0001794009-21-000006.txt : 20210210 0001794009-21-000006.hdr.sgml : 20210210 20210209214657 ACCESSION NUMBER: 0001794009-21-000006 CONFORMED SUBMISSION TYPE: 1-A POS PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20210210 DATE AS OF CHANGE: 20210209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Limitless Venture Group Inc. CENTRAL INDEX KEY: 0001794009 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 455173762 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 1-A POS SEC ACT: 1933 Act SEC FILE NUMBER: 024-11128 FILM NUMBER: 21609005 BUSINESS ADDRESS: STREET 1: 121 E 35TH ST CITY: TULSA STATE: OK ZIP: 74105 BUSINESS PHONE: 918-671-9935 MAIL ADDRESS: STREET 1: 121 E 35TH ST CITY: TULSA STATE: OK ZIP: 74105 1-A POS 1 primary_doc.xml 1-A POS LIVE 0001794009 XXXXXXXX 024-11128 false false true Limitless Venture Group Inc. NV 2007 0001794009 7371 45-5173762 2 0 121 E 35TH STREET TULSA OK 74106 918-671-9935 Joseph Francella Other 51020.00 0.00 0.00 1361831.00 1412851.00 1609894.00 1681637.00 3291531.00 -1878680.00 1412851.00 81816.00 -905149.00 0.00 -823333.00 -0.06 -0.06 Common Stock 12966967 000000000 Common Stock Class G Preferred 1 000000000 None Class H Preferred 10 000000000 None Class I Preferred 10 000000000 None Class K Preferred 10 000000000 None Class N Preferred 7 000000000 None Class O Preferred 3 000000000 None Class P Preferred 3 000000000 None Convertible Notes 1051650 000000000 None true true false Tier1 Unaudited Equity (common or preferred stock) Y N N Y N N 30000000 12966967 0.0500 1500000.00 0.00 0.00 0.00 1500000.00 Thomas C Cook 5000.00 1495000.00 true false AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA PR RI SC SD TN TX UT VT VA WA WV WI WY A0 A1 A2 A3 A4 A5 A6 A7 A8 A9 B0 Z4 true PART II AND III 2 lvgibody.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post- Qualification Amendment No. 5 to

FORM 1-A

REGULATION A OFFERING STATEMENT

UNDER THE SECURITIES ACT OF 1933

Limitless Venture Group, Inc.

Corporate:

Limitless Venture Group, Inc.

121 E. 36^th Street

Tulsa, OK 74106

(918) 671-9935

http://www.lvginc.com

Best Efforts Offering of 30,000,000 Common Stock Shares

Offering Price per Common Stock Share: $0.05 USD

Minimum Offering: (?) Common Stock Shares ($(?) USD)

The proposed sale will begin as soon as practicable after this Offering Circular has qualified by the Securities and Exchange Commission. A maximum of 30,000,000 Common Stock Shares are being offered to the public at $0.05 per Share by the Company. A maximum of $1,500,000 will be received by the Company from the offering.

The Offering will commence promptly after the date of this Offering Circular and will close (terminate) upon the earlier of (1) the sale of 30,000,000 Common Stock Shares by the Company, (2) One Year from the date that this Offering is Qualified by the United States Securities and Exchange Commission, or (3) a date prior to the one year anniversary of this Offering being Qualified by the United States Securities and Exchange Commission as so determined by the Company’s Management (the “Offering Period”).

The United States Securities and Exchange Commission (the “SEC”) does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the securities offered are exempt from registration.

DATED: February__, 2021

THE COMPANY IS CURRENTLY TRADING ON THE OTC MARKETS PINK TIER UNDER THE SYMBOL LVGI.

ANY INVESTOR WHO PURCHASES SECURITIES IN THIS OFFERING WILL HAVE NO ASSURANCE THAT OTHER PURCHASERS WILL INVEST IN THE OFFERING. ACCORDINGLY, IF THE COMPANY SHOULD FILE FOR BANKRUPTCY PROTECTION, OR A PETITION FOR INSOLVENCY BANKRUPTCY IS FILED BY CREDITORS AGAINST THE COMPANY, INVESTOR FUNDS WILL BECOME PART OF THE BANKRUPTCY ESTATE AND ADMINISTERED ACCORDING TO THE BANKRUPTCY LAWS.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURATE OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION, HOWEVER THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, THE COMPANY ENCOURAGES YOU TO REVIEW RULE 251 (d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, THE COMPANY ENCOURAGES YOU TO REFER TO WWW.INVESTOR.GOV

THE COMPANY IS FOLLOWING THE “OFFERING CIRCULAR” FORMAT OF DISCLOSURE UNDER REGULATION A

TABLE OF CONTENTS:

Item #	Description	Page #
Item 2	Distribution & Spread	4
Item 3	Summary Information & Risk Factors	5
Item 4	Dilution	12
Item 5	Plan for Distribution	13
Item 6	Use of Proceeds to the Issuer	14
Item 7	Description of Business	15
Item 8	Description of Company Property	19
Item 9	Management’s Discussion and Analysis of Financial Condition and Results of Operation	19
Item 10	Directors, Executive Officers, and Significant Employees	20
Item 11	Executive Compensation	21
Item 12	Security Ownership of Certain Beneficial Owners and Management	22
Item 13	Interest of Management and Others in Certain Transactions	22
Item 14	Securities Being Offered	23
Financial	Financial Statements Section	F-1

ITEM 2: DISTRIBUTION SPREAD

	Number of Securities Offered		Offering Price		Selling Commissions		Proceeds to Company
Per Security		—	$	0.05	$	0.00	$	0.05
		30,000,000		0.05		0.00		1,500,000
Total Maximum		30,000,000	$	0.05	$	0.00	$	1,500,000
Common Shares by Selling Shareholders		---	$	---	$	---	$	---

We are offering a maximum of 30,000,000 shares of common stock at the price indicated.

Additional Fees for Legal Review and Opinion(s), Accounting Costs, Underwriting fees, and costs related to the drafting of this Registration Statement and Professional Services Fees should not exceed $5,000 USD. Any costs above $5,000 will be paid by funds raised.

The Shares will be offered on a “best-efforts” basis by the Company’s Officers, Directors and Employees, and may be offered through Broker-Dealers who are registered with the Financial Industry Regulatory Authority (“FINRA”), or through other appropriate and legal independent referral sources. As of the date of this Offering Statement, no selling agreements had been entered into by the Company with any Broker Dealer firms. Selling commissions up to 10% may be paid to Broker Dealers who are members of FINRA and are registered with the SEC with respect to sales of Shares made by them and compensation may be paid to consultants in connection with the Offering of Shares. The Company may also pay incentive compensation to Registered Broker Dealers in the form of Common Stock or Stock Options with the Company which will not exceed 10% of the value of the Shares sold. The Company will indemnify participating Broker-Dealers with respect to disclosures made in the Offering Circular. In the event the company engages the services of a Broker Dealer or Underwriter post-qualification of the Offering, the Company shall file a post-qualification amended registration statement with the United States Securities and Exchange Commission disclosing the terms and conditions of the engagement with the Broker Dealer and/or Underwriter.

The Shares are being Offered pursuant to Regulation A of Section 3(b) of the Securities Act of 1933, as amended, for Tier 1 Offerings. The Shares will only be issued to purchasers who satisfy the requirements set forth in Regulation A.

THIS OFFERING STATEMENT CONTAINS ALL OF THE REPRESENTATIONS BY THE COMPANY CONCERNING THIS OFFERING, AND NO PERSON SHALL MAKE DIFFERENT OR BROADER STATEMENTS THAN THOSE CONTAINED HEREIN. INVESTORS ARE CAUTIONED NOT TO RELY UPON ANY INFORMATION NOT EXPRESSLY SET FORTH IN THIS OFFERING STATEMENT.

THE U.S. SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING STATEMENT OR SELLING LITERATURE.

INVESTMENT IN SMALL BUSINESSES INVOLVES A HIGH DEGREE OF RISK, AND INVESTORS SHOULD NOT INVEST ANY FUNDS IN THIS OFFERING UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSURER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER MADE BY THIS OFFERING STATEMENT, NOR HAS ANY PERSON BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS OFFERING STATEMENT, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON. THIS OFFERING STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICIATION WOULD BE UNLAWFUL OR ANY PERSON TO WHO IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICIATION. NEITHER THE DELIVERY OF THIS OFFERING STATEMENT NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE AS HAS BEEN NO CHANGE IN THE AFFAIRS OF OUR COMPANY SINCE THE DATE HEREOF.

THIS OFFERING STATEMENT MAY NOT BE REPRODUCED IN WHOLE OR IN PART. THE USE OF THIS OFFERING STATEMENT FOR ANY PURPOSE OTHER THAN AN INVESTMENT IN SECURITIES DESCRIBED HEREIN IS NOT AUTHORIZED AND IS PROHIBITED.

THIS OFFERING IS SUBJECT TO WITHDRAWAL OR CANCELLATION BY THE COMPANY AT ANY TIME AND WITHOUT NOTICE. THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART NOTWITHSTANDING TENDER OF PAYMENT OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE NUMBER OF SECURITIES SUBSCRIBED FOR BY SUCH INVESTOR.

THE OFFERING PRICE OF THE SECURITIES IN WHICH THIS OFFERING CIRCULAR RELATES HAS BEEN DETERMINED BY THE COMPANY AND DOES NOT NECESSARILY BEAR ANY SPECIFIC RELATION TO THE ASSETS, BOOK VALUE OR POTENTIAL EARNINGS OF THE COMPANY OR ANY OTHER RECOGNIZED CRITERIA OF VALUE.

NASAA UNIFORM LEGEND:

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY THE FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

ITEM 3. SUMMARY INFORMATION, RISK FACTORS AND DILUTION

Investing in the Company’s Securities is very risky. You should be able to bear a complete loss of your investment. You should carefully consider the following factors, including those listed in this Securities Offering.

Emerging Growth Company Status

The Company is an “emerging growth company” as defined in the Jumpstart our Business Startups Act (“JOBS Act”). For as long as the Company is an emerging growth company, the Company may take advantage of specified exemptions from reporting and other regulatory requirements that are otherwise applicable generally to other public companies. These exemptions include:

	●	An exemption from providing an auditor’s attestation report on management’s assessment of the effectiveness of the Company’s systems of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002;
	●	An exemption from compliance with any new requirements adopted by the Public Accounting Oversight Board (“PCAOB”), requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer;
	●	An exemption from compliance with any other new auditing standards adopted by the PCAOB after April 5^th, 2012, unless the United States Securities and Exchange Commission (“SEC”) determines otherwise; and
	●	Reduced disclosure of executive compensation.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. This permits an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, the Company has chosen to “opt out” of such extended transition period and, as a result, the Company will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. The Company’s decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

The Company will cease to be an “emerging growth company” upon the earliest of (i) when the Company has $1.0 Billion or more in annual revenues, (ii) when the Company has at least $700 Million in market value of the Company’s Common Units held by non-affiliates, (iii) when the Company issues more than $1.0 Billion of non-convertible debt over a three-year period, or (iv) the last day of the fiscal year following the fifth anniversary of the Company’s Initial Public Offering.

Any Failure of One or More of the Subsidiary Companies of LVGI Could Result in Loss of Revenues

The Company’s operations are dependent upon its joint venture and subsidiary companies to produce revenues. A loss of revenue in one or more of the subsidiary companies or closing of one or more of the subsidiary companies could cause the Company to report lower revenues, however, due to the diversity of the subsidiary companies, an loss of revenue event should not put the Company in jeopardy of closing.

Loss of revenue in a subsidiary company of LVGI could be caused by a number of issues such as;
Changing laws and regulations;
Undercapitalization of the subsidiaries;
Market forces that create extreme changes in pricing, supply or demand; and
Increase in competition in certain markets.

THE MARKETS IN WHICH THE COMPANY OPERATES ARE HIGHLY COMPETITVE AND THE COMPANY MAY BE UNABLE TO COMPETE SUCCESSFULLY AGAINST NEW ENTRANTS AND ESTABLISHED COMPANIES WITH GREATER RESOURCES.

The Company competes in markets that are new, intensely competitive, highly fragmented and rapidly changing. Many of the Company’s current competitors, as well as a number of the Company’s potential competitors, have longer operating histories, greater name recognition and substantially greater financial, technical and marketing resources than the Company does. Some of the Company’s current or potential competitors have the financial resources to withstand substantial price competition. Moreover, many of the Company’s competitors have more extensive customer bases, broader customer relationships and broader industry alliances that they could use to their advantage in competitive situations, including relationships with many of the Company’s potential customers. The Company’s competitors may be able to respond more quickly than the Company can to new or emerging opportunities and changes in customer requirements.

Increased competition could result in:

	●	Price and Revenue Reductions and Lower Profit Margins;
	●	Increased Cost of Service from farmers, processors, distribution services, sales and marketing
	●	Loss of Customers; and
	●	Loss of Market Share

Any one of these could materially and adversely affect the Company’s business, financial condition and results of operations.

The Company’s Business Will Suffer if the Business is Not Able to Generate Sufficient Revenues Through Its Subsidiaries

The Company has had only limited resources to provide its subsidiaries with the support they need for marketing, sales, asset purchasing, and backoffice support. Although LVGI can help in some regards, until there is sufficient capitalization, the revenue growth of the companies could take longer than expected in order to create a sustainable positive net cashflow event.

The Company’s Business Will Suffer if the Company Does Not Respond to Market Changes and New Demands

The market for our products and their derivates to be characterized by rapid cultural change and acceptance in the consumer market for such items. The Company may be unable to respond quickly or effectively to these developments. If competitors introduce products, services or technologies that are better than that of the Company, or that gain greater market acceptance, or if new industry standards emerge, the Company may not have the resources to make the adjustments quickly enough to respond and it could materially and adversely affect the Company’s business, results of operations and financial condition.

If the Company Fails to Promote and Maintain Its Brand in the Market, the Company’s Business, Operating Results, Financial Condition, and Its Ability to Attract Customers will be Materially Adversely Affected

The Company’s success depends on the Company’s ability to create and maintain brand awareness for its subsidiary businesses. This may require a significant amount of capital to allow the Company to market the Company’s subsidiary companies, and to establish brand recognition and customer loyalty. Many of the Company’s competitors in this market are larger than the Company and have substantially greater financial resources than that of the Company. Additionally, many of the companies offering similar products have already established their brand identity within the marketplace. The Company can offer no assurances that it will be successful in establishing awareness of the Company’s subsidiaries, allowing the Company to compete in this market. The importance of brand recognition will continue to increase because of low barriers of entry to the industries in which the Company’s subsidiaries operates and may result in an increased number of direct competitors. To promote the Company’s subsidiary brands, the Company may be required to continue to increase its financial commitment to creating and maintaining the Company’s subsidiary brand awareness. The Company may not generate a corresponding increase in revenue to justify these costs.

The Company is Reliant on Key Individuals

The Company currently is heavily reliant on the services of Mr. Joseph Francella, the Company’s Chief Executive Officer and Chief Accounting Officer and Devon Diaz, the Chief Operating Officer. The departure or loss of Mr. Francella may negatively affect the Company’s business, although Devon Diaz, has many years successfully launching, funding and franchising startup businesses and in the case where Mr. Francella can no longer perform his duties, Devon Diaz, has the knowledge, ability and qualifications to continue in the role of CEO either permanently or until a suitable replacement can be found in a timely manner. Both Mr. Francella and Mr. Diaz have been approved for a $250,000 term life insurance policy at a preferred rate which will be purchased upon initial funding with the death benefit being paid to the Company.

The Company Could Potentially Face Risks Associated with Borrowing

As of June 30, 2020, the Company has $1,526,746 in principal outstanding on its’ convertible notes payable, of which $791,850 is in default. Certain of the notes are secured by a blanket lien on the Company’s assets. Although the Company does not intend to incur any additional debt from the investment commitments provided in this offering, should the company obtain secure bank debt in the future, possible risks could arise. If the Company incurs additional indebtedness, a portion of the Company’s cash flow will have to be dedicated to the payment of principal and interest on such new indebtedness. Typical loan agreements also might contain restrictive covenants, which may impair the Company’s operating flexibility. Such loan agreements would also provide for default under certain circumstances, such as failure to meet certain financial covenants. A default under a loan agreement could result in the loan becoming immediately due and payable and, if unpaid, a judgment in favor of such lender which would be senior to the rights of shareholders of the Company. A judgment creditor would have the right to foreclose on any of the Company’s assets resulting in a material adverse effect on the Company’s business, operating results or financial condition.

Unanticipated Obstacles to Execution of the Business Plan

The Company’s business plans may change significantly. Many of the Company’s potential business endeavors are capital intensive and may be subject to statutory or regulatory requirements. Management believes that the Company’s chosen activities and strategies are achievable in light of current economic and legal conditions with the skills, background, and knowledge of the Company’s principals and advisors. Management reserves the right to make significant modifications to the Company’s stated strategies depending on future events.

Management Discretion as to Use of Proceeds

The net proceeds from this Offering will be used for the purposes described under “Use of Proceeds.” The Company reserves the right to use the funds obtained from this Offering for other similar purposes not presently contemplated which it deems to be in the best interests of the Company and its Investors in order to address changed circumstances or opportunities. As a result of the foregoing, the success of the Company will be substantially dependent upon the discretion and judgment of Management with respect to application and allocation of the net proceeds of this Offering. Investors for the Shares offered hereby will be entrusting their funds to the Company’s Management, upon whose judgment and discretion the investors must depend.

Control by a Limited Number of Shareholder

Mr. Joseph Francella, the Company’s Chairman, Chief Executive Officer and Chief Accounting Officer owns one share of no par Series G Preferred (“G”) that entitles the holder to (i) exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisioners of the articles of incorporation if any amendment would alter or change any preference or any relative or any right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of voting power of such class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof, (ii) exercise the holder’s voting power without converting the G into Common Stock and (iii) convert, at the holder’s sole option, a share of G Preferred Stock into Common Stock upon providing the Company with fifteen days written notice with the number of Common shares to be issued being equal to 51% of the then outstanding Common Stock. As a result, even if all of the Shares being offered for sale by this Offering are sold, Mr. Joseph Francella will control the election of the directors of the Company and the outcome of any vote on any other matter.

The Company’s Revenues and Operating Results May Fluctuate

The Company’s revenues and operating results may fluctuate from quarter-to-quarter and year-to-year, and are likely to continue to vary due to a number of factors, many of which are not within the Company’s control. Thus, revenues and operating results for any future period are not predictable with any significant degree of certainty. For these reasons, comparing the Company’s operating results on a period-to-period basis may not be meaningful. Investors should not rely on the Company’s past results as an indication of the Company’s future performance. Fluctuations in the Company’s operating results, and financial condition may occur due to a number of factors, including, but not limited to, those listed below and those identified through this “Risk Factors” section:

	●	The extent of turnover of the Company’s customers in any period;
	●	Development of new competitive Services by others;
	●	The Company’s response to price competition;
	●	Delays between the Company’s expenditures to develop and market new Products and Services in new areas and the generation of sales from those new Products and Services;
	●	Changes in the amount that the Company spends to promote its Subsidiary Companies and Services;
	●	General economic and industry conditions that affect the Company’s potential customers; and
	●	Changes in accounting rules and tax laws.

Due to the foregoing factors, Investors should not rely on quarter-to-quarter or year-to-year comparisons of the Company’s operating results as an indicator of future performance.

Return of Profits

The Company has never declared or paid any cash dividends on its Common Stock. The Company currently intends to retain future earnings, if any, to finance the expansion of the Company’s Operations and Holdings. As a result, the Company does not anticipate paying any cash dividends to its Common Stockholders for the foreseeable future.

No Assurances of Protection for Proprietary Rights; Reliance on Trade Secrets

In certain cases, the Company may rely on trade secrets to protect intellectual property, proprietary technology and processes, which the Company has acquired, developed or may develop in the future. There can be no assurances that secrecy obligations will be honored or that others will not independently develop similar or superior products or technology. The protection of intellectual property and/or proprietary technology through claims of trade secret status has been the subject of increasing claims and litigation by various companies both in order to protect proprietary rights as well as for competitive reasons even where proprietary claims are unsubstantiated. The prosecution of proprietary claims or the defense of such claims is costly and uncertain given the uncertainty and rapid development of the principles of law pertaining to this area. The Company, in common with other investment funds, may also be subject to claims by other parties with regard to the use of intellectual property, technology information and data, which may be deemed proprietary to others.

The Company’s Continuing as a Going Concern Depends Upon Financing

If the Company does not raise sufficient working capital and continues to experience pre-operating losses, there will continue to be substantial doubt as to its ability to continue as a going concern. Because the Company has generated no significant revenue, all expenditures during the development stage have been recorded as pre-operating losses.

Certain Factors Related to the Company’s Common Stock

Because the Company’s Common Stock may be considered a “penny stock,” and a shareholder may have difficulty selling shares in the secondary trading market.

