ) | ||||
| Total loan payables to shareholder, less current portion | $ | $ | ||||||
The following table provides future minimum payments as of June 30, 2022:
| For the years ended | Amount | |||
| 2022 (remaining six months) | $ | |||
| 2023 | ||||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| Thereafter | ||||
| Total | $ | |||
December 6, 2021 – $50,000
On December 6, 2021, Limitless X Inc. (“Limitless X”) executed
the standard loan documents required for securing a loan of $
Pursuant to that certain Loan Authorization and Agreement, Limitless
X borrowed an aggregate principal amount of $
February 11, 2022 – $150,000
On February 11, 2022, Limitless X executed standard loan documents
required for securing a loan of $
12
Pursuant to that certain Loan Authorization and Agreement, Limitless
X borrowed an aggregate principal amount of $
May 8, 2022 – $550,000
On May 8, 2022, Limitless X executed standard loan documents required
for securing a loan of $
Pursuant to that certain Loan Authorization and Agreement, Limitless
X borrowed an aggregate principal amount of $
May 16, 2022 – $1,100,000
On May 16, 2022, Limitless X executed standard loan documents required
for securing a loan of $
Pursuant to that certain Loan Authorization and Agreement, Limitless
X borrowed an aggregate principal amount of $
May 18, 2022 – $450,000
On May 8, 2022, Limitless X executed standard loan documents required
for securing a loan of $
Pursuant to that certain Loan Authorization and Agreement, Limitless
X borrowed an aggregate principal amount of $
June 1, 2022 – $500,000
On June 1, 2022, Limitless X executed standard loan documents required
for securing a loan of $
Pursuant to that certain Loan Authorization and Agreement, Limitless
X borrowed an aggregate principal amount of $
June 30, 2022 – $922,028
On June 30, 2022, Limitless X executed standard loan documents required
for securing a loan of $
Pursuant to that certain Loan Authorization and Agreement, Limitless
X borrowed an aggregate principal amount of $
Note payables to related parties
| June 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| April 1, 2022 ($237,610) | $ | $ | ||||||
| May 10, 2022 ($12,500) | ||||||||
| May 10, 2022 ($12,500) | ||||||||
| May 10, 2022 ($20,000) | ||||||||
| May 31, 2022 ($5,000) | ||||||||
| May 31, 2022 ($15,000) | ||||||||
| June 9, 2022 ($15,000) | ||||||||
| Total note payables to related parties | ||||||||
| Less - current portion | ( | ) | ||||||
| Total note payables to related parties, less current portion | $ | $ | ||||||
13
The following table provides future minimum payments as of June 30, 2022:
| For the years ended | Amount | |||
| 2022 (remaining six months) | $ | |||
| 2023 | ||||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| Thereafter | ||||
| Total | $ | |||
April 1, 2022 – $237,610
On April 1, 2022, Limitless X executed standard loan documents required
for securing a loan of $
Pursuant to that certain Loan Authorization and Agreement, Limitless
X borrowed an aggregate principal amount of $
May 10, 2022 ($12,500)
On May 10, 2022, a related party of the Company
loaned Prime Time Live, Inc. $
May 10, 2022 ($12,500)
On May 10, 2022, a related party of the Company
loaned Prime Time Live, Inc. $
May 10, 2022 ($20,000)
On May 10, 2022, a related party of the Company
loaned Prime Time Live, Inc. $
May 31, 2022 ($5,000)
On May 31, 2022, a related party of the Company
loaned Prime Time Live, Inc. $
May 31, 2022 ($15,000)
On May 31, 2022, a related party of the Company
loaned Prime Time Live, Inc. $
June 9, 2022 ($15,000)
On May 10, 2022, a related party of the Company
loaned Prime Time Live, Inc. $
14
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
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; technological advances, 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.
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 June 30, 2022 Compared to the Three Months Ended March 31, 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 June 30, 2021.
Our sales increased by 60.8% to $5.0 million for the three months ended June 30, 2022 as compared to $8.3 million for the three months ended March 31, 2022. Sales increase was due to increase in operating activity and marketing.
Gross profit for the three months ended June 30, 2022 was $8.7 million compared to $6.1 million for the three months ended March 31, 2022. The increase in gross profit of $2.6 million was due to increase in operating activity and marketing.
