Limitless Venture : Quarterly Report

LIMITLESS VENTURE GROUP, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

			June 30, 2022		December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	11,721		$	120,422
Accounts receivable		83,921			80,669
Inventory		129,009			113,946
Prepaid and other current assets		212,954			266,432
Incentive compensation advances		229,000			204,000
Assets from discontinued operations		304,878			299,206
Total current assets		971,483			1,084,675
Property and equipment, net		-			-
Goodwill and amortizable intangible asset, net		1,004,234			1,549,726
Total assets	$	1,975,717		$	2,634,401
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term advances	$	202,807		$	197,807
Accounts payable and accrued liabilities		3,282,543			3,300,303
Convertible and promissory notes payable		2,693,471			2,753,446
Liabilities from discontinued operations		316,022			292,604
Total current liabilities		6,494,843			6,544,160
Warrants		65,128			75,334
Total liabilities		6,559,971			6,619,494
Deficiency in stockholders' equity:
Preferred stock, no par value; 6,974.839 shares authorized, issued and outstanding
as of June 30, 2022 and December 31, 2021		7			7
Common stock, $0.001 par value; 1,000,000,000 shares authorized; 59,337,653 shares
issued and outstanding as of June 30, 2022 and 37,770,911 issued and outstanding as of
December 31, 2021		3,914,925			3,893,660
Noncontrolling interest		(1,283,470)			(1,310,915)
Additional paid-in capital		13,906,749			13,771,173
Accumulated deficit		(21,122,464)			(20,339,018)
Total deficiency in stockholders' equity		(4,703,753	)		(3,985,093)
Total liabilities and deficiency in stockholders' equity		$	1,975,717		$	2,634,401

See accompanying notes to unaudited condensed consolidated financial statements.

LIMITLESS VENTURE GROUP, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

				For theThree Months			For the Six Months
				June 30,					June 30,
				2022			2021				2022			2021
REVENUE	$	268,352		$	260,588		$	697,729	$	490,734
COSTS OF REVENUE AND OPERATING
EXPENSES
Costs of revenue				5,152			173,742			377,523			324,031
Sales and marketing			53,189			115,113			115,447			155,159
General and administrative				177,732			294,079			325,566			678,844
Compensation expense			125,000
Share-based compensation expense			-		-			-			31,250
Goodwill impairment loss				-			-			545,492			-
Depreciation and amortization expense				491			-			5,220			111
Total costs of revenue and operating expenses			361,564			582,934			1,619,248			1,189,395
Loss from operations			(93,212)			(322,346)			(921,519)			(698,661)
Other income (expense)
Gain (loss) from change in value of warrant				2,437			65,227			(10,206	)		(14,983)
Interest expense			(108,071)			(71,404)			(166,920 )		(141,527)
Other (expense) income, net				(105,634)			(6,177)			(156,714	)		(156,510)
Loss from continuing operations				(198,846)			(328,523)			(1,078,233	)		(855,171)
Loss from discontinued operations			-		(8,274)			(4,369	)		(67,803)
Net loss			$	(198,846)		$	(336,797)			$	(1,082,602	)	$	(922,974)
Less net loss attributable to noncontrolling interest			(11,642)			67,571			68,794			158,938
Net loss attributable to Limitless Venture Group, Inc.			(210,488)			(269,226)			(1,013,808)		(764,036)
Basic (loss) per common share			$	(0.00)		$	(0.02)			$	(0.02)		$	(0.05)
Diluted (loss) per common share			$	(0.00)		$	(0.02)			$	(0.02)		$	(0.05)
Weighted average basic and diluted shares outstanding				52,048,380			14,845,493			55,561,255			14,142,203
Weighted average diluted shares outstanding			52,048,380			14,845,493			55,561,255			14,142,203

LIMITLESS VENTURE GROUP, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

					Six Months Ended June 30, 2022
										Additional							Total
		Stock							paid-in			Accumulated stockholders'
							Noncontrolling
		Common		Preferred			interest		capital				deficit	equity
Balance at January 1, 2022	$	3,893,660		$	7		$	(1,310,915)		$	13,771,173			$	(20,339,019)		$	(3,985,095	)
Issuance of common for
conversion of note principal and
interest		18,765			-			-		88,076				-			106,841
Sale of common stock		2,500			-			-	47,500				-	50,000
Change in noncontrolling interest		-			-			(65,108)			-				322,916			257,808
Net loss		-			-			68,794			-				(1,082,602)			(1,013,808)
Balance at June 30, 2022	$	3, 914,925		$	7		$	(1,307,229) $13,906,749	$	(21,098,705)$	(4,584,253)

See accompanying notes to unaudited condensed consolidated financial statements.