The Company’s Common Stock Securities may be subject to certain rules and regulations relating to “penny stock” (generally defined as any equity security that has a price less than $5.00 per share, subject to certain exemptions). Broker-dealers who sell penny stocks are subject to certain “sales practice requirements” for sales in certain nonexempt transactions (i.e., sales to persons other than established customers and institutional “qualified investors”), including requiring delivery of a risk disclosure document relating to the penny stock market and monthly statements disclosing recent price information for the penny stocks held in the account, and certain other restrictions. For as long as the Company’s Common Stock is subject to the rules on penny stocks, the market liquidity for such securities could be significantly limited. This lack of liquidity may also make it more difficult for the Company to raise capital in the future through sales of equity in the public or private markets.

The price of the Company’s Common Stock may be volatile, and a shareholder’s investment in the Company’s Common Stock could suffer a decline in value.

There could be significant volatility in the volume and market price of the Company’s Common Stock, and this volatility may continue in the future. The Company’s Common Stock may in the future be listed on the OTC Markets including OTC Pink Markets, “OTCQB” or “OTCQX”, where there is a great chance for market volatility for securities that trade on these markets as opposed to a national exchange or quotation system. This volatility may be caused by a variety of factors, including the lack of readily available quotations, the absence of consistent administrative supervision of “bid” and “ask” quotations and generally lower trading volume. In addition, factors such as quarterly variations in our operating results, changes in financial estimates by securities analysts or our failure to meet our or their projected financial and operating results, litigation involving us, actions by governmental agencies, national economic and stock market considerations as well as other events and circumstances beyond our control could have a significant impact on the future market price of our Common Stock and the relative volatility of such market price.

Secondary Market

The Company’s common Stock is currently trading on the OTC Markets Pink current tier (OTCPink: LVGI), There are no assurances that the Company’s Common Stock will ever be listed on any regulated securities exchange. There can be no assurance that an active trading market for the Company’s Common Stock will develop, or, if developed, that an active trading market will be maintained. If an active market is not developed or sustained, the market price and liquidity of the Company’s Common Stock may be adversely affected.

The Company’s Securities initially will be listed for trade on the OTC Pink Market under trading symbol LVGI

The Company’s common Stock is currently trading on the OTC Markets Pink current tier (OTCPink: LVGI). There can be no assurance that an active trading market for the Company’s Common Stock will develop, or, if developed, that an active trading market will be maintained. If an active market is not developed or sustained, the market price and liquidity of the Company’s Common Stock may be adversely affected.

Shares of the Company’s Common Stock is Subject to the Penny Stock Rules

The Company’s common Stock is currently trading on the OTC Markets Pink current tier (OTCPink: LVGI), which may well make it difficult for a purchaser of Shares of the Company’s Common Stock to sell all, or a party of the Common Stock Shares when the purchasers wish, or, if the Common Stock Shares can be sold, to get what the purchaser may consider to be an adequate price for the Common Stock Shares. The Shares of the Company’s Common Stock may trade at prices which make them subject to the United States Securities and Exchange Commission’s “Penny Stock Rules”, which may also limit the liquidity of the Common Stock Shares, or adversely affect the price at which the Common Stock Shares can be sold, or both.

The Company Cannot Assure Investors that the Market for the Company’s Common Stock Will Continue at any Trading Volume, or that the Market Price of Shares of the Company’s Common Stock Will Not Decline

The Company cannot predict the prices at which the Company’s Common Stock will trade. The offering price for the Shares being sold in this Offering has been determined by the Company based largely on the Company’s perception of the amount of money in which the Company needs to raise at this time to grow the Company. The Company cannot assure you that the Offering price per Share will bear any relationship on the market price of the Company’s Common Stock may trade.

The Market Price for the Company’s Common Stock May Fluctuate Significantly

The market price and liquidity of the market for the Company’s Shares of Common Stock that will prevail in the market may be higher or lower than the price that Investors of the Company’s Common Stock pay for the Common Stock at the time of purchase, and may be significantly affected by numerous factors, some of which are beyond the control of the Company and may not be directly related to the Company’s operating performance. These factors include, but are not limited to:

	●	Significant volatility in the market price and trading volume of securities of companies in the Company’s Market Sector, which is not necessarily related to the operating performance of these companies;
	●	The mix of products that the Company provides during any period;
	●	Delays between the Company’s expenditures to develop and market the Company’s products, and the generation of sales from those marketing efforts;
	●	Changes in the amount that the Company spends to expand its products to new areas, or to develop new products;
	●	Changes in the Company’s expenditures to promote its services;
	●	Announcements of acquisitions by the Company, or one of the Company’s competitors;
	●	Changes in regulatory policies or tax guidelines;
	●	Changes or perceived changes in earnings, or variations in operating results;
	●	Any shortfall in revenue, or net income, or any increase in losses from levels expected by Investors or securities analysts; and
	●	General economic trends and other external factors.

If Equity Research Analysts Do Not Publish Research Reports about the Company, of if the Research Analysts Issue Unfavorable Commentary or Downgrade the Company’s Common Stock Shares, the Price of the Company’s Common Stock Shares Could Decline

The trading market for the Company’s Common Stock Shares may come to rely in part on the research and reports that equity research analysts publish about the Company, and the Company’s business. The Company does not have control over research analysts, and the Company does not have commitments from research analysts to write research reports about the Company. The price of the Company’s Common Stock Shares could decline if one or more equity research analysts downgrades the Company’s Common Stock Shares, issues an unfavorable commentary, or ceases publishing reports about the Company.

Future Sales of the Company’s Shares Could Reduce the Market Price of the Company’s Common Stock Shares

The price of the Company’s Common Stock could decline if there are substantial sales of the Company’s Common Stock, particularly by the Company’s Directors or its Executive Officer(s), or when there is a large number of Shares of the Company’s Common Stock available for sale. The perception in the public market that the Company’s Stockholders might sell the Company Shares could also depress the market price of the Company’s Shares. If this occurs, or continues to occur, it could impair the Company’s ability to raise additional capital through the sale of securities should the Company desire to do so.

Raising Additional Capital by Issuing Securities May Cause Dilution to the Company’s Shareholders

The Company may need to, or desire to, raise substantial additional capital in the future. The Company’s future capital requirements will depend on many factors, including, among others:

	●	The Company’s degree of success in capturing a larger portion of its internet entertainment business;
	●	The costs of establishing or acquiring sales, marketing, and distribution capabilities for the Company’s services;
	●	The extent to which the Company acquires or invests in businesses, products, or technologies, and other strategic relationships; and
	●	The costs of financing unanticipated working capital requirements and responding to competitive pressures.

If the Company raises additional funds by issuing equity or convertible debt securities, the Company will reduce the percentage of ownership of the then-existing shareholders, and the holders of those newly-issued equity or convertible debt securities may have rights, preferences, or privileges senior to those possessed by the Company’s then-existing shareholders. Additionally, future sales of a substantial number of shares of the Company’s Common Stock, or other equity-related securities in the public market could depress the market price of the Company’s Common Stock and impair the Company’s ability to raise capital through the sale of additional equity or equity-linked securities. The Company cannot predict the effect that future sales of the Company’s Common Stock, or other equity-related securities would have on the market price of the Company’s Common Stock

Offering Price

The price of the Securities offered has been arbitrarily established by our current Officers and Directors, considering such matters as the state of the Company’s business development and the general condition of the industry in which it operates. The Offering price bears little relationship to the assets, net worth, or any other objective criteria.

Compliance with Securities Laws

The Company’s Securities are being offered for sale in reliance upon certain exemptions from the registration requirements of the Securities Act, and applicable state securities laws. If the sale of Securities were to fail to qualify for these exemptions, purchasers may seek rescission of their purchases of Securities. If a number of purchasers were to obtain rescission, we would face significant financial demands, which could adversely affect the Company as a whole, as well as any non-rescinding purchasers.

ITEM 4. DILUTION

An early-stage company typically sells its shares (or grants options over its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their “sweat equity” into the company. When the company seeks cash from outside investors, the new investors typically pay a much larger sum for their shares than the founders or earlier investors, which means that the cash value of the new investors stake is diluted because each share of the same type is worth the same amount, and the new investor has paid more for the shares than earlier investors did for theirs.

If you purchase shares in this Offering, your ownership interest in our Common Stock will be diluted immediately, to the extent of the difference between the price to the public charged for each share in this Offering and the net tangible book value per share of our Common Stock after this Offering.

The following table illustrates the per share dilution to new investors discussed above, assuming the sale of, respectively, 33%, 66%, and 100% of the shares offered for sale in this Offering:

Funding Level		33%		66%		100%
Shares from offering at respective funding level		9,900,000		19,800,000		30,000,000
Proceeds	$	495,000	$	990,000	$	1,500,000
Offering price per share	$	0.05	$	0.05	$	0.05
Net tangible book value per share prior to offering	$	0.1090	$	0.1090	$	0.1090
Increase per share attributable to investors	$	(0.0255)	$	(0.0356)	$	(0.0412)
Net tangible book value per share after offering	$	0.0834	$	0.0733	$	0.0678
Dilution to investors	$	(0.0334)	$	(0.0233)	$	(0.0178)
Dilution as a percentage of offering price		-66.87%		-46.66%		-35.59%

Future Dilution

The Company, for business purposes, may from time-to-time issue additional shares, which may result in dilution of existing shareholders. Dilution is a reduction in the percentage of a stock caused by the issuance of new stock. Dilution can also occur when holders of stock options (such as company employees) or holders of other optionable securities exercise their options. When the number of shares outstanding increases, each existing stockholder will own a smaller, or diluted, percentage of the Company, making each share less valuable. Dilution may also reduce the value of existing shares by reducing the stock’s earnings per share. There is no guarantee that dilution of the Common Stock will not occur in the future.

ITEM 5. PLAN OF DISTRIBUTION AND SELLING SHAREHOLDERS

The Offering will commence promptly after the date of this Offering Circular and will close (terminate) upon the earlier of (1) the sale of 30,000,000 Common Stock Shares by the Company, (2) One Year from the date this Offering begins, or (3) a date prior to one year from the date this Offering begins that is so determined by the Company’s Management (the “Offering Period”).

The Common Stock Shares are being offered by the Company on a “Best Efforts” basis and initially without the benefit of a Placement Agent. The Company can provide no assurance that this Offering will be completely sold out. If less than the maximum proceeds are available, the Company’s business plans and prospects for the current fiscal year could be adversely affected.

Any investor who purchases securities in this Offering will have no assurance that other purchasers will invest in this Offering. Accordingly, if the Company should file for bankruptcy protection or a petition for insolvency bankruptcy is filed by creditors against the Company, Investor funds may become part of the bankruptcy estate and administered according to the bankruptcy laws. The Company has the right to terminate this offering of Securities at any time, regardless of the number of Securities that have sold. If the Offering terminates before the offering minimum is achieved, or if any prospective Investor’s subscription is rejected, all funds received from such Investors will be returned without interest or deduction.

The Securities to be offered with this proposed offering shall be initially offered by the Company, mainly by Mr. Joseph Francella, the Company’s Chief Executive Officer. The Company may engage members of the Financial Regulatory Authority (“FINRA”) and is registered with the SEC to sell the Securities for the Company, though the Company has not yet engaged the services of any FINRA Broker Dealer. The Company will offer the securities to prospective investors on a “best efforts” basis.

The Company anticipates that any FINRA Broker Dealer will receive selling commissions of up to ten percent (10%) of the Offering Proceeds, which it may re-allow and pay to participating FINRA Broker Dealers who sell the Company’s Securities. The Company’s FINRA Broker Dealer Manager, may also sell the Securities as part of a selling group, thereby becoming entitled to retain a greater portion of the selling commissions. Any portion of the selling commissions retained by the FINRA Broker Dealer Manager would be included within the amount of selling commissions payable by the Company and not in addition to.

In order to subscribe to purchase the Securities, a prospective Investor must complete, sign and deliver the executed Purchaser Questionnaire and Subscription Agreement and Form W-9 to Limitless Venture Group, Inc. and either mail or wire funds for its total subscription amount in accordance with the instructions included in the Subscription Package.

The Company reserves the right to reject any Investor’s subscription in whole or in part for any reason. If the Offering terminates or if any prospective Investor’s subscription is rejected, all funds received from such Investors will be returned without interest or deduction.

In addition to this Offering Statement, subject to limitations imposed by applicable securities laws, we expect to use additional advertising, sales and other promotional materials in connection with this Offering. These materials may include public advertisements and audio-visual materials, in each case only as authorized by the Company. Although these materials will not contain information in conflict with the information provided by this Offering and will be prepared with a view to presenting a balanced discussion of risk and reward with respect to the Securities, these materials will not give a complete understanding of this Offering, the Company or the Securities and are not to be considered part of this Offering Statement. This Offering is made only by means of this Offering Statement and prospective Investors must read and rely on the information provided in this Offering Statement in connection with their decision to invest in the Securities.

ITEM 6. USE OF PROCEEDS TO ISSUER

The Company seeks to raise maximum gross proceeds of $1,500,000 from the sale of Securities in this Offering. The Company intends to apply these proceeds substantially as set forth herein, subject only to reallocation by Company Management in the best interests of the Company.

C. Sale of Company Common Stock Shares

Category	Maximum Proceeds		Percentage of Total Proceeds			Minimum Proceeds		Percentage of Total Proceeds
Proceeds from Sale of Securities	$	1,495,000		99.9	%	$	20,000		0.0	%

D. Offering Expenses

Category	Maximum Proceeds		Percentage of Total Proceeds			Minimum Proceeds		Percentage of Minimum Proceeds
Offering Expenses	$	5,000		0.0	%	$	5,000		0.0	%

Footnotes:

1)	We are offering a maximum of 30,000,000 Stock Shares to be sold by the Company at the price indicated
2)	We expect to incur offering and registration expenses.
3)	Additional Fees for Legal Review and Opinion(s), Accounting Costs, Underwriting fees, and costs related to the drafting of this Registration Statement and Professional Services Fees should not exceed $5,000 USD. Any costs above $5,000 will be paid by other funds raised by the Company.
4)	The Securities to be offered with this proposed offering shall be initially offered by the Company, mainly by Mr. Joseph Francella, the Company’s Chief Executive Officer. The Shares will be offered on a “best efforts” basis by the Company’s Officers, directors and employees, and may be offered through Broker Dealers who are registered with the Financial Industry regulatory Authority (“FINRA”), or through other independent referral sources. As of the date of this Offering circular, no selling agreements
5)	The Shares are being Offered pursuant to Regulation A of Section 3(b) of the Securities Act of 1933, as amended, for Tier 1 Offerings. The Shares will only be issued to purchasers who satisfy the requirements set forth in Regulation A.

USE OF INVESTMENT FUND: SEE SEPARATE DOCUMENT – USAGE OF FUNDS

The above figures only represent estimates.

The application of the investment proceeds of this Offering, in the event the entire Offering is not sold, will be at the discretion of the Management of the Company.

ITEM 7. DESCRIPTION OF BUSINESS:

Who We Are:

LVGI is holding company for its majority-owned subsidiaries Roken, Inc. (“Roken”) and KetoSports, Inc. (“KetoSports”). Roken produces, distributes and markets high quality, technology-driven vaping products to U.S. retailers and consumers. KetoSports designs, markets and sells Keto-based energy and health supplementation to U.S retailers and consumers. In November 2020, LVGI acquired a majority interest in Jasper Benefit Solutions, LLC. (JBS), a Managing General Underwriter (MGU) specializing in risk management services for small to medium self-funded employer "Groups". MGUs, unlike general agents within insurance industries, are certified to underwrite health and life benefits policies on behalf of their carrier-partners.

Market Opportunity:

In 2018, the global ketogenic dietary supplement market was valued at $9.7 billion and is expected to grow at a cumulative annual growth rate of 5.5% to reach to $15.6 billion by 2027, according to the Insight Partners. A November 2020 study by GSD Innovation Consulting, Inc., a Washington-based consulting firm for the third party administrator industry, concluded that based on the IBISWorld estimate of a $243 billion total US market value for annual third party administrator revenues, US Small Business Administration data for the number of small businesses by state and industry data on annual policy premiums, numbers of employees per small business and distribution of insured risk categories, Jasper's positioning in the small to medium Groups market is considered largely underserved and valued at over $30 billion in the US Mid-Atlantic region alone.

Legal Status of CBD Products

The 2018 farm Bill provided legal status to Hemp, a strain of cannabis with a very low THC content, but typically high levels of CBD. While this has certainly opened many doors for companies and consumers alike, there are some strict regulations governing what kind of CBD products are allowed to be sold or purchased. According to FDA commissioner former Scott Gottlieb, “It’s unlawful under the Federal Food, Drug, and cosmetic Act to introduce food containing added CBD or THC into interstate commerce, or to market CBD or THC products as, or in, dietary supplements, regardless of whether the substances are hemp derived.” Multiple states have banned CBD edibles and supplements, including Maine, New York, Ohio and California. Further, under the Federal Food, drug, and Cosmetic Act, it is illegal to claim that a specific CBD product can cure or treat any disease or health condition.

All of the Company’s CBD products are fully developed and marketed within the United States. Our CBD products, both currently in production and planned for the future, will not contain greater than 0.3%THC. Finally, as our CBD products are derived from hemp and not from marijuana, they do not fall within the purview of the Controlled Substances Act of 1970.

Current Status of LVGI:

LVGI, has acquired majority ownership of the following companies:

In June 2019, the Company acquired 100% of Black Ghost Enterprises, Inc. and its subsidiaries BooBeary Products. BooBeary Products LLC (BBP) is a company created by Eddie “Boo” Williams, former NFL Tight End for the New Orleans Saints and the New York Giants. After leaving the NFL, Williams discovered the health benefits of hemp and created a line of high quality, medical grade CBD products to relieve ailments related to his football injuries. After experiencing relief and better physical and mental health, Williams made it his mission to help others experience the same relief through access to his premium CBD medical grade products. BBP is currently generating revenue with three products that can be found in several locations across Florida and Louisiana and has several dozen additional products ready for manufacturing.

On May 6, 2020, the Company entered into an agreement with Rokin, Inc. to acquire 51% of its issued shares of Rokin stock. Roken produces, distributes and markets high quality, technology-driven vaping products to U.S. retailers and consumers.

On August 18, 2020, LVGI entered into an agreement with KetoSports to acquire 51% of KetoSports’ outstanding common stock. KetoSports designs, markets and sells Keto-based energy and health supplementation to U.S retailers and consumers.

In November 2020, LVGI acquired a majority interest in Jasper Benefit Solutions, LLC. (JBS), a Managing General Underwriter (MGU) specializing in risk management services for small to medium self-funded employer "Groups". MGUs, unlike general agents within insurance industries, are certified to underwrite health and life benefits policies on behalf of their carrier-partners.

Business Model

The Company will generate revenue through earnings percentages from its subsidiary companies. In turn, the Company will support each one of its subsidiary companies through access to resources and capital that will support their growth.

B. The Offering

The Company is offering a maximum of 30,000,000 Common Stock Shares at a price of $0.05 per Share, with all Shares having a par value of $0.001.

C. Risk Factors

See “RISK FACTORS” section of this Registration for certain factors that could adversely affect an investment in the Securities Offered. Those factors include but are not limited to unanticipated obstacles to execution of the business plan, general economic factors, Management’s inability to foresee market downturns and other unforeseen events.

D. Use of Proceeds

Proceeds from the sale of Securities will be used to invest in the development and growth of the Company’s Subsidiary’s products and services. See “USE OF PROCEEDS” section.

E. Minimum Offering Proceeds - Escrow of Subscription Proceeds

F. Common Stock Shares

Upon the sale of the maximum number of Common Stock Shares from this Offering, the number of issued and outstanding Common Stock Shares of the Company’s Common stock will be held as follows:

	○	Company Founders & Current Shareholders	< 1%
	○	New Shareholders	99%

G. Company Dividend Policy

The Company has never declared or paid any cash dividends on its common stock. The Company currently intends to retain future earnings, if any, to finance the expansion of the Company. As a result, the Company does not anticipate paying any cash dividends in the foreseeable future to Common Stockholders.

H. Company Share Purchase Warrants

The Company has no outstanding warrants for the purchase of shares of the Company’s Common Stock.

I. Company Stock Options

The Company has issued 833,333 of stock options to Devon Diaz that are executable at a share price of $0.30.

J. Company Convertible Securities

Reverse Stock Split

On March 31, 2019, the Company filed an amendment to its Restated Certificate of Incorporation to affect a 1-for-300 reverse split of its issued and outstanding common stock that became effective in July 2020. Unless otherwise noted, all references herein to the number of common shares, price per common share or weighted average number of common shares outstanding have been adjusted to reflect this reverse stock split on a retroactive basis.

Preferred Stock

As of June 30, 2020, and 2019, we have the following shares of issued and outstanding Preferred Stock.


Preferred Stock Series
G		1.000
N		7.500
T		766.667
U		727.001
V		700.001
W		528.001
X		330.001
Y		231.667
Z		33.334
AA		16.667
		3,341.839

Certain Anti-Takeover Provisions/Agreements with Stockholders

Our restated certificate of incorporation allows the board of directors to issue shares of preferred stock and to determine the price, rights, preferences and privileges of those shares without any further vote or action by our stockholders. The rights of the holders of our common stock will be subject to, and may be adversely affected by, the rights of the holders of any preferred stock that may be issued in the future. Issuance of preferred stock, while providing desired flexibility in connection with possible acquisitions and other corporate purposes could make it more difficult for a third party to acquire a majority of our outstanding voting stock.