During the three months ended June 30, 2022, we recognized $14.9 million in operating expenses compared to $5.8 million for the three months ended March 31, 2022. The increase of $9.0 million was primarily from advertising and market and stock compensation for services.
15
LIQUIDITY AND CAPITAL RESOURCES
Operating Activities
During the six months ended June 30, 2022, net cash used in operating activities was $4,349,511. The cash used in operating activities was primary due to net loss and timing of settlement of assets and liabilities including stock compensation expenses.
Investing Activities
Net cash provided by investing activities for the six months ended June 30, 2022 was $28,397. During the six months ended June 30, 2022, $28,397 was provided by proceeds from the disposition of an asset.
Financing Activities
Net cash provided by financing activities for the six months ended June 30, 2022 was $6,024,638. This amount was incurred by increased borrowings from related parties and shareholders and proceeds from issuance of common stock.
Off Balance Sheet Arrangements
None.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.
Management has carried out an evaluation of the effectiveness of the design and operation of our Company’s disclosure controls and procedures. [Based on the evaluation, our Chief Executive Officer and President and Chief Financial Officer concluded that our disclosure controls and procedures [are operating effectively] [have certain deficiencies].
Changes in Internal Control Over Financial Reporting
We recently hired a new Chief Financial Officer and have new management. We anticipate that our management, including our Chief Financial Officer, and our independent registered public accounting firm, will discuss the status of our financial controls and procedures and determine what changes are necessary to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with U.S. GAAP. We anticipate that a number of changes in our financial controls and procedures will be made in the ensuing periods.
16
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
Our Current Report on Form 8-K, filed with the SEC, on May 26, 2022, describes important risk factors that could cause our business, financial condition, results of operations, and growth prospects to differ materially from those indicated or suggested by forward-looking statements made in this Quarterly Report on Form 10-Q or presented elsewhere by management from time to time. There have been no material changes in the risk factors that appear in our Current Report on Form 8-K. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURE
Not Applicable.
ITEM 5. OTHER INFORMATION
Not Applicable.
17
ITEM 6. EXHIBITS
Exhibits. The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.
| 31.1 | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934 | |
| 31.2 | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934 | |
| 32.1 | Certification of Chief Executive Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2 | ||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as an Inline XBRL document and included in Exhibit 101) |
18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| LIMITLESS X HOLDINGS INC. | ||
| (Registrant) | ||
| Dated: August 15, 2022 | By: | /s/ Jaspreet Mathur |
| Jaspreet Mathur | ||
| (Chief Executive Officer, Principal Executive | ||
| Officer) | ||
| Dated: August 15, 2022 | By: | /s/ Benjamin Chung |
| Benjamin Chung | ||
| (Chief Financial Officer, Principal Accounting | ||
| Officer) | ||
19
EXHIBIT 31.1
CERTIFICATION OF PERIODIC REPORT
I, Jaspreet Mathur, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Limitless X Holdings Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s 4th quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 15, 2022
| /s/ Jaspreet Mathur | |
| Jaspreet Mathur | |
| (Chief Executive Officer and Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF PERIODIC REPORT
I, Benjamin Chung, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Limitless X Holdings Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s 4th quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 15, 2022
| /s/ Benjamin Chung | |
| Benjamin Chung | |
| (Chief Financial Officer and Principal Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION OF DISCLOSURE PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Limitless X Holdings Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”) I, Jaspreet Mathur, Chief Executive Officer and Principal Executive Officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 15, 2022
| /s/ Jaspreet Mathur | |
| Jaspreet Mathur | |
| (Chief Executive Officer and Principal Executive Officer) |
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 of Sarbanes-Oxley has been provided to the Company and will be retained and furnished to the SEC or its staff upon request.
EXHIBIT 32.2
CERTIFICATION OF DISCLOSURE PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Limitless X Holdings Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”) I, Benjamin Chung, Chief Financial Officer and Principal Accounting Officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 15, 2022
| /s/ Benjamin Chung | |
| Benjamin Chung | |
| (Chief Financial Officer and Principal Accounting Officer) |
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 of Sarbanes-Oxley has been provided to the Company and will be retained and furnished to the SEC or its staff upon request.
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