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LIMITLESS VENTURE GROUP, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

Six Ended June 30, 2022

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,078,233)
Adjustments to reconcile net loss to net cash used in
operating activities:
Goodwill impairment loss		545,492
Gain from change in value of warrant		(10,206)
Amortization expense for note discounts		5,220
Change in operating assets and liabilities:
Services rendered in exchange for convertible notes
Accounts receivable		(3,252)
Incentive compensation advances		(25,000)
Prepaid and other current assets		(12,320)
Inventory		(53,479)
Accounts payable and accrued liabilities		17,760
Net cash used in operating activities		(509,803)
CASH FLOWS FROM INVESTING ACTIVITIES		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sales of convertible notes, net of cash repayments		(20,000)
Proceeds from short-term advances		5,000
Change in noncontrolling interest		326,601
Proceeds from sales of Common Stock		50,000
Net cash provided by financing activities		361,601
Net decrease in cash and cash equivalents from continuing operations		(148,202)
Cash from discontinued operations		39,501
Cash and cash equivalents at beginning of period		120,422
Cash and cash equivalents at end of period	$	11,721
Supplemental disclosure of cash and non-cash transactions:
Interest and income taxes paid	$	-
Conversion of note principal and interest payable into common stock	$	106,841

See accompanying notes to unaudited condensed consolidated financial statements.

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LIMITLESS VENTURE GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization - Limitless Venture Group, Inc. ("we," "us," "our," the "Company", "LVGI" and "Limitless") provides its shareholders with access to leading small and medium businesses focused on growth. Leveraging its permanent capital base, long- term, disciplined approach, and actionable expertise, LVGI owns controlling interests in our subsidiary businesses and partners with their management teams to build businesses that can unlock significant value for shareholders.

Basis of presentation -As disclosed in NOTE 5, as of December 31, 2021, we have $787,850 in outstanding principal obligations on convertible notes payable to several note holders that are delinquent. We have incurred recurring net losses and have not yet achieved profitable operations. There can be no assurance that we will achieve profitability, continue to finance our operating losses or successfully renegotiate the loans' terms. No adjustments have been made to our unaudited consolidated financial statements to reflect the uncertainty of our financial condition.

In February 2021, we changed our fiscal year end to December 31 from June 30. The financial statements presented herein reflect a December 31 fiscal year end.

Use of Estimates - The preparation of consolidated financial statements in conformity with GAAP requires us 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 consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. We made estimates with respect to an inventory valuation allowance, fair values of long-lived assets and fair value of stock-based compensation amounts. Actual results could differ from these estimates.

Principles of Consolidation - The unaudited consolidated financial statements include the accounts of Limitless Venture Group, Inc. and subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

Revenue Recognition - The majority of our revenue for the six months ended June 30, 2022 and 2021 is generated from the sales of consumer goods. Under ASC 606, revenue is recognized when our customer obtains control of promised goods in an amount that reflects the consideration we expect to receive in exchange for those goods. We measure revenue based on consideration specified in a contract with a customer including any sales incentives.

Stock-basedCompensation - We account for stock-based compensation by applying a fair-value-based measurement method to account for share-based payment transactions with employees, non-employees and directors. We record compensation costs associated with the vesting of unvested options on a straight-line basis over the vesting period. Stock-based compensation is a non- cash expense because we settle these obligations by issuing shares of our common stock instead of settling such obligations with cash payments. We use the Black-Scholes model to estimate the fair value of each option grant on the date of grant. This model requires the use of estimates for expected term of the options and expected volatility of the price of our common stock.

Income Taxes - We record deferred tax assets and liabilities for the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the accompanying consolidated balance sheets, as well as operating losses and tax credit carryforwards. We measure deferred tax assets and liabilities using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. We reduce deferred tax assets by a valuation allowance if, based on available evidence, it is more likely than not that these benefits will not be realized.

We use a recognition threshold and a measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

Cash and Cash Equivalents - All highly liquid investments with maturities of three months or less at the date of purchase are classified as cash equivalents.

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