On May 22, 2012, we authorized one share of no par Series G Preferred (“G”) that entitles the holder to (i) exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisioners of the articles of incorporation if any amendment would alter or change any preference or any relative or any right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of voting power of such class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof, (ii) exercise the holder’s voting power without converting the G into Common Stock and (iii) convert, at the holder’s sole option, a share of G Preferred Stock into Common Stock upon providing the Company with fifteen days written notice with the number of Common shares to be issued being equal to 51% of the then outstanding Common Stock. On May 22, 2012, we issued one share of G to our Chief Executive Officer at the time and on January 26, 2014; our current Chief Executive Officer acquired the share of G. As of June 30, 2020 and 2019, one share of G is issued and outstanding.

On June 10, 2019, we issued 7.5 shares of Series N non-voting Preferred Stock that entitles the holder to convert each share into 10,000,000 shares of our Common Stock for a total of 25,000 Common shares.

On May 6, 2020, we issued a total of 3,333.339 shares of our non-voting Preferred Stock, consisting of 766.667 shares of Series T, 727.001 shares of Series U, 700.001 shares of Series V, 528.001 shares of Series W, 330.001 shares of Series X, 231.667 shares of Series Y, 33.334 shares of Series Z and 16.667 shares of Series AA that entitles the holders to convert each share into 1,000 shares of our Common Stock for a total of 3,333,339 Common shares.

The Company has also sold various convertible notes, which are convertible in the aggregate to 1,078,629 shares of Common Stock.

K. Stock Option Plan

The Board has adopted a stock option plan and that is being administered by the Board of Directors. The Board has the authority to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not, without the written consent of the optionee, impair any rights under any option previously granted.

L. Stock Transfer Agent

Olde Monmouth

200 Memorial Pkwy

Atlantic Highlands, NJ 07716

Phone (732) 872-2727

M. Subscription Period

The Offering will commence promptly after the date of this Offering Circular and will close (terminate) upon the earlier of (1) the sale of 30,000,000 Common Stock Shares, (2) One Year from the date this Offering begins, or (3) a date prior to one year from the date this Offering begins that is so determined by the Company’s Management (the “Offering Period”).

The Common Stock Shares are being offered by the Company on a “Best Efforts” basis without the benefit of a Placement Agent. The Company can provide no assurance that this Offering will be completely sold out. If less than the maximum proceeds are available, the Company’s business plans and prospects for the current fiscal year could be adversely affected.

ITEM 8. DESCRIPTION OF PROPERTY.

The Company does not own any real estate. The Company’s address is 121 E. 35^th Street, Tulsa, OK 74106. The Company currently has no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

ITEM 9. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Forward-Looking Statements

The following Management’s Discussion and Analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this Annual Report. The Management’s Discussion and Analysis contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this Annual Report. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading “Risks Factors” in our various filings with the Securities and Exchange Commission. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Annual Report.

The Company is a Developmental Stage Company with limited operating history:

The Company was incorporated as a Nevada Stock Corporation in (2007). Accordingly, the Company has only a limited history upon which an evaluation of its prospects and future performance can be made. The Company’s proposed operations are subject to all business risks associated with new enterprises. The likelihood of the Company’s success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the expansion of a business, operation in a competitive industry, and the continued development of advertising, promotions and a corresponding customer base. There is a possibility that the Company could sustain losses in the future. There can be no assurances that Limitless Venture Group, Inc. will operate profitably.

Financial Condition and Results of Operations

We have incurred losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities, including in connection with this offering.

Results of Operations

Revenues for the fiscal year ended June 30, 2020 were $81,816. We incurred $800,315 in operating expenses, including $684,673 of general and administrative expenses. These expenses related principally to our engagement of independent contractors to push our business forward and develop sales.

Plan of Operation and Funding

We expect that working capital requirements will continue to be funded through related party advances in the near term as we prepare for future capital raise through an issuance of securities. We have no guarantees or firm commitments that the related party advances will continue in the near term. Our working capital requirements are expected to increase with the growth of our business.

Existing working capital, further advances, capital raises and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through related party advances and proceeds from the sale of our common stock.

Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

We believe that the proceeds of this offering, even if we are only able to sell 25% of the shares offered, will provide sufficient funding for our operations for at least the next 12 months.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES

(a) Directors and Executive Officers.

A. Directors and Executive Officers. The current officers and directors will serve for one year or until their respective successor(s) are elected and qualified.

Name

Position

Mr. Joseph Francella (Age: 67)

Devon Diaz (Age: 51)

Chief Executive Officer and Chief Accounting Officer

Chief Operating Officer

Joseph Francella, CEO LVGI, Treasurer of SHHI - Mr. Francella is a seasoned turnaround specialist. Mr. Francella’s ability to turnaround a company typically takes anywhere from 6 to 24 months depending on the size of the organization and the complexity of the situations that need to be rectified. Mr. Francella has over 30 years of experience building and leading publicly traded companies. During his career, Mr. Francella has; raised millions of dollars for public companies, assisted several companies to become publicly traded, created companies and subsidiary companies to carry out the objective of the parent company's or incorporation visions, managed trading markets, and consulted with many companies to help them increase their values.

For more about Mr. Francella, please visit: https://www.linkedin.com/in/joseph-francella-09b93314/

Devon Diaz, P.E., Chief Operating Officer - Prior to joining Limitless Venture Group, Inc., Mr. Diaz was the founder of JOOC Funding, a company that helps raise venture capital for early stage startup companies. Mr. Diaz brings over 20 years of business consulting, sales and startup experience to the team as he has successfully raised millions of dollars for his clients and has also successfully franchised 2 companies. Mr. Diaz, graduated from California State Polytechnic University, Pomona and holds a degree and professional license in civil engineering.

For more about Mr. Diaz, please visit: https://www.linkedin.com/in/devon-diaz-p-e-9686376/

B. Significant Employees. All Members of Limitless Venture Group, Inc. as listed above are each considered “Significant Employees” and are each “Executive Officers” of the Company. The Company would be materially adversely affected if it were to lose the services of any member of Limitless Venture Group, Inc. listed above as each he has provided significant leadership and direction to the Company.

C. Family Relationships. None.

D. Involvement in Certain Legal Proceedings. There have been no events under any bankruptcy act, any criminal proceedings and any judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of Registrant during the past five years.

E. Legal proceedings. There are not presently any material pending legal proceedings to which the Registrant is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.

ITEM 11. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

The table below summarizes the total compensation paid to or earned by each of the named executive officers for the fiscal years ended June 30, 2020 and 2019.

(a) Name and Principal Position (1)	(b) Year	(c) Salary ($)		(d) Stock Awards ($)		(e) Option Awards ($) (2)		(f) Non-Equity Incentive Plan Compensation ($) (3)		(g) All Other Compensation ($)		(h) Total ($)

Joseph Francella
Chief Executive Officer	2020	$	300,000	$	—	$	—	$	28,000	$	—	$	328,000
Chief Executive Officer	2019	$	75,000	$	—	$	—	$	15,500	$	—	$	90,500

Devon Diaz
Chief Operating Officer	2020	$	200,000	$	—	$	—	$	19,500	$	—	$	219,500
	2019	$	50,000	$	—	$	31,250	$	18,000	$	—	$	99,250

(1) Mr. Diaz was hired in April 2019.

(2) The amount in column (e) reflects the grant date fair value of stock options granted in the associated fiscal year granted pursuant to the Company’s 2019 Stock Incentive Plan, computed in accordance with FASB ASC Topic 718. For further information on these awards, see NOTE 9 — SHARE-BASED COMPENSATION in the unaudited financial statements included in this filing.

(3) In the year ended June 30, 2019, the Company adopted an executive incentive compensation plan that provides for our Chief Executive Officer and Chief Operating Officer (the “Executives”) to earn additional compensation based on achievement of our business objectives, including raising additional working capital. During the years ended June 30, 2020 and 2019, we advanced incentive compensation in the amounts noted in the table above to the Executives that will be earned once we achieve our business objectives.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

(a) Security ownership of certain beneficial owners.

The following table sets forth, as of the date of this Offering Statement, the number of shares of Preferred Stock and Common Stock owned of record and beneficially by executive officers, directors and persons who hold 5% or more of the outstanding Common Stock of the Company. Also included are the shares held by all executive officers and directors as a group.

The Company was formed in March 5, 2007 as a Nevada Stock Corporation. Upon its formation, the Company issued 75,000 shares of Common Stock.

Name & Address	Amount Owned Prior to Offering	Amount Owned After Offering
Mr. Joseph Francella Chief Executive Officer Limitless Ventures, Inc. 121 E. 36^th Street Tulsa, OK 74106	Common Stock: 1,667 Shares (0.00013% Preferred Stock: 1 Series G Preferred Share	Common Stock: 1,667 Shares (0.00093%) Preferred Stock: 1 Series G Preferred Share

Mr. Devon Diaz Chief Operating Officer 7122 S. Sheridan Rd. Tulsa, OK 74133	Common Stock: 7,441 Shares (0.000576%%) Preferred Stock: No Shares	Common Stock: 7,441 Shares (0.000415%) Preferred Stock: No Shares

New Shareholders from this Offering Limitless Venture Group, Inc., Inc.	Common Stock: No Shares Preferred Stock: No Shares	Common Stock: 30,000,000 Shares (0.279%) Preferred Stock: No Shares

ITEM 13. INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS.

Our majority voting shareholder is Mr. Joseph Francella the Company’s Chief Executive Officer. Upon the completion of this Offering, Mr. Francella will continue to own the majority of the issued and outstanding voting control of the Company via the Series G Preferred Stock, which grants to Mr. Francella 51% of the voting control of the Company. Consequently, these shareholders control the operations of the Company and will have the ability to control all matters submitted to Stockholders for approval, including:

	●	Election of the board of directors;
	●	Removal of any directors;
	●	Amendment of the Company’s certificate of incorporation or bylaws and
	●	Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination.

Mr. Francella will thus have complete control over the Company’s management and affairs. Accordingly, this ownership may have the effect of impeding a merger, consolidation, takeover or other business consolidation, or discouraging a potential acquirer from making a tender offer for the Common Stock. This registration statement contains forward-looking statements and information relating to us, our industry and to other businesses.

Except as otherwise indicated herein, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 11 of Form 1-A, Model B.

ITEM 14. SECURITIES BEING OFFERED.

Common Stock Shares

The Securities to be offered with this proposed offering shall be initially offered by Company, mainly by Mr. Joseph Francella, the Company’s Chief Executive Officer. The Company anticipates engaging members of the Financial Regulatory Authority (“FINRA”) to sell the Securities for the Company.

The Company anticipates that any FINRA Broker Dealer Manager will receive selling commissions of five to ten percent of the offering proceeds, which it may re-allow and pay to participating FINRA Broker Dealers who sell the Company’s securities. The Company’s FINRA Broker dealer Manager may also sell the Securities as part of a selling group, thereby becoming entitled to retain a greater portion of the selling commissions. Any portion of the selling commissions retained by the FINRA Broker Dealer Manager would be included within the amount of selling commissions payable by the Company and not in addition to.

The Company anticipates that its FINRA Broker Dealer Manager may enter into an agreement with the Company to purchase “Underwriter Warrants” of up to 10% of the shares sold. Should the Company enter into an Underwriter Warrants Agreement with its FINRA Broker Dealer Manager, a copy of the agreement will be filed with the United States Securities and Exchange Commission as an Exhibit to an amended Registration Statement of which this Offering is part.

The Company anticipates that the Company and any FINRA Broker dealer will each enter into a Broker Dealer Manager Agreement, which will be filed with the United States Securities and Exchange Commission as an Exhibit to an amended Registration Statement of which this Offering is part, for the sale of the Company’s securities. FINRA Broker Dealers desiring to become members of a Selling Group will be required to execute a Participating Broker Dealer Agreement with the Company’s FINRA Broker Dealer, either after or before the date of this Registration Statement.

In order to subscribe to purchase the Securities, a prospective Investor must complete, sign and deliver the executed Purchase Questionnaire and Subscription Agreement and Form W-9 to Limitless Venture Group, Inc. and either mail or wire funds for its total subscription amount in accordance with the instructions included in the Subscription Package.

The description of certain matters relating to the securities of the Company is a summary and is qualified in its entirety by the provisions of the Company’s Certificate of Incorporation and By-Laws, copies of which have been filed as exhibits to this Form 1-A.

(a) Description of Company Common Stock.

The Company is authorized by its Amended and Restated Articles of Incorporation to issue an aggregate of 1,000,000,000 shares of Common stock, $0.001 par value per share (the "Common Stock"). On March 31, 2019, the Company filed an amendment to its Restated Certificate of Incorporation to affect a 1-for-300 reverse split of its issued and outstanding common stock that became effective in July 2020. Unless otherwise noted, all references herein to the number of common shares, price per common share or weighted average number of common shares outstanding have been adjusted to reflect this reverse stock split on a retroactive basis. As of June 30, 2020, 12,966,967 shares of Common Stock were issued and outstanding.

All outstanding shares of Common Stock are of the same class and have equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company. All stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available. In the event of liquidation, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights except for the voting rights for the election of Directors.

(b) Background Information on the Preferred Stock. To date, the Company has issued 3,341.839 shares of Preferred stock which is equivalent to 3,583,339 shares of the Company’s Common Stock. On May 22, 2012, the Company authorized one share of no par Series G Preferred (“G”) that entitles the holder to (i) exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisioners of the articles of incorporation if any amendment would alter or change any preference or any relative or any right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of voting power of such class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof, (ii) exercise the holder’s voting power without converting the G into Common Stock and (iii) convert, at the holder’s sole option, a share of G Preferred Stock into Common Stock upon providing the Company with fifteen days written notice with the number of Common shares to be issued being equal to 51% of the then outstanding Common Stock. The share of G is held by the Company’s Chief Executive Officer.

(c) Other Debt Securities. The Company has raised capital by issuing convertible notes payable. As of June 30, 2020, $1,526,746 in convertible notes is outstanding which was convertible into 4,356,152 shares of Company Common Stock.

(d) Other Securities to Be Registered. None.

Security Holders

As of September 30, 2020, there were 12,966,967 shares of the Company’s Common Stock outstanding, which were held of record by approximately 105 stockholders, not including persons or entities that hold the stock in nominee or “street” name through various brokerage firms.

Indemnification of Directors and Officers:

The Company is incorporated under the laws of Nevada. Nevada General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses including attorneys’ fees, judgments, fines and amounts paid in settlement in connection with various actions, suits or proceedings, whether civil, criminal, administrative or investigative other than an action by or in the right of the corporation, a derivative action, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses including attorneys’ fees incurred in connection with the defense or settlement of such actions and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s certificate of incorporation, bylaws, agreement, and a vote of stockholders or disinterested directors or otherwise.

The Company’s Certificate of Incorporation provides that it will indemnify and hold harmless, to the fullest extent permitted by Nevada’s General Corporation Law, as amended from time to time, each person that such section grants us the power to indemnify.

Nevada’s General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for:

	●	any breach of the director’s duty of loyalty to the corporation or its stockholders;
	●	acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
	●	payments of unlawful dividends or unlawful stock repurchases or redemptions; or
	●	any transaction from which the director derived an improper personal benefit.

The Company’s Certificate of Incorporation provides that, to the fullest extent permitted by applicable law, none of our directors will be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this provision will be prospective only and will not adversely affect any limitation, right or protection of a director of our company existing at the time of such repeal or modification.

Limitless Venture Group, Inc.

Unaudited Consolidated Financial Statements

Contents


Balance Sheets as of June 30, 2020 and June 30, 2019 (Unaudited)		F-2

Statement of Operations for the years ended June 30, 2020 and June 30, 2019 (Unaudited)		F-3

Statement of Stockholders’ Equity (Deficit) (Unaudited)		F-4

Statement of Cash Flows for the years ended June 30, 2020 and June 30, 2019 (Unaudited)		F-5

Notes to Consolidated Financial Statements		F-6


LIMITLESS VENTURE GROUP, INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
	June 30, 2020			June 30, 2019

ASSETS
Current assets:
Cash and cash equivalents	$	51,020		$	34,190
Accounts receivable		—			453
Convertible note proceeds receivable		—			25,000
Inventory		52,533			54,473
Prepaid and other current assets		187,230			392,680
Incentive compensation advances		119,500			44,500
Total current assets		357,963			551,296
Property and equipment		120			—
Goodwill and amortizable intangible assets, net		1,002,448			166,883
Total assets	$	1,412,851		$	718,179

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term advances	$	154,891		$	26,416
Accounts payable and accrued liabilities		1,609,894			782,414
Convertible and promissory notes payable		1,526,746			1,051,850
Total current liabilities		3,291,531			1,860,680
Total liabilities		3,291,531			1,860,680
Commitments and contingencies (Note 11)

Deficiency in stockholders' equity:
Preferred stock, no par value; 44.5 shares authorized,
issued and outstanding as of June 30, 2020 and 1share authorized, issued and outstanding at June 30, 2019		3			—
Common stock, $0.001 par value; 14,000,000 shares authorized; 12,966,967 shares issued and outstanding as of June 30, 2020 and June 30, 2019		3,875,000			3,875,000
Noncontrolling interest		(469,688)			—
Additional paid-in capital		12,802,993			12,246,153
Accumulated deficit		(18,086,988)			(17,263,654)
Total deficiency in stockholders' equity		(1,878,680	)		(1,142,501)
Total liabilities and deficiency in stockholders' equity	$	1,412,851		$	718,179

See accompanying notes to unaudited consolidated financial statements.

[

LIMITLESS VENTURE GROUP, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Three Months				For the Year
	Ended June 30,				June 30,
		2020		2019	2020	2019

REVENUE	$	80,368	$	46,934	$ 81,816	$ 47,294

COSTS OF REVENUE AND OPERATING EXPENSES
Costs of revenue		35,886		(96)	35,886	286
Sales and marketing		15,671		40,384	17,239	43,144
General and administrative		156,987		235,853	684,673	257,071
Share-based compensation expense		31,250		62,500	156,250	62,500
Depreciation and amortization expense		(78,967)		11,917	(11,917)	11,917
Total costs of revenue and operating expenses		160,737		350,558	882,131	374,918

Loss from operations		(80,369)		(303,624)	(800,315)	(327,918) )

Other income (expense)
Other income		—		5,650	—	88,859
Interest expense		(14,853)		(45,747)	(54,683)	(84,868)
Other (expense) income, net		(14,853)		40,097	(54,683)	3,991

(Loss) income before income taxes		(65,516)		(343,721)	(854,998)	(323,633)
Income tax expense		—		—	—	—
Net (loss) income	$	(65,516)	$	(343,721)	$ (854,998)	$ (323,633)

Let net income attributable to noncontrolling interest		(31,665)		—	(31,665)	—

Net loss attributable to Limitless Venture Group, Inc.		(33,851)		(343,721)	(823,333)	(323,633)

Basic (loss) income per common share	$	(0.01)	$	(0.03)	$ (0.06)	$ (0.03)
Diluted (loss) income per common share	$	(0.01)	$	(0.03)	$ (0.06)	$ (0.03)

Weighted average basic and diluted shares outstanding		12,916,667		12,916,667	12,916,667	12,916,667
Weighted average diluted shares outstanding		12,916,667 3,875,000,000		14,000,000	12,916,667	14,000,000

See accompanying notes to unaudited consolidated financial statements.

LIMITLESS VENTURE GROUP, INC.

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

Year Ended June 30, 2020



		Stock						Additional paid-in			Accumulated			Total stockholders’
		Common	Preferred		Noncontrolling interest			capital			deficit			equity
Balance at July 1, 2019	$	3,875,000	$	—	$	—		$	12,246,153		$	(17,263,654	)	$	(1,142,501	)
Termination of acquision agreements (See Note 2)								(178,800		)				(178,800		)
Share-based compensation expense		—	—		—			156,250			—			156,250
Acquisition of controlling interest in Rokin, Inc.		—	3		(438,023		)	579,390			—			390,748
Net loss		—	—		(31,665		)	—			854,998			823,333
Balance at June 30, 2020	$	3,875,000	$	3	$	(469,688	)	$	12,802,933		$	(18,086,998	)	$	(1,878,680	)

See accompanying notes to unaudited consolidated financial statements.

LIMITLESS VENTURE GROUP, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the Years Ended June 30,
		2020		2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(854,998)	$	(323,633)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		30		11,917
Share-based compensation expense		156,250		62,500
Gain on extinguishment of note payable principal and interest		—		(38,165)
Gain on exchange of note payable for inventory and trademark		—		(48,044)
Change in operating assets and liabilities:
Accounts receivable		453		(453)
Incentive compensation advances		(75,000)		(44,500)
Prepaid and other current assets		(48,808)		(4,200)
Inventory		99,905		(5,724) (5,801—
Accounts payable and accrued liabilities		577,347		273,293
Net cash used in operating activities		(144,821)		(117,009)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash acquired in acquisition of Rokin, Inc.		29,753		—
CASH FLOWS FROM FINANCING ACTIVITIES:
Extinguishment of notes payable principal		—		99,200
Services paid by issuances of convertible notes payable		—		36,520
Change in noncontrolling interest		3,423		—
Short-term advances, net of repayments		128,475		15,250
Net cash provided by financing activities		131,898		150,970

Net (decrease) increase in cash and cash equivalents		16,830		33,961
Cash and cash equivalents at beginning of period		34,190		229
Cash and cash equivalents at end of period	$	51,020	$	34,190

Supplemental disclosure of cash and non-cash transactions:
Interest paid	$	—	$	—
Income taxes paid	$	—	$	—

See accompanying notes to unaudited consolidated financial statements.

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 — CONVERTIBLE NOTES PAYABLE, as of June 30, 2020, we have $791,850 in outstanding principal obligations on convertible notes payable to several note holders and are delinquent on the majority of our note repayment obligations. During the year ended June 30, 2020, the Company also incurred a net loss of $823,333. There can be no assurance that we will successfully renegotiate the loans’ terms, however we believe our current liquidity and funds from our ongoing operations will be sufficient to fund operations and meet the Company’s cash needs for future loan repayments, working capital and capital expenditure requirements for at least the next twelve months from the date of issuance of these unaudited consolidated financial statements. In making this assessment, we considered our $19,795 in cash and cash equivalents and our ability to pay for services with convertible notes and raise additional cash through sales of convertible notes. No adjustments have been made to our unaudited consolidated financial statements to reflect the uncertainty of our financial condition.

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 years ended June 30, 2020 and 2019 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-based Compensation — 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.

Allowance for Doubtful Accounts — We make judgments related to our ability to collect outstanding accounts receivable and unbilled work-in-progress. We provide allowances for receivables when their collection becomes doubtful by recording an expense. We determine the allowance based on our assessment of the realization of receivables using historical information and current economic trends, including assessing the probability of collection from customers. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments owed to us, an increase in the allowance for doubtful accounts would be required. We evaluate the adequacy of the allowance regularly and make adjustments accordingly. Adjustments to the allowance for doubtful accounts could materially affect our results of operations.

Sales and Use Tax — Applicable revenue-based state and use taxes are included in revenue.

Advertising and Promotion Costs — Advertising and promotion costs are expensed as incurred. Advertising costs totaled approximately $4,739 and $351 for the years ended June 30, 2020 and 2019, respectively.

Property and Equipment and Long-Lived Assets — Property and equipment are stated at cost or estimated fair value if acquired in an acquisition, less accumulated depreciation, and are depreciated over their estimated useful lives, or the lease term, if shorter, using the straight-line method. Leasehold improvements are stated at cost, less accumulated amortization, and are amortized over the shorter of the lease term or estimated useful life of the asset. Maintenance and repair costs are expensed as incurred.

We review our long-lived assets, such as property and equipment and purchased intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. We evaluate the recoverability of an asset or asset group by comparing its carrying amount to the estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds its estimated future cash flows, we recognize an impairment charge as the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset.

Recent Accounting Pronouncements — In December 2019, the FASB issued ASU 2019-12, Income Taxes (ASC 740) — Simplifying the Accounting for Income Taxes. ASU 2019-12 which modifies ASC 740 to simplify the accounting for income taxes. The ASU removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. ASU 2019-12 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2020. We have not yet completed the full assessment of the impact on our condensed consolidated financial statements or related disclosures.

In June 2020, The FASB issued ASU 2020-03, Codification Improvements to Financial Instruments – Issue 4: Cross-Reference to Line of-Credit or Revolving-Debt Arrangements Guidance in Subtopic 470-50. Stakeholders the ASU requests that paragraphs 470-50-40-17 through 40-18, which describe the accounting for fees between debtor and creditor and third-party costs directly related to exchanges or modifications of debt instruments, reference paragraph 470-50-40-21 for line-of-credit or revolving-debt arrangements. We have not yet completed the full assessment of the impact on our condensed consolidated financial statements or related disclosures.

Management has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on our consolidated financial statements and related disclosures.

NOTE 2 — ACQUISITIONS

On June 26, 2019, through SHHI, a wholly owned subsidiary of the Company, and three individuals incorporated Emergent Design-Build Systems LLC (“EDBS”). SHHI and EDBS are both companies incorporated under the laws of Oklahoma. SHHI owns 60% of the ownership units in the LLC and the three individuals own 16%, 12% and 12%, respectively. EDBS is an Oklahoma-based agricultural design and construction business. We issued a total of 10 shares of LVGI Series I Preferred Stock (“Series I”) to the individuals that may be converted, at the holders’ option, into a total of 33,333 shares of LVGI Common Stock. In August 2020, we determined that EDBS had been dormant since incorporation, that the three individuals did not contribute to the business and as a result, we plan to dissolve EDBS and extinguish the Series I shares.

We accounted for this business combination by applying the acquisition method, and accordingly, the purchase price was allocated to the investment in EDBS based upon the fair value of the 33,333 shares of LVGI Common Stock at the acquisition date. The excess of the purchase price over SHHI’s 60% share of EDBS’s net assets and liabilities, approximately $11,000, was initially recorded as intangible technology. We subsequently determined that the purchase price had no value and, as of June 30, 2020, we eliminated the intangible asset and amortization expense incurred up to that date.

On April 18, 2019, we completed the purchase by SHHI of 75% ownership of Vertical Farm Mechanics LLC (“Vertical”). Vertical is incorporated under the laws of North Dakota. Under the terms of the Purchase Agreement, dated as of April 18, 2019 (the “Purchase Agreement”), the selling unitholders of Vertical agreed to sell 75% of the ownership units in the LLC relating to Vertical’s U.S.-based hemp agricultural business for 10 shares of LVGI Series H Preferred Stock (“Series ”) that may be converted, at the holder’s option, into 166,667 shares of LVGI Common Stock. In August 2020, we determined that Vertical had been dormant since the acquisition date, that the selling unit holders did not contribute to the business and as a result, we plan to dissolve Vertical and extinguish the Series H shares.

We accounted for this business combination by applying the acquisition method, and accordingly, the purchase price was allocated to the investment in Vertical based upon the fair value of the 166,667 shares of LVGI Common Stock at the acquisition date. The excess of the purchase price over SHHI’s 75% share of Vertical’s net assets and liabilities, approximately $11,000, was recorded as intangible technology. We subsequently determined that the purchase price had no value and, as of June 30, 2020, we eliminated the intangible asset and amortization expense incurred up to that date.

On April 29, 2019, we completed the purchase by SHHI of 100% ownership of New Horizon Farms LLC (“New Horizon”). New Horizon is incorporated under the laws of Oklahoma. Under the terms of the Purchase Agreement, dated as of April 29, 2019 (the “Purchase Agreement”), the selling unitholder of New Horizon agreed to sell 100% of the ownership units in the LLC relating to New Horizon’s Oklahoma-based hemp farming, harvesting and processing business for 10 shares of LVGI Series K Preferred Stock (“Series K”) that may be converted, at the holder’s option, into 333,333 shares of LVGI Common Stock. Under terms of the Purchase Agreement, at the time of acquisition, New Horizon has contracts for cultivation of two thousand acres of hemp with an option to cultivate an additional forty thousand acres and has access to an Oklahoma City nursery facility to assist with hemp cultivation. SHHI and the selling unitholder entered into managerial services contract that compensates the selling unitholder with $3,500 monthly payments and quarterly payments equal to 25% of New Horizon’s net profits, effective upon initial funding of hemp production. As of June 30, 2020 and 2019, we had no obligation to the selling shareholder for managerial services and profit participation. In August 2020, we determined that New Horizon had been dormant since the acquisition date, that the selling unit holder did not contribute to the business and as a result, we plan to dissolve New Horizon and extinguish the Series K shares.

We accounted for this business combination by applying the acquisition method, and accordingly, the $110,000 purchase price was allocated to the estimated value of the New Horizon hemp farming contract and the customer relationship based upon the fair value of the 333,333 shares of LVGI Common Stock at the acquisition date. New Horizon was a new LLC at the time of acquisition and had no assets or liabilities. We subsequently determined that the purchase price had no value and, as of June 30, 2020, we eliminated the intangible asset and amortization expense incurred up to that date.

On May 3, 2019, we through SHHI, along with three individuals, incorporated Green Ocean Company LLC (“GOCO”) under the laws of Oklahoma. SHHI owns 51% of GOCO and the three individuals each own 16.33% (the “Minority Owners”). The results of GOCO’s operations have been included in the consolidated financial statements since the acquisition date.

On June 10, 2019, we completed the purchase by SHHI of 100% ownership of Black Ghost Enterprise, Inc. (“Black Ghost”). Black Ghost is incorporated under the laws of Florida. Under the terms of the Acquisition Agreement, dated as of June 10, 2019 (the “Acquisition Agreement”), the selling shareholder of Black Ghost agreed to sell 100% of the issued and outstanding shares of Black Ghost relating to Black Ghost’s Florida-based Boo Beary branded CBD oil-based products and Florida land development businesses for 7.5 shares of LVGI Series N Preferred Stock (“Series N”) that may be converted, at the holder’s option, into 250,000 shares of LVGI Common Stock. See Note 7 for a further description of the Series N Preferred Stock.

We accounted for this business combination by applying the acquisition method, and accordingly, the purchase price was allocated to the Boo Beary brand owned by Black Ghost based upon the fair value of the 250,000 shares of LVGI Common Stock at the acquisition date. The $48,750 purchase price of 100% share of Black Ghost was recorded as inventory. The results of Black Ghost’s operations have been included in the consolidated financial statements since the acquisition date.

On June 28, 2019, SHHI and two individual created Green Prizm LLC (“Green Prizm”). Green Prizm is incorporated under the laws of Texas. SHHI owns 51% of the ownership units in the LLC and the two individuals each own 24.5%. Green Prizm is a Texas-based developer of an online business-to-business marketplace for the hemp industry. We issued one individual 3 shares of LVGI Series O Preferred Stock (“Series O”) and 3 shares of LVGI Series P Preferred Stock (“Series O”) to the other individual. Series O and P shares may be converted, at the holder’s option, into a total of 100,000 shares, respectively, of LVGI Common Stock. In August 2020, we determined that Green Prizm had been dormant since the acquisition date, that the two individuals did not contribute to the business and as a result, we extinguished the Series O and Series P shares.

We accounted for this business combination by applying the acquisition method, and accordingly, the $46,800 purchase price was allocated to the estimated value of Green Prizm’s technology based upon the fair value of the 200,000 shares of LVGI Common Stock at the acquisition date. Green Prizm was a new LLC at the time of acquisition and had no assets or liabilities. We subsequently determined that the purchase price had no value and, as of June 30, 2020, we eliminated the intangible asset and amortization expense incurred up to that date.

On May 6, 2020, we entered into an agreement with Rokin, Inc., a Nevada corporation, and its shareholders (“Rokin”) to acquire 356 outstanding shares of Rokin stock and 316 shares of newly issued shares of Rokin stock , collectlively representing 51% of Rokin’s outstanding stock. We agreed to pay Rokin, Inc, $206,000 in cash, $55,000 in products and services. The cash portion of the consideration consists of $20,000 that was payable on May 1, 2020, $40,000 that was payable by no later than June 30, 2020 and $146,000 that is payable in November 2020. We agreed to issue Rokin shareholders 3,333 shares of our Preferred Stock that may be converted into 3,333,333 shares of our Common Stock having an aggregate market value of $300,000.

We accounted for this business combination by applying the acquisition method, and accordingly, the purchase price was allocated to the assets and liabilities assumed based upon their fair values at the acquisition date. The $666,052 excess of the purchase price over the net assets and liabilities was recorded as goodwill. The results of the Roking operations have been included in the consolidated financial statements since the acquisition date.

The following table summarizes the purchase price and fair values of the assets acquired and liabilities assumed at the date of acquisition as adjusted for measurement period adjustments identified during the current year (in thousands):

At May 6, 2020 (preliminary)
Cash Consideration	$	206,000
Products and Services Consideration		55,000
Equity Consideration		300,000
Total purchase price	$	561,000


Cash and cash equivalents	$	29,753
Inventory	97,965
Accounts receivable	8,190
Equipment	151
Total identifiable assets	136,059

Loans payable, including accrued interest	(1,000,561)
Total identifiable liabilities	(1,000,561)
Net identifiable liabilities acquired	(864,502)
Noncontrolling interest in net identifiable liabilities	423,054
Net identifiable liabilities acquired, controlling interest portion	(441,448)
Goodwill	1,002,448
Net assets acquired	$	561,000

We borrowed $20,000 from our CEO to fund the first cash payment. Under terms of the agreement, we committed to raising $1,000,000 to be used primarily as working capital for the Rokin business.

NOTE 3 — GOODWILL AND INTANGIBLE ASSETS

We amortize identifiable intangible assets on a straight-line basis over their estimated two-year useful lives. As of June 30, 2020 and 2019 goodwill and identifiable intangible assets were as follows:

	June 30, 2020
		Gross Amount		Accumulated Amortization		Net Carrying Amount
Goodwill	$	1,002,448	$	—	$	1,002,448
	$	1,002,448	$	—	$	1,002,448


	June 30, 2019
		Gross Amount		Accumulated Amortization		Net Carrying Amount
Technology	$	68,800	$	(2,750)	$	66,050
Contracts		110,000		(9,167)		100,833
	$	178,800	$	(11,917)	$	166,883

NOTE 4 — ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The components of accounts payable and accrued liabilities are as follows:



	June 30, 2020	June 30, 2019
Accounts payable and accrued liabilities:
Accounts payable	$ 2,000	$ 15,423
Accrued interest	857,491	572,143
Accrued salaries	730,555	175,000
Other accrued liabilities	19,848	19,848
	$ 1,609,894	$ 782,414

In April 2019, we adopted an executive incentive compensation plan that provides for our Chief Executive Officer, President and Chief Operating Officer (the “Executives”) to earn additional compensation based on achievement of our business objectives, including raising additional working capital. As of June 30, 2020, we advanced a total of $119,500 in incentive compensation to the Executives that will be earned once we achieve our business objectives. As of June 30, 2018, prepaid incentive compensation was $44,500.

NOTE 5 — CONVERTIBLE AND PROMISSORY NOTES PAYABLE

Convertible Notes Payable

As of June 30, 2020 and 2019, we have convertible notes payable having aggregate principal balances of $762,850 and $497,000, respectively, that are in default. The notes may be converted into our Common Stock, subject to the limited number of available authorized common shares at June 30, 2020.

The components of the outstanding principal amounts for convertible notes are as follows:



	June 30, 2020	June 30, 2019
Convertible note holders:
CGS Investments LLC	$ 110,000	$ 110,000
Joseph Masone	75,650	75,650
Thomas Cox	313,000	313,000
Paul Ensminger	4,000	4,000
Jeremy Martin	—	10,000
Dane Casham	10,000	10,000
Duncan Weir	32,200	32,200
Zealcon, Inc.	—	250,000
Charis Retherford	50,000	50,000
Sarah Habuda	50,000	50,000
Will Retherford	50,000	50,000
Devmercs LLC	25,000	25,000
Adrian Ross Brown	10,000	10,000
Wesley R. Curry	50,000	50,000
Christopher Gibson	12,000	12,000
	$ 791,850	$ 1,051,850

On January 1, 2010, we issued an unsecured $110,000 convertible note that was subsequently acquired by CGS Investments LLC. The note is due on demand, accrues interest at 10% per annum and is convertible into our Common Stock at 50% discount to average close over trailing 20-days Share. The $110,000 note principal and $84,532 and $78,273 in accrued interest are outstanding at June 30, 2020 and 2019, respectively.

On December 19, 2011, we issued an unsecured $313,000 convertible note to Thomas Cox that matured on June 1, 2012, accrues interest at 12% per annum and is convertible into our Common Stock at $30.00 per share. The $313,000 note principal and $326,004 and $297,706 in accrued interest are outstanding at June 30, 2020 and 2019, respectively.

On October 15, 2015, we issued a non-interest bearing unsecured $4,000 convertible note to Paul Ensminger that is due on demand and is convertible into our Common Stock at a conversion price equal to a 50% discount to the three-day average closing price of our Common Stock upon request for conversion. The $4,000 note principal is outstanding at June 30, 2020 and 2019, respectively.

On January 22, 2019, we issued a $10,000 convertible note to Jeremy Martin that matured on July 21, 2019 and, upon maturity, accrues interest at the U.S. prime rate (5.5%) plus 2%. The note is secured by a blanket lien on all our assets and upon maturity may be converted at the option of Mr. Martin or our option should Mr. Martin request repayment in cash. The note principal was repaid in full in the fiscal year ended June 30. 2020.

On February 1, 2019, we issued a $10,000 convertible note that matured on August 1, 2019 and, upon maturity, accrues interest at the U.S. prime rate (5.5%) plus 2%. The note is secured by a blanket lien on all our assets and upon maturity may be converted at the option of the holder, Dane Basham, or our option should Mr. Basham request repayment in cash. The note principal is convertible into our Common Stock at a conversion price equal to $0.09 per share. The $10,000 note principal and $499 accrued interest are outstanding at June 30, 2020.

On June 13, 2019, we issued a $32,200 convertible note to Duncan Weir that matured on September 19, 2019 and, upon maturity, accrues interest at the U.S. prime rate (5.5%) plus 2%. The note is secured by a blanket lien on all our assets and upon maturity may be converted at the option of Mr. Weir or our option should Mr. Weir request repayment in cash. The note principal is convertible into our Common Stock at a conversion price equal to $0.09 per share. The $32,200 note principal and $1,284 accrued interest are outstanding at June 30, 2020.

On June 26, 2019, we issued a $250,000 convertible note to Zealcon, Inc. (“Zealcon”) that matures on September 26, 2019 and, upon maturity, accrues interest at the U.S. prime rate (5.5%) plus 2%. The note is secured by a blanket lien on all our assets and upon maturity may be converted at the option of Zealcon, or our option should Zealcon request repayment in cash. The note principal is convertible into our Common Stock at a conversion price equal to $0.0025 per share. In consideration for issuing the note, we received the right to $250,000 in services provided by Zealcon. In July 2020, we determined that Zealcon has permanently ceased operations and has not and will not perform the services contemplated when a provision for the convertible note was established. As a result, the $250,000 provision for issuance of the convertible note payable and $250,000 prepaid expense were eliminated on March 31, 2020.

On April 30, 2019, we issued three $50,000 convertible notes to Charis Retherford, Will Retherford and Sarah Habuda, respectively, that mature on October 27, 2019 and, upon maturity, accrues interest at the U.S. prime rate (5.5%) plus 2%. The note is secured by a blanket lien on all our assets and upon maturity may be converted at the option of each note holder. The note principal is convertible into our Common Stock at a conversion price equal to $1.50 per share. In consideration for issuing the note, we received the right to $150,000 in services provided by the individuals. As of June 30, 2020, the total of $150,000 note principal is outstanding, $4,808 in accrued interest is payable and $113,480 is included in prepaid expenses in our unaudited consolidated balance sheet.

On April 30, 2019, we issued a $25,000 convertible note to Devmercs LLC (“Devmercs”) that matures on October 27, 2019 and, upon maturity, accrues interest at the U.S. prime rate (5.5%) plus 2%. The note is secured by a blanket lien on all our assets and upon maturity may be converted at the option of Devmercs. The note principal is convertible into our Common Stock at a conversion price equal to $0.75 per share. In consideration for issuing the note, we received the right to $25,000 in services provided by Devmercs. As of June 30, 2020, the $25,000 note principal is outstanding and included in prepaid expenses and $801 of accrued interest is included in accounts payable and accrued liabilities in our unaudited consolidated balance sheet.

On May 9, 2019, we issued a $10,000 convertible note to Adrian Ross Brown that matures on November 9, 2019 and, upon maturity, accrues interest at the U.S. prime rate (5.5%) plus 2%. The note is secured by a blanket lien on all our assets and upon maturity may be converted at the option of Mr. Brown or our option should Mr. Brown request repayment in cash. The note principal is convertible into our Common Stock at a conversion price equal to $0.27 per share. The $10,000 note principal and $294 in accrued interest are outstanding at June 30, 2020.

On May 23, 2019, we issued a $12,000 convertible note to Christopher Gibson that matures on November 23, 2019 and, upon maturity, accrues interest at the U.S. prime rate (5.5%) plus 2%. The note is secured by a blanket lien on all our assets and upon maturity may be converted at the option of Mr. Gibson or our option should Mr. Gibson request repayment in cash. The note principal is convertible into our Common Stock at a conversion price equal to $0.27 per share. The $12,000 note principal and $294 in accrued interest are outstanding at June 30, 2020.

On June 19, 2019, we issued a $50,000 convertible note to Wesley R. Curry that matures on June 14, 2020 and, upon maturity, accrues interest at the U.S. prime rate plus 2% startng June 14, 2020. The note is secured by a blanket lien on all our assets and upon maturity may be converted at the option of Mr. Curry or our option should Mr. Curry request repayment in cash. The note principal is convertible into our Common Stock at a conversion price equal to $0.21 per share. The $50,000 note principal is outstanding at June 30, 2020.

Promissory Notes Payable

On December 31, 2017, Rokin entered into a Employee Compensation Loan Agreement with its Chief Executive Officer, who owns an equity interest in Rokin, (“Rokin CEO”) pursuant to which the Rokin CEO agreed to lend Rokin cash and perform CEO services that are repayable on April 1, 2023 with interest accruing at 15% per annum, compounding annually. As of May 6, 2020 and June 30, 2020, the outstanding loan principal was $332,000.

On January 16, 2017, Rokin entered into a Loan Agreement with two individuals, who own an equity interest in Rokin, pursuant to which Rokin borrowed $18,955 that is repayable on April 1, 2023 with interest accruing at 15% per annum, compounding annually. An earlier advance of $15,000 by the two individuals is being carried under the same terms as the January 16, 2017 Loan Agreement. On June 20, 2017, Rokin entered into a Loan Agreement with the same two individuals pursuant to which Rokin borrowed $10,000 that is repayable on June 20, 2022 with interest accruing at 15% per annum, compounding annually. On September 20, 2017, Rokin entered into a Loan Agreement with the same two individuals pursuant to which Rokin borrowed $10,000 that is repayable on September 20, 2022 with interest accruing at 15% per annum, compounding annually. On January 2, 2018, Rokin entered into a Loan Agreement with the same two individuals pursuant to which Rokin borrowed $12,500 that is repayable on September 20, 2022 with interest accruing at 15% per annum, compounding annually. On January 17, 2019, Rokin entered into a Loan Agreement with the same two individuals pursuant to which Rokin borrowed $10,000 that is repayable on September 20, 2022 with interest accruing at 15% per annum, compounding annually. On January 21, 2021, Rokin entered into a Loan Agreement with the same two individuals pursuant to which Rokin borrowed $2,475 that is repayable on September 20, 2022 with interest accruing at 15% per annum, compounding annually. As of May 6, 2020 and June 30, 2020, the outstanding loans’ principal was $68,930.

On January 16, 2017, Rokin entered into a Loan Agreement with with an entity that owns an equity interest in Rokin, pursuant to which Rokin borrowed $30,120 that is repayable on April 1, 2023 with interest accruing at 15% per annum, compounding annually. An earlier advance of $15,000 by the entity is being carried under the same terms as the January 16, 2017 Loan Agreement. On June 20, 2017, Rokin entered into a Loan Agreement with the same entity pursuant to which Rokin borrowed $16,000 that is repayable on June 20, 2022 with interest accruing at 15% per annum, compounding annually. On September 20, 2017, Rokin entered into a Loan Agreement with the same two individuals pursuant to which Rokin borrowed $20,000 that is repayable on September 20, 2022 with interest accruing at 15% per annum, compounding annually. On January 2, 2018, Rokin entered into a Loan Agreement with the same entity pursuant to which Rokin borrowed $17,444 that is repayable on September 20, 2022 with interest accruing at 15% per annum, compounding annually. On January 21, 2021, Rokin entered into a Loan Agreement with the same entity pursuant to which Rokin borrowed $3,960 that is repayable on September 20, 2022 with interest accruing at 15% per annum, compounding annually. As of May 6, 2020 and June 30, 2020, the outstanding loans’ principal was $112,524.

On January 16, 2017, Rokin entered into a Loan Agreement with two individuals, who own an equity interest in Rokin, pursuant to which Rokin borrowed $13,269 that is repayable on April 1, 2023 with interest accruing at 15% per annum, compounding annually. An earlier advance of $10,500 by the two individuals is being carried under the same terms as the January 16, 2017 Loan Agreement. On June 20, 2017, Rokin entered into a Loan Agreement with the same two individuals pursuant to which Rokin borrowed $7,000 that is repayable on June 20, 2022 with interest accruing at 15% per annum, compounding annually. On September 20, 2017, Rokin entered into a Loan Agreement with the same two individuals pursuant to which Rokin borrowed $10,000 that is repayable on September 20, 2022 with interest accruing at 15% per annum, compounding annually. On January 2, 2018, Rokin entered into a Loan Agreement with the same entity pursuant to which Rokin borrowed $9,636 that is repayable on September 20, 2022 with interest accruing at 15% per annum, compounding annually. On January 21, 2021, Rokin entered into a Loan Agreement with the same entity pursuant to which Rokin borrowed $1,738 that is repayable on September 20, 2022 with interest accruing at 15% per annum, compounding annually. As of May 6, 2020 and June 30, 2020, the outstanding loans’ principal was $52,143.

On September 15, 2017, Rokin entered into a Loan Agreement with the Rokin CEO and an entity controlled by the Rokin CEO pursuant to which the Rokin CEO and related entity agreed to lend Rokin $20,000 that is repayable on September 1, 2022 with interest accruing at 15% per annum, compounding annually. Earlier advances of $110,000 by the Rokin CEO is being carried under the same terms as the January 16, 2017 Loan Agreement. As of May 6, 2020 and June 30, 2020, the outstanding loan principal was $130,000.

On January 16, 2017, Rokin entered into a Loan Agreement with two individuals, who own an equity interest in Rokin, pursuant to which Rokin borrowed $17,000 that is repayable on September 1, 2022 with interest accruing at 15% per annum, compounding annually. On January 18, 2019, Rokin entered into a Loan Agreement with the same two individuals pursuant to which Rokin borrowed $3,000 that is repayable on September 20, 2022 with interest accruing at 15% per annum, compounding annually. As of May 6, 2020 and June 30, 2020, the outstanding loan principal was $20,000.

On January 22, 2019, Rokin entered into a Loan Agreement with an individual, who own an equity interest in Rokin, pursuant to which Rokin borrowed $35,000 that is repayable on September 1, 2022 with interest accruing at 15% per annum, compounding annually. As of May 6, 2020 and June 30, 2020, the outstanding loan principal was $35,000.

On January 2, 2019, Rokin received a $19,300 non-interest bearing advance from an individual. As of May 6, 2020 and June 30, 2020, the outstanding advance was $19,300.

NOTE 6 – SHORT-TERM ADVANCES

As of June 30, 2020 and 2019, we owed $154,891 and $26,416, respectively, to the Chief Executive Officer for cash advanced to us for operating purposes. The advances are repayable on demand.

NOTE 7 − STOCKHOLDERS’ EQUITY

Reverse Stock Split

Preferred Stock

As of June 30, 2020, and 2019, we have the following shares of issued and outstanding Preferred Stock.


Preferred Stock Series
G		1.000
N		7.500
T		766.667
U		727.001
V		700.001
W		528.001
X		330.001 330.001
Y		231.667 330.001
Z		33.334
AA		16.667 16.66
		3,341.839

Certain Anti-Takeover Provisions/Agreements with Stockholders

NOTE 8 — (LOSS) INCOME PER COMMON SHARE

We compute basic (loss) income per share (“IPS”) by dividing net income or loss available to common stockholders by the weighted average number of shares outstanding during the period, including common stock issuable under participating securities. We compute diluted IPS using the weighted average number of shares outstanding, including participating securities, plus all potentially dilutive common stock equivalents. Common stock equivalents consist of stock options and restricted stock.

As a result of our loss for the year ended June 30, 2020, basic and diluted IPS are $(0.00) and $(0.00), respectively, because any potentially dilutive shares are excluded from determining the dilutive IPS per share. For the year ended June 30, 2020, 41,666,667 shares, respectively, underlying stock options were excluded from the dilutive stock calculation because their exercise prices were greater than the average fair value of our common stock for the period. As of June 30, 2020, 1,905,763 shares are potentially issuable upon conversion of convertible note principal and interest at the applicable conversion price for each note, of which 1,356,986 shares relate to convertible notes having conversion prices in excess of or equal to the $0.12 closing price of our Common Stock at June 30, 2020.

All shares of unvested stock options were excluded from basic and dilutive earnings per share.

No stock options were outstanding in the year ended June 30, 2019. As of June 30, 2019, 13,528,773 shares were potentially issuable upon conversion of convertible note principal and interest at the applicable conversion price for each note, of which 21,300 shares relate to a convertible note having a conversion price in excess of the $0.06 closing price of our Common Stock at June 30, 2019.

NOTE 9 — SHARE-BASED COMPENSATION

We account for stock-based compensation by applying a fair-value-based measurement method to account for share-based payment transactions with employees and directors, and record compensation cost for all stock awards granted and awards modified, repurchased, or cancelled after that date, using the modified prospective method. We record compensation costs associated with the vesting of unvested options on a straight-line basis over the vesting period. With respect to our stock-based compensation plans, we recognized share-based compensation expense in the unaudited consolidated statements of operations $31,250 and $62,500 for the three-month periods ended June 30, 2020, respectively, and $156,250 and $62,500 for the years ended June 30, 2020 and 2019, respectively.

Stock Incentive Plan

In June 2019, our Board of Directors approved the 2019 Stock Incentive Plan (the “2019 Stock Plan”). Awards permitted under the 2019 Stock Plan include: Stock Options and Other Stock-Based Awards. Awards issued under the 2019 Stock Plan are at the discretion of the Board of Directors

The following is a summary of stock option activity under the 2019 Stock Plan for the years ended June 30, 2020 and 2019:


				Weighted-
				Average
			Weighted-	Remaining
			Average	Contractual		Aggregate
	Number of		Exercise	Term		Intrinsic
	Shares		Price	(Years)		Value
Options outstanding at June 30, 2019	1,666,666	$	0.30	1.75	$	—
Less options forfeited/cancelled	833,333		—
Less options exercised	—		—
Add options granted	—	$	—	—	$	—
Options outstanding at June 30, 2020	833,333	$	0.30	1.00	$	—

Options exercisable at June 30, 2020	416,667	$	0.001	—	$	—

There were no stock options granted during the nine months ended June 30, 2020. As of June 30, 2020, there was $125,000 of total unrecognized compensation costs related to unvested stock options. These costs are expected to be recognized over a weighted average period of 1.00 year. The total fair value of stock options vested during the year ended June 30, 2020 was $0.

On January 26, 2014, we entered into an employment agreement with our Chief Executive Officer that gives the Chief Executive Officer the right to receive a three-year option to purchase up to 60,000,000 shares of our Common Stock at $0.001 per share. To date, no options have been issued pursuant. Pursuant to the amended the employment agreement effective April 1, 2019, the options, once granted, will have no expiration date.

NOTE 10 —GEOGRAPHICAL INFORMATION

We are headquartered in Tulsa, Oklahoma. All of our long-lived assets are in the U.S.

NOTE 11 — COMMITMENTS AND CONTINGENCIES

(a) Lease Commitments

Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. The Company has no operating leases. Rent expense was $0 for the years ended June 30, 2020 and 2019, respectively.

(b) Other Commitments

As permitted under Nevada law, we have agreements with officers and directors under which we agree to indemnify them for certain events or occurrences while the officer or director is, or was, serving at our request in this capacity. The term of the indemnification period is indefinite. There is no limit on the amount of future payments we could be required to make under these indemnification agreements. Given our historical record of no claims having been made against our officers and directors, we believe the estimated fair value of these indemnification agreements is minimal. Accordingly, there were no liabilities recorded for these agreements as of June 30, 2020 and 2019.

(c) Litigation

From time to time, we are involved in various legal matters arising in the normal course of business. The outcome of this matter is undetermined at this time and currently do not expect the out of any such proceedings, either individually or in the aggregate, to have a material effect on our financial position, cash flows or results of operations.

On November 11, 2019, we received a letter from one of the GOCO Minority Owners that seeks payment of cash and our shares as settlement of the convertible notes held by the GOCO Minority Owners. We are reviewing the matter and believe that the claim has no material effect on our unaudited condensed consolidated financial statements as of June 30, 2020.

(d) Employment Agreements

On June 6, 2019, we entered into an employment agreement with SHHI’s Chief Operating Officer that provides for an annual salary of $200,000, participation in our 2019 Stock Option Plan and incentive compensation plan and eight weeks of annual paid leave. On April 1, 2019, we granted our Chief Operating Officer 833,333 stock options having a grant price of $0.30 per share, a two-year term, quarterly vesting on a straight-line basis and the right to start exercising on April 1, 2020. On August 8, 2019, we amended the employment agreement to reassign his role to be SHHI’s Chief Executive Officer. On October 10, 2019, SHHI’s Chief Executive Officer resigned and asserted a claim for unpaid compensation. We believe that the claim has no material effect on our unaudited condensed consolidated financial statements as of June 30, 2020.

On June 6, 2019, we entered into an employment agreement with SHHI’s Chief Executive Officer and President that provides for an annual salary of $200,000, participation in our 2019 Stock Option Plan and incentive compensation plan and eight weeks of annual paid leave. On April 1, 2019, we granted our Chief Executive Officer and President 833,333 stock options having a grant price of $0.30 per share, a two-year term, quarterly vesting on a straight-line basis and the right to start exercising on April 1, 2020. On August 8, 2019, we amended the employment agreement to reassign his role to be LVGI’s Chief Operating Officer.

On January 26, 2014, we entered into an employment agreement with our Chief Executive Officer (“CEO Agreement”) that provides for his services for a nine-month period ended July 15, 2014 and is automatically extended for one-year periods provided that neither party has terminated the Agreement with 60-day prior written notice. Compensation under the CEO Agreement consists of a $1 annual salary and the right to receive a three-year option to purchase up to 200,000 shares of our Common Stock at $0.30 per share. The CEO Agreement provides for the payment of an annual operational incentive bonus in the amount of 1% of fiscal year revenues, provided we are profitable under terms defined by the CEO Agreement, an annual profit incentive bonus equal to 1% of our pre-tax operating profits, a discretionary bonus determined by our Board of Directors all of which bonuses are payable in our Common Stock and cash of an equal basis. In the event that any of the our product lines are sold, the CEO Agreement calls for the Chief Executive Officer to be paid 3% of the gross proceeds from the sale at closing. Effective April 1, 2019, we agreed to amend the CEO Agreement to provide for an annual salary of $300,000 payable in cash and to reaffirm that our Chief Executive Officer has the right to receive 200,000 stock options and that such option have no expiration date. We have not yet issued the stock option. For the years ended June 30, 2019 and 2018, no discretionary bonuses were awarded and we incurred no bonus expense under the terms of the CEO Agreement, as amended.

NOTE 11 — SUBSEQUENT EVENTS

On July 1, 2020, we sold our COO a convertible note payable for $15,000. The note matures on June 30, 2021 and, upon maturity, accrues interest at the U.S. prime rate plus 2%. Note principal may, at the option of the noteholder, be converted in LVGI Common Stock at a fixed price of $0.02 per share. The note is secured by a blanket lien on all our assets.

On August 18, 2020, LVGI entered into an agreement with KetoSports to acquire 550 shares of KetoSport, representing 51% of KetoSports’ outstanding common stock in exchange for $225,000 in cash, shares of LVGI Preferred Stock that may be converted into LVGI common stock having an aggregate market value of $225,000 upon issuance and marketing services provided by LVGI that is valued at $75,000.

On August 18, 2020, LVGI and Leonite Capital, LLC (“Leonite”) entered into a series of agreements pursuant to which LVGI agreed to sell Leonite senior secured convertible notes (“Note”), issue warrants to Leonite, give Leonite priority rights to purchase shares of LVGI Common Stock should LVGI sell shares through its approved Registration on Form 1-A for up to $1,500,000 in issuance proceeds, give Leonite the right of first refusal on future LVGI financings, and give Leonite the right to acquire a minority interest in future LVGI acquisitions. LVGI sold a $390,000 Note to Leonite that has a 10% original issuer discount, an interest rate equal to the greater of 10% or the U.S. prime rate plus 6.75%, monthly interest payments, six equal monthly principal payments starting in June 2021, 270,900 shares of LVGI Common Stock, warrants to purchase 1,875,000 shares of LVGI Common Stock at $0.08 per share for up to five years, and the right to convert the Note into LVGI Common Stock at $0.05 per share.

On October 7, 2020, we issued a $26,250 convertible note payable to an individual as compensation for product marketing services. The note matures on October 7, 2021 and, upon maturity, accrues interest at the U.S. prime rate plus 2%. Note principal may, at the option of the noteholder, be converted in LVGI Common Stock at a fixed price of $0.09 per share. The note is secured by a blanket lien on all our assets.

PART III

EXHIBIT INDEX

			Incorporated by reference
Exhibit	Exhibit Description	Filed herewith	Form	Period Ending	Exhibit	Filing Date
1.1	Articles of Incorporation, as currently in effect		1-A		2.1	12/9/2019
3.2	Bylaws, as currently in effect		1-A		2.2	12/9/2019
4.1	Subscription Agreement	X	1-A POS		4.1
4.2	Stock Incentive Plan		1-A/A		4.2	1/30/2020
7.1	Acquisition Agreement By and Among Limitless Venture Group, Inc. and KetoSports, Inc. and Shareholders of KetoSports, Inc. dated August 18, 2020	X	1-A POS
7.2	Acquisition Agreement By and Among Limitless Venture Group, Inc. and Rokin, Inc. and Shareholders of Rokin, Inc. dated May 1, 2020	X	1-A POS
12	Opinion of Thomas C. Cook, Esq., regarding the legality of the securities being registered	X	1-A POS

SIGNATURES

Pursuant to the Requirements of the Securities Act of 1933, the Registrant has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on February 9, 2021.

	Limitless Venture Group, Inc.

	By:	Mr. Joseph Francella

	/s/
	Name:	Mr. Joseph Francella
	Title:	Chief Executive Officer and Director (principal executive officer, principal accounting officer)

	By:	Mr. Devon Diaz

	Title: Director

EX1A-4 SUBS AGMT 3 ex4subagr.htm

Exhibit 4 - Subscription Agreement

Limitless Venture Group, Inc.

121 E. 36^th Street

Tulsa, OK 74106

http://www.lvginc.com

Company Direct: (918) 671-9935

SUBSCRIPTION AGREEMENT

Common Stock Shares 1 to 1,500,000,000

Subject to the terms and conditions of the shares of Common Stock Shares (the "Shares”) described in the Limitless Venture Group, Inc. Offering Circular dated December 5, 2019 (the "Offering"), I hereby subscribe to purchase the number of shares of Common Stock set forth below for a purchase price of $0.001 per share. Enclosed with this subscription agreement is my check (Online “E-Check” or Traditional Papery Check) or money order made payable to "Limitless Venture Group, Inc." evidencing $0.05 for each share of Common Stock Subscribed.

I understand that my subscription is conditioned upon acceptance by Limitless Venture Group, Inc. Company Managers and subject to additional conditions described in the Offering Circular. I further understand that Limitless Venture Group, Inc. Company Managers, in their sole discretion, may reject my subscription in whole or in part and may, without notice, allot to me a fewer number of shares of Common Stock that I have subscribed for. In the event the Offering is terminated, all subscription proceeds will be returned with such interest as may have been earned thereon.

I understand that when this subscription agreement is executed and delivered, it is irrevocable and binding to me. I further understand and agree that my right to purchase shares of Common Stock offered by the Company may be assigned or transferred to any third party without the express written consent of the Company.

I further certify, under penalties of perjury, that: (1) the taxpayer identification number shown on the signature page of this Offering Circular is my correct identification number; (2) I am not subject to backup withholding under the Internal Revenue Code because (a) I am exempt from backup withholding; (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3) I am a U.S. citizen or other U.S. person (as defined in the instructions to Form W-9).

Subscription Agreement • Regulation A • Limitless Venture Group, Inc.

SUBSCRIPTION AGREEMENT (the “Agreement”) with the undersigned Purchaser for ______________ Common Stock Shares of Limitless Venture Group, Inc., with a par value per share of $0.001, at a purchase price of $0.05 (ZERO DOLLARS AND FIVE CENTS) per share (aggregate purchase price: $____________________).

Made __________________________________, by and between Limitless Venture Group, Inc., a Wyoming Corporation (the “Company”), and the Purchaser whose signature appears below on the signature line of this Agreement (the “Purchaser”).

W I T N E S E T H:

WHEREAS, the Company is offering for sale up to ONE BILLION FIVE HUNDRED MILLION Common Stock Shares (the “Shares”) (such offering being referred to as the “Offering”).

NOW, THEREFORE, the Company and the Purchaser, in consideration of the mutual covenants contained herein and intending to be legally bound, do hereby agree as follows:

1. Purchase and Sale. Subject to the terms and conditions hereof, the Company shall sell, and the Purchaser shall purchase, the number of Shares indicated above at the price so indicated.

2. Method of Subscription. The Purchaser is requested to complete and execute this agreement online or to print, execute and deliver two copies of this Agreement to the Company, at Limitless Venture Group, Inc., 121 E. 36^th Street, Tulsa, OK 74106, along with a check payable to the order of Limitless Venture Group, Inc. in the amount of the aggregate purchase price of the Shares subscribed (the “Funds”). The Company reserves the right in its sole discretion, to accept or reject, in whole or in part, any and all subscriptions for Shares.

3. Subscription and Purchase. The Offering will begin on the effective date of the Offering Statement and continue until the Company has sold all of the Shares offered hereby or on such earlier date as the Company may close or terminate the Offering.

Any subscription for Shares received will be accepted or rejected by the Company within 30 days of receipt thereof or the termination date of this Offering, if earlier. If any such subscription is accepted, in whole or part, the Company will promptly deliver or mail to the Purchaser (i) a fully executed counterpart of this Agreement, (ii) a certificate or certificates for the Shares being purchased, registered in the name of the Purchaser, and (iii) if the subscription has been accepted only in part, a refund of the Funds submitted for Shares not purchased. Simultaneously with the delivery or mailing of the foregoing, the Funds deposited in payment for the Shares purchased will be released to the Company. If any such subscription is rejected by the Company, the Company will promptly return, without interest, the Funds submitted with such subscription to the subscriber.

4. Representations, Warranties and Covenants of the Purchaser. The Purchaser represents, warrants and agrees as follows:

(a) Prior to making the decision to enter into this Agreement and invest in the Shares subscribed, the Purchaser has received the Offering Statement. On the basis of the foregoing, the Purchaser acknowledges that the Purchaser processes sufficient information to understand the merits and risks associated with the investment in the Shares subscribed. The Purchaser acknowledges that the Purchaser has not been given any information or representations concerning the Company or the Offering, other than as set forth in the Offering Statement, and if given or made, such information or representations have not been relied upon by the Purchaser in deciding to invest in the Shares subscribed.

(b) The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of the investment in the Shares subscribed and the Purchaser believes that the Purchaser’s prior investment experience and knowledge of investments in low-priced securities (“penny stocks”) enables the Purchaser to make an informal decision with respect to an investment in the Shares subscribed.

(c) The Shares subscribed are being acquired for the Purchaser’s own account and for the purposes of investment and not with a view to, or for the sale in connection with, the distribution thereof, nor with any present intention of distributing or selling any such Shares.

(d) The Purchaser’s overall commitment to investments is not disproportionate to his/her net worth, and his/her investment in the Shares subscribed will not cause such overall commitment to become excessive.

(e) The Purchaser has adequate means of providing for his/her current needs and personal contingencies, and has no need for current income or liquidity in his/her investment in the Shares subscribed.

(f) With respects to the tax aspects of the investment, the Purchaser will rely upon the advice of the Purchaser’s own tax advisors.

(g) The Purchaser can withstand the loss of the Purchaser’s entire investment without suffering serious financial difficulties.

(h) The Purchaser is aware that this investment involves a high degree of risk and that it is possible that his/her entire investment will be lost.

(i) The Purchaser is a resident of the State set forth below the signature of the Purchaser on the last age of this Agreement.

5. Notices. All notices, request, consents and other communications required or permitted hereunder shall be in writing and shall be delivered, or mailed first class, postage prepaid, registered or certified mail, return receipt requested:

(a) If to any holder of any of the Shares, addressed to such holder at the holder’s last address appearing on the books of the Company, or

(b) If to the Company, addressed to the Limitless Venture Group, Inc., 121 E. 36^th Street, Tulsa, OK 74106, or such other address as the Company may specify by written notice to the Purchaser, and such notices or other communications shall for all purposes of this Agreement be treated as being effective on delivery, if delivered personally, or, if sent by mail, on the earlier of actual receipt or the third postal business day after the same has been deposited in a regularly maintained receptacle for the deposit of United States’ mail, addressed and postage prepaid as aforesaid.

6. Severability. If any provision of this Subscription Agreement is determined to be invalid or unenforceable under any applicable law, then such provision shall be deemed inoperative to the extent that it may conflict with such applicable law and shall be deemed modified to conform with such law. Any provision of this Agreement that may be invalid or unenforceable under any applicable law shall not affect the validity or enforceability of any other provision of this Agreement, and to this extent the provisions of this Agreement shall be severable.

7. Parties in Interest. This Agreement shall be binding upon and inure to the benefits of and be enforceable against the parties hereto and their respective successors or assigns, provided, however, that the Purchaser may not assign this Agreement or any rights or benefits hereunder.

8. Choice of Law. This Agreement is made under the laws of the State of Nevada and for all purposes shall be governed by and construed in accordance with the laws of that State, including, without limitation, the validity of this Agreement, the construction of its terms, and the interpretation of the rights and obligations of the parties hereto.

9. Headings. Sections and paragraph heading used in this Agreement have been inserted for convenience of reference only, do not constitute a part of this Agreement and shall not affect the construction of this Agreement.

10. Execution in Counterparts. This Agreement may be executed an any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.

11. Survival of Representations and Warranties. The representations and warranties of the Purchaser in and with respect to this Agreement shall survive the execution and delivery of this Agreement, any investigation at any time made by or on behalf of any Purchaser, and the sale and purchase of the Shares and payment therefore.

12. Arbitration: Except as expressly provided in this Subscription Agreement, any dispute, claim or controversy between or among any of the Investors or between any Investor or his/her/its Affiliates and the Company arising out of or relating to this Agreement or any subscription by any Investor to purchase Securities, or any termination, alleged breach, enforcement, interpretation or validity of any of those agreements (including the determination of the scope or applicability of this agreement to arbitrate), or otherwise involving the Company, will be submitted to arbitration in the county and state in which the Company maintains its principal office at the time the request for arbitration is made, before a sole arbitrator, in accordance with the laws of the state of Nevada for agreements made in and to be performed in the state of Nevada. Such arbitration will be administered by the Judicial Arbitration and Mediation Services (“JAMS”) and conducted under the provisions of its Comprehensive Arbitration Rules and Procedures. Arbitration must be commenced by service upon the other party of a written demand for arbitration or a written notice of intention to arbitrate, therein electing the arbitration tribunal. Judgment upon any award rendered by the arbitrator shall be final and may be entered in any court having jurisdiction thereof. No party to any such controversy will be entitled to any punitive damages. Notwithstanding the rules of JAMS, no arbitration proceeding will be consolidated with any other arbitration proceeding without all parties’ consent. The arbitrator shall, in the award, allocate all of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party, against the party who did not prevail.

NOTICE: By executing this Subscription Agreement, Subscriber is agreeing to have all disputes, claims, or controversies arising out of or relating to this Agreement decided by neutral binding arbitration, and Subscriber is giving up any rights he, she or it may possess to have those matters litigated in a court or jury trial. By executing this Subscription Agreement, Subscriber is giving up his, her or its judicial rights to discovery and appeal except to the extent that they are specifically provided for in this Subscription Agreement. If Subscriber refuses to submit to arbitration after agreeing to this provision, Subscriber may be compelled to arbitrate under federal or state law. Subscriber confirms that his, her or its agreement to this arbitration provision is voluntary.

NOTICE: SUBSCRIBERS TO THIS OFFERING UNDERSTAND THAT THEY HAVE NOT WAIVED ANY RIGHT THAT THEY MAY HAVE UNDER ANY APPLICABLE FEDERAL SECURITIES LAWS.

13. THE PARTIES HERBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATON BASED HEREIN, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY OTHER DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY.

14. In Connection with any litigation, mediation, arbitration, special proceeding or other proceeding arising out of this Agreement, the prevailing party shall be entitled to recover its litigation-related costs and reasonable attorneys’ fees through and including any appeals and post-judgment proceedings.

15. In no event shall any party be liable for any incidental, consequential, punitive or special damages by reason of its breach of this Agreement. The liability, if any, of the Company and its Managers, Directors, Officers, Employees, Agents, Representatives, and Employees to the undersigned under this Agreement for claims, costs, damages, and expenses of any nature for which they are or may be legally liable, whether arising in negligence or other tort, contract, or otherwise, shall not exceed, in the aggregate the undersigned’s investment amount.

12. Additional Information. The Purchaser realizes that the Shares are offered hereby pursuant to exemptions from registration provided by Regulation A and the Securities Act of 1933.

IN WITNESSES WHEREOF, the parties hereto have executed this Subscription Agreement as of the day and year first above written.

Limitless Venture Group, Inc.

By: ______________________________________________

Mr. Joseph Francella, Chief Executive Officer

PURCHASER:

_____________________________________________

Signature of Purchaser

_________________________________________________

Name of Purchaser

EX1A-7 ACQ AGMT 4 ex71acqagr.htm

EX1A-7.1 ACQUISITION AGREEMENT

ACQUISITION AGREEMENT

By and Among

LIMITLESS VENTURE GROUP, INC.

KETOSPORTS, INC.

SHAREHOLDERS OF KETOSPORTS, INC.

Effective Date: August 18, 2020

ACQUISITION AGREEMENT

THIS ACQUISITION AGREEMENT, dated as of August 14, 2020 (this "Agreement"), is by and among LIMITLESS VENTURE GROUP, INC., a Nevada C-corporation ("LVGI"), and; KETOSPORTS, INC., a Illinois C-Corporation (“KETOSPORTS) along with its shareholders, India Braddock (“India”), Savitri Boodram Jones (“Savitri”), Alcarcilus Shelton (“Alcarcilus”) and Patrick Arnold (“Patrick” and together with India, Savitri, Alcarcilus, each a “shareholder” and collectively, collectively known as the “Shareholders”).

RECITALS

WHEREAS, KETOSPORTS owns and operates an online and offline distribution business that sells energy and diet support products (the "Business"); and

WHEREAS, as of the date of this Agreement, KETOSPORTS has issued One Thousand (1,000) common shares of the capital stock of KETOSPORTS to the Shareholders, and no other shares of capital stock have been issued; and

WHEREAS, prior to the Closing Date, KETOSPORTS will issue an additional Seventy Nine (79) shares of KETOSPORTS capital stock from its treasury; and

WHEREAS, LVGI (PINK; LVGI) is a publicly traded holding company that invests in complementary businesses in order to fund their growth and bring value to its shareholders; and

WHEREAS, LGVI desires to purchase from KETOSPORTS and KETOSPORTS desires to issue to LVGI Seventy Nine (79) common shares of the capital stock of KETOSPORTS, which upon issuance will represent approximately seven and three tenths of a percent (7.3%) of the outstanding shares of KETOSPORTS, in exchange for marketing services for KETOSPORTS equivalent to Seventy Five Thousand U.S. Dollars ($75,000); and

WHEREAS, LVGI desires to purchase Four Hundred and Seventy-Four (474) common shares of the capital stock of KETOSPORTS from the Shareholders in exchange for an equivalent market value of Two Hundred Twenty-Five Thousand U.S. Dollars ($225,000) of LVGI Preferred Stock and a cash payment in the amount of Two Hundred Twenty-Five Thousand U.S. Dollars ($225,000) as of the effective date of this Agreement.

The purchase price for the Purchased Shares shall be Four Hundred and Fifty Thousand U.S. Dollars ($450,000) (the “Purchase Price”). The Purchase Price shall be paid by LVGI to KETOSPORTS and its shareholders as follows: (a) $225,000 shall be paid in cash or wire transfer of immediately available funds at the Closing (the “Cash Purchase Price”); and (b) $225,000 shall be paid in preferred stock of LVGI (the “LVGI Preferred Stock”) valued at the time of Closing.

WHEREAS, LVGI and KETOSPORTS desire to set forth certain requirements and processes for the governance, funding and operation of KETOSPORTS subject to the terms and conditions hereof.

NOW, THEREFORE, in consideration of the premises and mutual benefits to be derived from this Agreement and the representations, warranties, covenants, agreements and conditions contained herein, the parties agree as set forth below.

ARTICLE I

DEFINITIONS

1.1 Definitions. Certain capitalized and other terms used in this Agreement are defined as follows and are used herein with the meanings ascribed to them therein:

"Affiliate" means a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, another person.

"Business Day" means any day other than a day on which banks in the State of Oklahoma or in the State of Delaware are authorized or obligated to be closed.

"Buy/Sell Agreement" means the agreement(s) to be entered into between the parties to this Agreement governing specific operational and funding requirements, unwinding procedures and other matters relating to the ongoing relationship between the parties.

"Code" shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

“Confidential Information” means private or confidential information, data or materials that are not generally known to the public, including, without limitation, trade secrets, matters of a technical nature (such as discoveries, ideas, concepts, designs, drawings, specifications, software, source code, techniques, models, know-how, and materials), and matters of a business nature (such as the identity of customers and prospective customers, the nature of work being done for or discussed with customers or prospective customers, suppliers, marketing techniques and materials, marketing and development plans, pricing or pricing policies, financial information, plans for further development, and any other information of a similar nature not available to the public).

"Control" (including the terms "controlled," "controlled by" and "under common control with") means the possession, directly or indirectly or as trustee or executor, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of stock or as trustee or executor, by contract or credit arrangement or otherwise;

"Court" shall mean any court or arbitration tribunal of the United States, any foreign country or any domestic or foreign state, and any political subdivision thereof, and shall include the European Court of Justice.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder.

"GAAP" shall mean generally accepted accounting principles in the United States as in effect from time to time.

"Governmental Entity" shall mean any governmental agency or authority (including a Court) of the United States, any foreign country, or any domestic or foreign state, and any political subdivision thereof, and shall include any multinational authority having governmental or quasi-governmental powers;

"Knowledge" means the actual knowledge of any officer, director or shareholder of a Person including all officers and directors of KETOSPORTS after reasonable inquiry of the management personnel employed by such Person.

"Lien" means security interests, mortgages, liens, pledges, deeds of trust, charges, easements, reservations, restrictions, servitudes, rights of way, options, rights of first offer or refusal, community property interests, equitable interests, conditional sale or other title retention agreements, any agreement to provide any of the foregoing and all other encumbrances, whether or not relating to the extension of credit or the borrowing of money, whether imposed by contract, law, equity or otherwise, but shall not include restrictions on the transfer of Securities (as defined in Section 2 of the Securities Act) arising solely under federal or state securities laws.

"LVGI Annual Report" shall refer to the annual report and all public disclosures as posted on the LVGI website (https://lvginc.com).

"LVGI Material Adverse Effect" shall mean any change, effect, event, circumstance or occurrence with respect to the business, condition (financial or otherwise), results of operations, properties, assets, liabilities or obligations of LVGI, that is, or could be, material and adverse to the current or future business, condition (financial or otherwise), results of operations, properties, assets, liabilities or obligations of LVGI or could prevent or materially delay or impair LVGI’s ability to perform its obligations under this Agreement;

"LVGI Preferred Stock" shall mean the Series AB, AC, AD, AE Preferred Stock, convertible to LVGI common stock with a current market value of Nine U.S. Cents ($0.09) per share (as of the effective date of this agreement). Each share in this Series of Preferred Stock is valued at, and convertible to One Thousand (1,000) shares of LVGI common stock.

"Net Earnings" means the amount of gross revenue remaining after all operating expenses, interest, salaries, and taxes have been deducted from a company's total revenue based on a U.S. GAAP accrual basis of accounting.

"Person" means an individual, corporation, partnership, limited liability company, joint stock company, association, trust, estate, unincorporated organization, other entity or group (as defined in Section 13(d) of the Exchange Act);

"Required Company Vote" shall mean the affirmative vote of the holders of at least a majority of the issued and outstanding shares, voting together, to approve this Agreement.

"Securities Act" shall mean the Securities Act of 1933, as amended, and the regulations promulgated thereunder.

"Subsidiary" or "Subsidiaries" of any Person, means any entity, whether incorporated or unincorporated, of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such party or by one or more of its respective subsidiaries or by such party and any one or more of its respective subsidiaries;

"Tax" or "Taxes" means any and all taxes, charges, fees, levies, assessments, duties or other amounts payable to any federal, state, local or foreign taxing authority or agency, including, without limitation, (i) Income, franchise, profits, gross receipts, minimum, alternative minimum, estimated, ad valorem, value added, sales, use, service, real or personal property, capital stock, license, payroll, withholding, disability, employment, social security, workers compensation, unemployment compensation, utility, severance, excise, stamp, windfall profits, transfer and gains taxes, (ii) customs, duties, charges, levies or other similar assessments of any kind, and (iii) interest, penalties and additions to Tax imposed with respect thereto;

"KETOSPORTS Material Adverse Effect" shall mean any change, effect, event, circumstance or occurrence with respect to the business, condition (financial or otherwise), results of operations, properties, assets, liabilities or obligations of KETOSPORTS, that is, or could be, material and adverse to the current or future business, condition (financial or otherwise), results of operations, properties, assets, liabilities or obligations of KETOSPORTSor could prevent or materially delay or impair KETOSPORTS's ability to perform its obligations under this Agreement;

"KETOSPORTS Shareholders" or "Shareholders" means the holders of the Common shares of KETOSPORTS;

"KETOSPORTS Stock" means the outstanding common shares of KETOSPORTS.

"Transaction Expenses" means all expenses of the parties hereto in connection with the consummation of the transactions contemplated by this Agreement including, without limitation, the fees and expenses of each such parties' accountants, brokers, lawyers and advisors.

"Transaction Proposal" means any contract, proposal, offer or other indication of interest (whether or not in writing and whether or not delivered to the stockholders of KETOSPORTSgenerally) relating to any of the following (other than the transactions contemplated by this Agreement): (a) any merger, amalgamation, arrangement, share exchange, take-over bid, tender offer, recapitalization, consolidation or other business combination directly or indirectly involving KETOSPORTS, (b) any acquisition of any business that constitutes twenty-five percent (25%) or more of KETOSPORTS's net revenues, net income or stockholders' equity, or assets representing twenty-five percent (25%) of the book value of the assets of KETOSPORTS (or any license, lease, long-term supply agreement, exchange, mortgage, pledge or other arrangement having a similar economic effect) in each case in a single transaction or a series of related transactions, any acquisition of beneficial ownership (as defined under Section 13 (d) of the Exchange Act) of 25% or more of the capital stock of KETOSPORTS, or (d) any public announcement of an intention to, do any of the foregoing;

1.2 Rules of Construction. Unless the context otherwise requires, as used in this Agreement: (a) an accounting term not otherwise defined has the meaning ascribed to it in accordance with U.S. GAAP; (b) "or" is not exclusive; (c) "including" means "including, without limitation;" (d) words in the plural include the singular; (e) the terms "hereof," "herein," "hereby," "hereto" and derivative or similar words refer to this entire Agreement; and (f) the terms "Article" or "Section" refer to the specified Article of Section or this Agreement.

ARTICLE II

PURCHASE AND SALE; CLOSING

2.1 Contribution; Purchase and Sale; Financing. Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties of this Agreement, at the Closing:

(a) Sale of New Shares. In consideration for Two Hundred and Twenty Five Thousand U.S. Dollars ($225,000) in cash (to be paid at the time of closing); and equivalent value of Two Hundred and Twenty Five Thousand U.S. Dollars ($225,000) in LVGI preferred shares (to be issued upon the closing); and Seventy-Five Thousand U.S. Dollars ($75,000) in marketing services, KETOSPORTS shall issue Seventy Nine shares (79) treasury shares of KETOSPORTS Stock and Four Hundred and Seventy-Four (474) of KETOSPORTS issued stock to LVGI, free and clear of all Liens. As soon as practicable after the Closing, KETOSPORTS shall provide confirmation of the book entry, issuing LVGI Seventy-Nine (79) treasury shares of KETOSPORTS Stock.

(b) Stock Swap. The shareholders of KETOSPORTS shall collectively sell Four Hundred and Seventy Four (474) shares of issued KETOSPORTS Stock to LVGI. As consideration for such shares, LVGI shall issue to the Shareholders a total of Two Thousand Five Hundred (2,500) shares of Series, AB, AC, AD, AE of LVGI Preferred Stock, and Two Hundred and Twenty-Five Thousand U.S. Dollars ($225,000) based on the schedule in Exhibit A.

(i) The LGVI Preferred Stock shall be convertible to LVGI common stock in a ratio of one (1) share of LGVI Preferred Stock to One Thousand (1,000) shares of LGVI common stock, with a current value as of the effective date of this agreement, of Nine U.S. Cents ($0.09) per share. The LVGI Preferred Stock may be converted into LVGI common stock at the holder’s sole discretion but not earlier than twelve (12) months from the Closing.

(ii) As soon as practicable after the Closing, KETOSPORTS shall provide confirmation of book entry, documenting the transfer to LVGI of said Five Hundred and Fifty-Three Shares (553) of capital shares and issued shares of KETOSPORTS Stock. The KETOSPORTS Stock may not be sold or transferred, other than as set forth in Article IX, until LVGI and KETOSPORTS enter into a Buy/Sell Agreement as defined in Article VIII.

(c) Effect of Transaction. Upon satisfactory completion of the foregoing transactions, LVGI shall be the owner of Five Hundred and Fifty-Three (553) shares of KETOSPORTS stock. The parties acknowledge and agree that each of the transfers described in this Section 2.1 (as well as any payments received pursuant to this Agreement) are all part of a single transaction treated as a sale of fifty-one percent (51%) of the issued shares of KETOSPORTS.

2.2 Closing. The closing of the transaction contemplated by this Agreement (the "Closing") shall take place at a location to be mutually agreed upon by the parties on a date (the "Closing Date") which date shall be no later than the third (3rd) Business Day after all of the conditions set forth in Article VIII have been satisfied or waived (other than those conditions that by their terms are intended to be satisfied at the Closing). For the purposes of this Agreement and any other transaction documents, the Closing shall be deemed to have occurred immediately prior to the start of business on the Closing Date.

2.3 Additional Funding. In addition to the payments and contributions set forth above, LVGI commits to making funding available to KETOSPORTS as requested and approved by the board of directors. This funding shall be provided to KETOSPORTS in the form of debt, equity, or other methods which will contribute to the growth of KETOSPORTS as determined by the board of directors of KETOSPORTS. All such funds received as debt, and provided within twenty four (24) months of the date of this agreement, shall be repayable by the KETOSPORTS annually over a period of five (5) years bearing interest at a rate equal to prime plus one and a half percent (1.5%) per annum.

ARTICLE III

GOVERNANCE AND OPERATION OF LVGI AND KETOSPORTS

3.1 Pursuant to the bylaws of KETOSPORTS and upon closing of this agreement, the Board of Directors of KETOSPORTS shall consist of up to three (3) directors. Notwithstanding any conflict with the Bylaws of KETOSPORTS, LVGI shall appoint a single director to the Board of Directors of KETOSPORTS; and the Board of Directors shall exercise control over the business operations.

3.2 At Closing, KETOSPORTS shall convene for a special meeting of the board and record the resolution of the election of the LVGI representative as a board member in the KETOSPORTS company minutes, as contemplated by Section 3.1 above; and

3.3 The LVGI appointed director shall serve for a minimum of a two-year term, and shall have all the voting rights and privileges granted to them based on the KETOSPORTS articles of incorporation and corporate by-laws; and

3.4 The Board of Directors of KETOSPORTS, shall immediately confirm the officers and executives of KETOSPORTS and shall review and approve their employment contracts in a timely manner.

3.5 Officers and Directors of KETOSPORTSshall remain in place and, absent a removal for cause or resignation, shall operate KETOSPORTSin consideration of the mission and vision of KETOSPORTS and LVGI. The terms of any existing employment contract that each officer has in place with KETOSPORTSshall continue in force but may be subject to amended terms such as code of confidentiality, code of conduct, and non-compete provisions as set forth by LVGI.

3.6 LVGI shall only have operational control of KETOSPORTS through the power granted to the board of directors as stated in the by-laws of KETOSPORTS.

3.7 A maximum of forty-nine percent (49%) of KETOSPORTS’s quarterly Net Earnings shall be retained by KETOSPORTS to be utilized or distributed as KETOSPORTS shall determine in its sole discretion.

3.8 By September 31, 2020, LVGI and KETOSPORTSshall develop a written strategic plan ("Strategic Plan") including funding schedules for growth, operations, current debt obligations, and other requirements which will be determined from time to time. Such strategic plan shall also include three-year gross revenue targets.

3.9 Prior to September 31, 2020, and for each calendar quarter, LVGI and KETOSPORTSshall jointly establish quarterly funding targets to be met by LVGI for the purpose to support the KETOSPORTS Strategic Plan.

ARTICLE IV

KETOSPORTS REPRESENTATIONS AND WARRANTIES

KETOSPORTS hereby represents and warrants to LVGIthat:

4.1 Organization and Standing. KETOSPORTSis a corporation duly organized and existing under, and by virtue of, the laws of the State of Illinois and is in good standing under such laws. KETOSPORTShas all requisite corporate power and authority to own and operate its properties and assets and to carry on its business. KETOSPORTSis duly qualified to transact business and is in good standing in each jurisdiction in which the failure to qualify would have a KETOSPORTS Material Adverse Effect.

4.2 Articles of Incorporation and By-Laws. KETOSPORTShas previously made available to LVGI a complete and correct copy of its Articles of Incorporation and By-Laws. Also, KETOSPORTSwill assure LVGI, that to the best of its Knowledge, it is not in violation in any material respect of any of the provisions of its Articles of Incorporation and By-Laws.

4.3 Corporate Power. KETOSPORTShas, and will have at the Closing, all requisite legal and corporate power and authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement.

4.4 Authorization. All corporate action on the part of KETOSPORTS, its directors and shareholders necessary for the authorization, execution, delivery and performance of this Agreement and the performance of all of KETOSPORTS’s obligations hereunder has been taken or will be taken prior to the Closing. This Agreement constitutes a valid and binding obligation of KETOSPORTS, enforceable in accordance with its terms, except (i) as the same may be limited by bankruptcy, insolvency or other laws relating to or affecting creditors' rights generally or by general equitable principles and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

4.5 No Conflict; Required Filings and Consents.

(a) The execution and delivery of this Agreement by KETOSPORTSdoes not, and the consummation of the transactions contemplated hereby will not (i) conflict with or violate its Articles of Incorporation and By-Laws in such case as amended or restated, by KETOSPORTS, (ii) conflict with or violate any laws applicable to KETOSPORTSor by which any of its assets or properties is bound or subject, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a lien or encumbrance on any of the properties or assets of KETOSPORTSpursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which KETOSPORTSis a party or by to which KETOSPORTSor any of its assets or properties is bound or subject, except for any such conflicts or violations or breaches, defaults, events, rights of termination, amendment, acceleration or cancellation, payment obligations or liens or encumbrances that would not reasonably be expected to have a KETOSPORTS Material Adverse Effect.

(b) The execution and delivery of this Agreement by KETOSPORTSdoes not, and the consummation of the transactions contemplated hereby will not, require KETOSPORTSto obtain any approval of or from, or to make any filing with or notification to, any Governmental Entity or third Person, except where the failure to obtain such approvals, or to make such filings or notifications, would not reasonably be expected to have a KETOSPORTSMaterial Adverse Effect.

4.6 Financial Statements. KETOSPORTShas delivered to LVGI its unaudited balance sheet as of July 31, 2020 and its unaudited income statements for the period from January, 2020 through July 31, 2020 (the " KETOSPORTS Financial Statements"). To the best of KETOSPORTS’s Knowledge, the KETOSPORTS Financial Statements are complete and correct in all material respects. The KETOSPORTS Financial Statements accurately set out and describe the financial condition and operating results of KETOSPORTSas of the dates, and during the periods indicated therein.

4.7 Absence of Changes. Since July 31, 2020;

(a) KETOSPORTShas not entered into any transaction which was not in the ordinary course of business; and

(b) There has been no event or occurrence that would have a KETOSPORTS Material Adverse Effect; and

(c) There has been no damage to, destruction of or loss of physical property (whether or not covered by insurance) material adversely affecting the business or operations of KETOSPORTS; and

(d) KETOSPORTShas not declared, set aside or paid any dividend or made any distribution on its capital stock, or directly or indirectly redeemed, purchased or otherwise acquired any of its capital stock; and

(e) KETOSPORTShas not increased the compensation of any of its officers, directors or agents, or the rate of pay of its employees, or consultants, as a group in anticipation of the execution of this Agreement; and

(f) There has been no resignation or termination of employment of any key officer or employee of KETOSPORTS, KETOSPORTSdoes not have a present intention to terminate the employment of any of the foregoing, and KETOSPORTShas no Knowledge of the impending resignation or termination of employment of any such officer or employee;

(g) There has been no labor dispute involving KETOSPORTSor its employees and none is pending or, to KETOSPORTS's Knowledge, threatened; and

(h) There has not been any change in the contingent obligations of KETOSPORTS, by way of guaranty, endorsement, indemnity, warranty or otherwise; and

(i) There have not been any loans, advances or guarantees made by KETOSPORTSto any of its employees, officers or directors; and

(j) To KETOSPORTS's Knowledge, there has been no other event or condition of any character pertaining to and materially adversely affecting the assets or business of KETOSPORTS.

4.8 Liabilities/Solvency. KETOSPORTShas no liabilities or obligations, absolute or contingent (individually or in the aggregate), except (i) the liabilities and obligations set forth in the KETOSPORTS Financial Statements, (ii) liabilities and obligations which have been incurred subsequent to July 31, 2020 in the ordinary course of business which have not been in the aggregate, materially adverse, (iii) liabilities and obligations under the lease for its principal business operations and (iv) liabilities and obligations under licensing, sales, procurement and other contracts and arrangements entered into during the normal course of business. KETOSPORTSis able to meet all of its payment obligations as they come due. The fair market value of KETOSPORTS's assets exceeds the fair market value of its obligations, whether contingent or otherwise.

4.9 Patents and Other Intangible Assets.

(a) KETOSPORTSowns or has the right or license to use all patents, trademarks , service marks, service names, trade names, trade secrets and copyrights used in the conduct of its business as now conducted, free and clear of all claims, mortgages, Liens, loans, and encumbrances, except such encumbrances and Liens which arise in the ordinary course of business and do not materially impair KETOSPORTS's ownership or use of such intellectual property rights. All of the patents, trademarks, service marks and copyrights that KETOSPORTSowns or has the right or license to use are shall be provided upon request at any time.

(b) KETOSPORTShas no actual knowledge, without any investigation, that KETOSPORTSis infringing upon or misappropriating any valid intellectual property rights of any Person (including without limitation, former employers of all current and former employees, consultants, officers, directors and stockholders of KETOSPORTS), including the right to the name KETOSPORTS and its Facebook page and its web site address. Without any special investigation for purposes of this Agreement, KETOSPORTS, in its reasoned judgment, has determined that making, using or selling any products, services or methods, will not constitute an infringement or misappropriation by KETOSPORTS of the kind described in the preceding sentence.

(c) To KETOSPORTS's Knowledge, KETOSPORTSis not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner of, licensor of, or other claimant to, any patent, trademark, trade name, copyright or other intellectual property right, with respect to the use thereof or in connection with the conduct of its business or otherwise.

4.10 Litigation. There are no actions, suits, proceedings or investigations pending or, to KETOSPORTS's Knowledge, threatened against KETOSPORTSor its properties before any Governmental Entity. KETOSPORTS is not subject to any continuing order, writ, injunction, consent decree or settlement agreement of, or similar written agreement with, or, to KETOSPORTS’s Knowledge, continuing investigation by, any Court or Governmental Entity.

4.11 Employees. To KETOSPORTS's Knowledge, no employee of KETOSPORTSis in violation of any term of any employment contract, intellectual property disclosure agreement or any other contract or agreement relating to the relationship of such employee with KETOSPORTSor any other party because of the nature of the business conducted or to be conducted by KETOSPORTS. KETOSPORTSis in compliance in all material respects with the applicable provisions of ERISA, and no "reportable event", as such term is defined in Section 4043 of ERlSA, has occurred with respect to any plan subject to Title IV of ERISA or any other plan to which KETOSPORTS is required to contribute on behalf of its employees. KETOSPORTSwill use its commercially reasonable best efforts to induce all employees and consultants of KETOSPORTS to continue their respective employment following the Closing Date. For each employee hired by KETOSPORTS after January 1, 2020, KETOSPORTShas verified appropriate documents and has a verified and signed INS Form 1-9 for each such employee, if required. All such forms are in KETOSPORTS's possession and shall be turned over to for each employee accepting employment with KETOSPORTS upon request at any time. KETOSPORTShas not received any information that would lead it to believe that a material number of the employees or consultants of KETOSPORTS will or may cease to be employees or consultants of KETOSPORTS, or will refuse offers of employment from, because of the consummation of this Agreement.

4.12 Certain Transactions. To KETOSPORTS's Knowledge, KETOSPORTSis not indebted, directly or indirectly, to any of its officers, directors or stockholders or to their respective spouses or children, in any amount whatsoever; none of said officers, directors or, to KETOSPORTS's Knowledge, stockholders, or any members of their immediate families, are indebted to KETOSPORTS. KETOSPORTSis not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation.

4.13 Material Contracts and Obligations. Upon request at any time, KETOSPORTS shall provide a list of all agreements, contracts, indebtedness, liabilities and other obligations to which KETOSPORTSis a party or by which it is bound that are material to the conduct and operations of its business and properties, specifically including those which provide for payments in any fiscal year to or by KETOSPORTSin excess of Fifty Thousand Dollars ($50,000), which obligate KETOSPORTSto share, license or develop any product or technology, which purports to restrict or limit the ability of KETOSPORTSfrom freely engaging in any line of business anywhere in the world or competing with any other Person, which provides for any joint venture or partnership involving KETOSPORTS, or which involve transactions or proposed transactions between KETOSPORTSand its officers, directors, affiliates or any affiliate thereof. Copies of such agreements and contracts and documentation evidencing such liabilities and other obligations have been made available for inspection by and LVGI and their counsel. All of such agreements and contracts are valid, binding obligations of KETOSPORTSand are in full force and effect in all material respects, assuming due execution by the other parties to such agreements and contracts. KETOSPORTShas no Knowledge of any breach or anticipated breach by any other parties to any contract, agreement or instrument as of the effective date of this agreement.

4.14 Private Placements. All securities issued by KETOSPORTSprior to the date hereof have been issued in transactions exempt from registration under the Securities Act and all applicable state securities or "blue sky" laws, and KETOSPORTShas not violated the Securities Act or any applicable state securities or "blue sky" laws in connection with the issuance of any such securities.

4.15 Brokers or Finders; Other Offers. To KETOSPORTS's Knowledge, KETOSPORTShas not incurred and will not incur, directly or indirectly, as a result of any action taken by KETOSPORTS, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement.

4.16 Tax Return and Payments. KETOSPORTSacknowledges that it is current with all tax filings and does not have any tax liabilities and therefore is not in violation or in debt to any local, state or federal tax collection agency.

4.17 Environmental Health and Safety Laws. KETOSPORTSis not in violation of any applicable statute, law or regulation relating to the environment or occupational health and safety, which violation would have a KETOSPORTS Material Adverse Effect, nor are any material expenditures required in order to comply with any such existing statute, law or regulation.

4.18 Compliance with Laws: To KETOSPORTS’s Knowledge, KETOSPORTSis not in violation of any applicable statute, law, regulation, order or restriction of any Governmental Entity in respect of the conduct of its business or the ownership of its properties, which violation would have a KETOSPORTS Material Adverse Effect. KETOSPORTShas all franchises, permits, licenses and any similar authority necessary for the conduct of its business as now being conducted by it, the lack of which would have a KETOSPORTS Material Adverse Effect, and believes it can obtain without undue burden or expense, any similar authority for the conduct of its business as presently planned to be conducted. KETOSPORTSis not in default in any material respect under any of such franchises, permits, licenses or other similar authority.

4.19 Absence of Certain Events. To KETOSPORTS's Knowledge, and except as may be otherwise written and attachment hereto, no executive officer, director or managing member or an officer of equivalent rank of KETOSPORTShas been within the past five (5) years, (i) a party to any bankruptcy petition against such person or against any business of which such person was affiliated; (ii) convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting their involvement in any type of business, securities or banking activities; or (iv) found by a court of competent jurisdiction in a civil action by the Securities and Exchange Commission or the Commodity Futures Trading Commission, to have violated a federal or state securities or commodities law and which judgment has not been reversed, suspended or vacated.

4.20 Certain Payments. Except as otherwise disclosed herein or, to the best of KETOSPORTS's Knowledge, neither KETOSPORTS nor any of its officers, employees or agents, nor any other person acting on behalf of KETOSPORTS, has directly or indirectly, within the past five (5) years, given or agreed to give any gift or similar benefit to any person who is, or may be in a position to help or hinder KETOSPORTS's business, or assist it in connection with any actual or proposed transaction, which (i) might be reasonably expected to subject it to any material damage or penalty in any action or to have a KETOSPORTS Material Adverse Effect on KETOSPORTS or its business, assets, properties, financial condition or results of operation, (ii) if not given in the past, might have reasonably been expected to have had a KETOSPORTSMaterial Adverse Effect, or (iii) if not continued in the future, might be reasonably expected to have a KETOSPORTSMaterial Adverse Effect or to subject KETOSPORTS to material suit or penalty in any action.

ARTICLE V

LVGI REPRESENTATIONS AND WARRANTIES

LVGI hereby represent and warrant to KETOSPORTSthat:

5.1 Organization and Standing. LVGI is a corporation duly organized and existing under, and by virtue of, the laws of the State of Nevada and is in good standing under such laws. LVGI has all requisite corporate power and authority to own and operate its properties and assets, and to carry on its business. LVGI is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to qualify would have a LVGI Material Adverse Effect.

5.2 Charter and Bylaws. LVGI have heretofore made available to KETOSPORTSa complete and correct copy of their respective Certificate of Incorporation and Bylaws, as amended or restated. LVGI is not in violation of any of the provisions of their respective Certificate of Incorporation or any material provision of their respective Bylaws.

5.3 Corporate Power. LVGI have, and will have at the Closing Date, all requisite legal and corporate power and authority to execute and deliver this Agreement and to carry out and perform their respective obligations under the terms of this Agreement. LVGI have, and will have at the Closing Date, all requisite legal and corporate power and authority to issue the LVGI Preferred Stock and pay the other consideration hereunder. This Agreement constitutes a valid and binding obligation of LVGI, enforceable in accordance with its terms, except (i) as the same may be limited by bankruptcy, insolvency or other laws relating to or affecting creditors' rights generally or by general equitable principles and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

5.4 Capitalization. The authorized capital of LVGI as of the closing date will consist of: 12,916,667 issued and outstanding shares, and 14,000,000 authorized shares of LVGI stock excluding the LVGI Preferred Stock to be issued to KETOSPORTSunder this Agreement.

5.5 LVGI Preferred Stock. The LVGI Preferred Stock will be validly issued, fully paid and nonassessable and will have the rights, preferences and privileges described in LVGI's charter and as described on the face of the stock certificates and/or as indicated in this Agreement, will be free of any Liens or encumbrances, other than any Liens or encumbrances created by or imposed upon the holders thereof through no action of LVGI; provided, however, that the LVGI Preferred Stock will be subject to restrictions on transfer under state and/or federal securities laws. The issuance of the LVGI Preferred Stock is not subject to any presale rights or rights of first refusal.

5.6 No Conflict: Required Filings and Consents.

(a) The execution and delivery of this Agreement by LVGI does not, and the consummation of the transactions contemplated hereby will not (i) conflict with or violate the charter or bylaws, in each case as amended or restated, of LVGI, (ii) conflict with or violate any laws applicable to LVGI or by which any of their assets or properties are bound or subject, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a lien or encumbrance on any of the properties or assets of LVGI pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which LVGI is a party or by or to which LVGI or any of their assets or properties are bound or subject, except for any such conflicts or violations described in clause (ii) or breaches, defaults, events, rights of termination, amendment, acceleration or cancellation, payment obligations or liens or encumbrances described in clause (iii) that would not reasonably be expected to have a LVGI Material Adverse Effect.

(b) The execution and delivery of this Agreement by LVGI does not, and the consummation of the transactions contemplated hereby will not, require LVGI to obtain any approvals of or from, or to make any filing with or notification to, any Governmental Entity or third Person, except (i) as disclosed in the LVGI annual report, (ii) for applicable requirements, if any, of the Securities Act, "blue sky" laws and the filing and recordation of appropriate documents as required by Nevada law, and (iii) where the failure to obtain such approvals, or to make such filings or notifications, would not have a LVGI Material Adverse Effect.

5.7 Title to Properties and Assets: Lien. LVGI own their properties and assets free and clear of all mortgages, Liens, loans and encumbrances, except such encumbrances and Liens which arise in the ordinary course of business and do not materially impair LVGI's ownership or use of such properties or assets. With respect to the properties and assets they lease, LVGI, and to the best of LVGI's Knowledge, the counterparties are in compliance with such leases and LVGI hold valid leasehold interests free of any Liens, claims or encumbrances.

5.8 Patents and Other Intangible Assets.

(a) LVGI own or have the right or license to use all patents, trademarks, service marks, service names, trade names, trade secrets and copyrights used in the conduct of their businesses as now conducted, free and clear of all claims, mortgages, Liens, loans, and encumbrances, except such encumbrances and liens which arise in the ordinary course of business and do not materially impair LVGI’s ownership or use of such intellectual property rights.

(b) Except as set forth in the LVGI Annual Report, LVGI has no actual knowledge, without any investigation, that LVGI is infringing upon or misappropriating any valid intellectual property rights of any Person or entity (including without limitation, former employers of all current and former employees, consultants, officers, directors and stockholders of LVGI).

(c) Except as set forth in the LVGI Annual Report, LVGI is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner of, licensor of, or other claimant to, any patent, trademark, trade name, copyright or other intellectual property right, with respect to the use thereof or in connection with the conduct of their businesses or otherwise.

(d) LVGI has obtained from all employees and consultants of LVGI an invention assignment and confidentiality agreement (or substantially similar agreement), copies of which were previously made available to KETOSPORTS.

5.9 Litigation. There are no actions, suits, proceedings or investigations pending or, to the best of LVGI's Knowledge, threatened against LVGI or their properties before any Governmental Entity. LVGI is not subject to any continuing order, writ, injunction, consent decree or settlement agreement of, or similar written agreement with, or, to LVGI's Knowledge, continuing investigation by, any Court or Governmental Entity.

5.10 Employees. To the best of LVGI's Knowledge, no employee of LVGI is in violation of any term of any employment contract, intellectual property disclosure agreement or any other contract or agreement relating to the relationship of such employee with LVGI or any other party because of the nature of the business conducted or to be conducted by LVGI. LVGI is in compliance in all material respects with the applicable provisions of ERISA, and no "reportable event", as such term is defined in Section 4043 of ERISA, has occurred with respect to any plan subject to Title IV of ERlSA or any other plan to which LVGI is required to contribute on behalf of their employees.

5.13 Certain Transactions. Except as set forth in the LVGI Annual Report, LVGI is not indebted, directly or indirectly, to any of its officers, directors or stockholders or to their respective spouses or children, in any amount whatsoever; none of said officers, directors or, to the best of LVGI's Knowledge, stockholders, or any members of their immediate families, are indebted to LVGI or have any direct or indirect ownership interest in any firm, corporation or entity with which LVGI is affiliated or with which LVGI has a business relationship, or any firm or corporation which competes with LVGI except that officers, directors and/or stockholders of LVGI may own less than one percent (1%) of the stock of publicly traded companies which may compete with LVGI. No officer, director or stockholder, or any member of their immediate families, is, directly or indirectly, interested in any material contract with LVGI. LVGI is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation.

5.14 Private Placement. All securities issued by LVGI prior to the date hereof have been issued in transactions exempt from registration under the Securities Act and all applicable state securities or "blue sky" laws, or issued in transactions that resulted in the securities being registered under the Securities Act and LVGI has not violated the Securities Act, Exchange Act, or any applicable state securities or "blue sky" laws in connection with the issuances of any such securities.

5.15 Environmental Health and Safety Laws. LVGI is not in violation of any applicable statute, law or regulation relating to the environment or occupational health and safety, which violation would have a LVGI Material Adverse Effect, nor are any material expenditures required in order to comply with any such existing statute, law or regulation.

5.16 Compliance with Laws; Permits. LVGI is not in violation of any applicable statute, law, regulation, order or restriction of any Governmental Entity in respect of the conduct of their businesses or the ownership of their properties, which violation would have a LVGI Material Adverse Effect. LVGI have all franchises, permits, licenses and any similar authority necessary for the conduct of their businesses as now being conducted by them, the lack of which would have a LVGI Material Adverse Effect, and believes they can obtain without undue burden or expense, any similar authority for the conduct of their businesses as presently planned to be conducted. LVGI are not in default in any material respect under any of such franchises, permits, licenses or other similar authority.

5.17 Specific Tax Representations.

(a) LVGI shall not sell or otherwise dispose of any of the assets of LVGI, except for dispositions made in the ordinary course of business or as otherwise agreed to by KETOSPORTSin connection with a proposed disposition of certain intellectual property associated with the prior operations of LVGI and;

(b) LVGI does not own directly or indirectly, nor have they owned during the past five (5) years, directly or indirectly, any equity of KETOSPORTS; and

(d) The LVGI Preferred Stock to be issued in the transactions contemplated by the Agreement, does not have the current right to vote in the election of corporate directors of LVGI; and

(e) LVGI currently is and as of the Closing Date will be classified as corporations for U.S Federal income tax purposes; and

(e) LVGI will pay its own expenses, if any, incurred in connection with the operation of LVGI and/or KETOSPORTS.

ARTICLE VI

COVENANTS AND AGREEMENTS

6.1 Affirmative Covenants of LVGI, and KETOSPORTS. Each of LVGI and KETOSPORTShereby covenants and agrees that, prior to the Closing, unless otherwise expressly contemplated by this Agreement or consented to in writing by the other, it will:

(a) operate its business in all material respects in the usual and ordinary course consistent with past and future best practices; and

(b) use its reasonable best efforts to preserve substantially intact its business organization, maintain its material rights and franchises and subsidiaries, retain the services of its respective officers and key employees and consultants and maintain its relationships and goodwill with its customers and suppliers; and

(c) maintain and keep its material properties and assets in good repair and condition is at present, ordinary wear and tear excepted, and maintain supplies and inventories in quantities consistent with its customary business practice; and

(d) use its reasonable best efforts to keep in full force and effect insurance and bonds comparable in amount and scope of coverage to that currently maintained.

6.2 Negative Covenants of LVGI and KETOSPORTS. Except as expressly contemplated by this Agreement or otherwise consented to in writing by the other parties, until the Closing no party shall do any of the foregoing:

(a) increase the compensation payable to or to become payable to any director, officer or employee; grant any severance or termination pay to, or enter into or amend any employment or severance agreement with, any director, officer or employee; establish, adopt or enter into any employee benefit plan or arrangement; or amend, or take any other actions with respect to any employee benefit plan, except as contemplated by this Agreement; and

(b) declare or pay any dividend on, or make any other distribution in respect of, outstanding shares of capital stock or other equity interests; and

(c) except as expressly contemplated in this Agreement, redeem, purchase or otherwise acquire any shares of its capital stock or other equity interests or any securities or obligations convertible into or exchangeable for any shares of its capital stock or other equity interests, or any options, warrants or conversion or other rights to acquire any shares of its capital stock or other equity interests or any such securities or obligations; effect any reorganization or recapitalization; or split, combine or reclassify any of its capital stock or other equity interests or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock or other equity interests; and

(d) KETOSPORTS shall not issue, deliver, award, grant or sell, or authorize or propose the issuance, delivery, award, grant or sale (including the grant of any security interests, liens, claims, pledges, limitations in voting rights, charges or other encumbrances) of, any units or shares of any class of its capital stock or other equity interests (including shares held in treasury), any securities convertible into or exercisable or exchangeable for any such units, shares or interests, or any rights, warrants or options to acquire any such units, shares or interests; amend or otherwise modify the terms of any such rights, warrants or options the effect of which shall be to make such terms more favorable to the holders thereof; take any action to optionally accelerate the exercisability of any such rights, options or warrants; and

(e) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or by any other manner, any other Person or division thereof, or otherwise acquire or agree to acquire any assets of any other Person (other than the purchase of assets from suppliers or vendors in the ordinary course of business and consistent with past practice); and

(f) sell, lease (as lessor), exchange, mortgage, pledge, transfer or otherwise dispose of, or agree to sell, lease (as lessor), exchange, mortgage, pledge, transfer or otherwise dispose of any of its assets, except for dispositions of inventories and of assets in the ordinary course of business and consistent with past practice; and

(g) release any third party from its obligations, or grant any consent, under any existing standstill provision under any confidentiality or other agreement, or fail to enforce any such agreement; and

(h) adopt or propose to adopt any amendments to its operating agreement, bylaws or certificate of formation; and

(i) change any of its methods of accounting prior to the effective date of this agreement, except as required by law or GAAP, or settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes; and

(j) incur any obligation for borrowed money or purchase money indebtedness, whether or not evidenced by a note, bond, debenture or similar instrument; and

(k) enter into any arrangement, agreement or contract with any third Person which provides for an exclusive arrangement with that third Person or is substantially more restrictive or substantially less advantageous than arrangements, agreements or contracts existing on the date hereof; and

(l) enter into, renew, amend or waive in any material manner, or terminate or give notice of a proposed renewal or material amendment, waiver or termination of, any contract, arrangement or agreement; and

(m) take or cause to be taken any action that could reasonably be expected to materially delay, or materially and adversely affect the consummation of the transactions contemplated hereby; and

(n) enter into or amend in any material manner any contract, agreement or commitment with any officer, director, employee or stockholder or with any affiliate or associate of any of the foregoing; and

(o) pay, satisfy, discharge or settle any claims, liabilities or obligations (absolute, accrued, contingent or otherwise), other than pursuant to mandatory terms of any contract in effect on the date hereof, involving payments in excess of one thousand dollars, ($1,000) individually or in the aggregate; and

(p) make any loans, advances or capital contributions to, or investments in any Person; and

(q) enter into any new line of business; and

(r) undertake any action or make any election that would deprive the ability of the transaction to qualify as a tax-free contribution of property to KETOSPORTSpursuant to the provisions of section 351 of the Code; and

(s) make any capital expenditures in excess of $1,000 individually or in the aggregate; or

(t) agree in writing or otherwise to do any of the foregoing.

6.3 Notices of Certain Events: Consultation.

(a) KETOSPORTSshall as promptly as reasonably practicable notify LVGI of: any notice or other communication of which KETOSPORTShas Knowledge from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement; any notice or other communication of which KETOSPORTShas knowledge from any Governmental Entity in connection with the transactions contemplated by this Agreement; any actions, suits, claims, investigations or proceedings commenced or, or to the Knowledge of KETOSPORTS, threatened against, relating to or involving or otherwise affecting KETOSPORTSthat, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or which relate to the consummation of the transactions contemplated by this Agreement; and any fact or occurrence between the date of this Agreement and the Closing of which it has knowledge which makes any of its representations contained in this Agreement untrue in any material respect or causes any material breach of its obligations under this Agreement,

(b) LVGI shall as promptly as reasonably practicable notify KETOSPORTSof: (i) any notice or other communication of which LVGI has Knowledge from any Person alleging that the consent of such Person (or other Person) is or may be required in connection with the transactions contemplated by this Agreement; any notice or other communication of which LVGI has Knowledge from any Governmental Entity in connection with the transactions contemplated by this Agreement; and any fact or occurrence between the date of this Agreement and the Closing of which it becomes aware which makes any of the representations contained in this Agreement untrue in any material respect or causes any material breach of its obligations under this Agreement.

6.4 Access and Information.

(a) Each of LVGI and KETOSPORTSshall afford to the other party and such other party’s representatives reasonable access at reasonable times, upon reasonable prior notice, to its officers, employees, agents, properties, offices and other facilities and to the books and records thereof and furnish promptly to the other party and its representatives such information concerning its business, properties, contracts, records and personnel (including, without limitation, financial, operating and other data and information) as may be reasonably requested, from time to time, by such other party.

(b) Notwithstanding the foregoing provisions of this section, neither party shall be required to grant access or furnish information to the other party to the extent that such access or the furnishing of such information is prohibited by law. No investigation by the parties hereto made heretofore or hereafter shall affect the representations and warranties of the parties which are contained herein, and each such representation and warranty shall survive such investigation.

(c) The information received pursuant to this Agreement that is non-public shall be deemed to be Confidential Information for purposes of this Agreement.

6.5 Lock-up Agreement by the Key Employees, Officers and Directors. At Closing, all officers, directors, stockholders owning greater than 9.99% of LVGI common stock, and those key employees agreed to by LVGI and KETOSPORTS (the "Restricted Holders") shall enter into an agreement prohibiting such persons from selling any LVGI stock for a period of three (3) months from the Closing Date. In addition, each Restricted Holder shall agree that they will not, for a period of twenty-four (24) months following the Closing Date, directly or indirectly, effect or agree to effect any short sale (as defined in Rule 200 under Regulation SHO of the Exchange Act), whether or not against the box, establish any "put equivalent position" (as defined in Rule I6a-1(h) of the Exchange Act) with respect to the common stock of LVGI, borrow or pre-borrow any shares of LVGI common stock, or grant any other right (including, without limitation, any put or call option) with respect of the LVGI common stock or with respect of any security that includes, relates to or derives any significant part of its value from LVGI common stock or otherwise seek to hedge their position in LVGI common stock.

6.6 Tag Along Rights. This Agreement shall provide that to the extent shareholders of the Company owning greater than fifty percent (50%) of the issued and outstanding shares of capital stock of KETOSPORTS desire to sell their stock in the Company to a bona-fide third party purchaser, each of the other shareholders shall have standard tag along rights so that they can participate in such sale upon the same price and on the same other terms and conditions, subject to such limitations as are agreed to.

6.7 Confidentiality.

(a) Neither LVGI, KETOSPORTS, nor any representative, agent or stockholder of such parties shall use or disclose to any Person, except as compelled by law, any Confidential Information for any reason or purpose whatsoever, nor shall they make use of any of the Confidential Information for their own purposes or for the benefit of any Person except in furtherance of the Business.

(b) Each of LVGI, and KETOSPORTS, agrees that, except as otherwise compelled by law, it will not issue any reports, statements or releases, in each case relating to this Agreement or the transactions contemplated hereby, without the prior written consent of the other parties. To the extent compelled by law, the non-disclosing party shall have the right to review any report, statement or release as promptly as possible prior to its publication and to reasonably consult with the disclosing party with respect to the content thereof. This section shall not limit or restrict the parties from communicating any information to its Affiliates or other interested persons.

6.8 Further Assurances. Each of the parties hereto shall execute such documents and take such further actions as may be reasonably required or desirable to carry out the provisions of this Agreement and consummate the transactions contemplated hereby. Each party shall use its reasonable efforts to fulfill or obtain the fulfillment of the conditions to the Closing set forth herein.

6.9 Non-Disparagement. Neither LVGI, KETOSPORTS, nor any representative, agent or stockholder of the same will make, or cause to be made, any statement, observation or opinion, or communicate any information (whether oral or written) that disparages, or may in any way harm the reputation or business of the other of them or their Affiliates or any of their respective former, present or future directors, managers, officers, equity holders, employees or related Persons.

6.10 Notification. From the date hereof until the Closing, each party shall give prompt written notice to the other of the occurrence, or failure to occur, of any event, which occurrence or failure to occur would be reasonably likely to cause any representation or warranty of such party that is contained in this Agreement to be untrue or inaccurate in any material respect as if such representation and warranty were made at such time and the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. Such disclosure by any party pursuant to this section, however, shall not be deemed to amend or supplement any schedule or cure any misrepresentation or breach of warranty.

6.11 Exclusivity.

(a) During the period from the date of this Agreement until the earlier of the termination of this Agreement or the Closing, KETOSPORTSshall not, directly or indirectly, through any officer, director, manager, employee, representative, Affiliate or agent, (i) take any action to solicit, initiate, encourage or support any inquiries or proposals that constitute, or could reasonably be expected to lead to, a proposal or offer for a merger, consolidation, business combination, sale of substantial assets, sale of shares of capital stock (including without limitation by way of a tender offer) or similar transactions involving KETOSPORTS, other than the transactions contemplated or expressly permitted by this Agreement (any of the foregoing inquiries or proposals being referred to in this Agreement as a "Transaction Proposal"), (ii) engage in negotiations or discussions concerning, or provide any non-public information to any Person relating to, any Transaction Proposal, or (iii) agree to approve or recommend any Transaction Proposal.

(b) KETOSPORTSshall notify LGVI no later than one (1) Business Day after receipt by KETOSPORTS (or its advisors) of any Transaction Proposal or any request for nonpublic information in connection with a Transaction Proposal or for access to the properties, books or record of KETOSPORTSby any Person that informs KETOSPORTSthat it is considering making, or has made, a Transaction Proposal.

ARTICLE VII

ADDITIONAL AGREEMENTS

7.1 Meetings of Stockholders.

(a) KETOSPORTSwill, as promptly as possible after the date of this Agreement, take all actions necessary in accordance with Illinois (state of incorporation) law and its Articles of Incorporation and By Laws to either (i) call, give notice of, convene and hold a meeting of KETOSPORTS's shareholders to be held on the earliest possible date or (ii) prepare and distribute a written consent of shareholders in lieu of a meeting of KETOSPORTS's shareholders, in either case to consider and vote on approval of this Agreement and the transactions contemplated herein (the "KETOSPORTS Shareholders' Meeting"). The Board of Directors of KETOSPORTSwill recommend to the shareholders of KETOSPORTSthe approval of this Agreement and the transactions contemplated herein and KETOSPORTSwill use its reasonable best efforts to solicit from the shareholders of KETOSPORTSproxies or consents in favor of the approval of this Agreement.

(b) The Board of Directors of KETOSPORTSshall be permitted to withhold, withdraw, amend or modify its recommendation in favor of this Agreement and the transactions contemplated herein to its stockholders ("Change of Recommendation") if the following conditions are met: (i) a bona fide Transaction Proposal shall have been made and not withdrawn which was not solicited, encouraged or facilitated after the date of this Agreement in breach of and did not otherwise result from a breach of this Agreement, (ii) the Board of Directors of KETOSPORTSdetermines in good faith by affirmative vote of a majority of all of its members, after consultation with its outside legal counsel, that such Transaction Proposal is a superior proposal (taking into account any adjustment to the terms and conditions proposed by LVGI in response to such Transaction Proposal) and (iii) the Board of Directors of KETOSPORTSdetermines in good faith by affirmative vote of a majority of all of its shareholders on the basis of advice of its outside legal counsel that such Change of Recommendation is necessary for the Board of Directors of KETOSPORTSto comply with its fiduciary duties to its shareholders under Illinois law.

(c) LVGI will, as promptly as possible after the date of this Agreement, take all actions necessary in accordance with federal securities laws, Nevada law and its charter and bylaws to either (i) call, give notice of, convene and hold a meeting of LVGI’s stockholders to be held on the earliest possible date determined in consultation with KETOSPORTSor (ii) prepare and distribute a written consent of stockholders in lieu thereof, in either case to consider and vote on approval of this Agreement and the transactions contemplated herein (the "LVGI Stockholders’ Meeting").

7.2 Appropriate Action; Consents: Filings.

(a) LVGI and KETOSPORTS shall each use their reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or make any filings with or notifications or submissions to any Governmental Entity (other than described in the following clause (iii)) required to be made by LVGI and KETOSPORTS in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the transactions contemplated herein, required under (A) the Securities Act and any other applicable federal or state securities laws, und (B) any other applicable law; provided that LVGI and KETOSPORTS shall cooperate with each other in connection with the making of all such filings and submissions. Each of LVGI and KETOSPORTS, upon request, shall furnish to the others and to any Governmental Entity all information concerning itself and its subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary, advisable or required for any application or other filing or submission to be made pursuant to the rules and regulations of any applicable law in connection with the transactions contemplated by this Agreement.

(b) LVGI and KETOSPORTS agree to cooperate with respect to and agree to use their reasonable best efforts to contest and resist, any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) of any Court or other Governmental Entity that is in effect and that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement.

(i) Each of LVGI and KETOSPORTS shall give any notices to third Persons, and use their reasonable best efforts to obtain any third Persons consents (A) necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (B) otherwise required under any contracts, licenses, leases or other agreements in connection with the consummation of the transactions contemplated hereby or (C) required to prevent a KETOSPORTS Material Adverse Effect or an LVGI Material Adverse Effect from occurring.

(ii) In the event that any party shall fail to obtain any third Person consent described in subsection (i) above, such party shall use its reasonable best efforts, and shall take any such actions reasonably requested by the other parties, to limit the adverse effect upon LVGI, KETOSPORTS and their respective businesses resulting, or which could reasonably be expected to result, from the failure to obtain such consent.

(c) Nothing in this Agreement shall require LVGI to agree to, or permit KETOSPORTSto agree to, the imposition of conditions, the payment of any amounts or any requirement of divestiture to obtain any approval, and in no event shall any party take, or be required to take, any action that would or could reasonably be expected to have a KETOSPORTS Material Adverse Effect or a LVGI Material Adverse Effect.

(d) Each of LVGI and KETOSPORTS shall promptly notify the others of (i) any material change in its current or future business, financial condition or results of operations, (ii) any complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Court or Governmental Entities with respect to the transactions contemplated hereby or its business, (iii) the institution or the threat of material litigation involving it, or (iv) any event or condition that might reasonably be expected to cause any of its representations, warranties, covenants or agreements set forth herein not to be true and correct at the Closing. As used in the preceding sentence, "material litigation" means any case, arbitration or adversary proceeding or other matter which would have been required to be disclosed by the parties prior to execution of this agreement, or disclosed in the LVGI annual report, as the case may be, if in existence on the date hereof, or in respect of which the legal fees and other costs to LVGI or KETOSPORTSmight reasonably be expected to exceed fifty thousand dollars ($50,000.00) over the life of the matter.

7.3 Public Announcements. LVGI shall be responsible for issuing any press release or otherwise make any public statements with respect to this Agreement and the transactions contemplated herein.

7.4 Indemnification.

(a) Indemnity Agreement of KETOSPORTS. Subject to the provisions and limitations of this Section, KETOSPORTS, for itself, its successors and assigns, agrees to indemnify and hold harmless each of LVGI and its respective officers, directors, representatives, and agents from and against:

(i) Failure to Perform Obligations. Any Event of Loss (as defined below) or Loss (as defined below) arising as a result of KETOSPORTS’s failure to perform or discharge any of its duties or obligations to be performed by KETOSPORTS hereunder; and

(ii) Breach of Representations, Warranties or Covenants. Any Event of Loss or Loss arising from any breach of any representation, warranty or covenant of KETOSPORTS set forth in this Agreement.

(b) Indemnity Agreement of LVGI. Subject to the provisions and limitations of this Section, each of LVGI, for itself, its successors and assigns, agrees to indemnify and hold harmless KETOSPORTS and its officers, directors, representatives, and agents from and against:

(i) Failure to Perform Obligations. Any Event of Loss or Loss arising as a result of LVGI's failure to discharge or perform any duties or obligations to be performed by LVGI or hereunder; and

(ii) Breach of Representations. Warranties or Covenants. Any Event of Loss or Loss arising from any breach of a representation, warranty or covenant of LVGI as set forth in this Agreement.

(c) Definition of "Loss". Any party to this Agreement against whom or which indemnification may be sought pursuant to this Section shall be herein called an "Indemnifying Party." and any person entitled to indemnification pursuant to this Section shall be herein called an "Indemnified Party." The occurrence of an event which may result in a loss, cost, expense or liability of an Indemnified Party hereunder as to which the Indemnifying Party shall have received notice from the Indemnified Party shall be herein called an "Event of Loss," and the amount of any loss, cost, expense or liability of any kind whatsoever (including legal fees and disbursements incurred in connection therewith) incurred by an Indemnified Party shall be herein called a "Loss;" provided, however, that for purposes of computing the amount of Loss incurred by any Indemnified Party, there shall be deducted an amount equal to the amount of any insurance proceeds (other than self-insurance) directly or indirectly received by such Indemnified Party in connection with such Loss or the circumstances giving rise thereto. Upon payment by an Indemnified Party of any Loss, the indemnifying Party shall discharge its obligation to indemnify the Indemnified Party against such Loss by paying to the Indemnified Party an amount that, on an after-tax basis reflecting the hypothetical tax consequences, if any, of the receipt of such amount, shall be equal to the hypothetical after-tax amount of such Loss by taking into account the hypothetical tax consequences, if any, to the Indemnified Party of the payment of such Loss. For purposes of this Section, references to "after-tax" basis, "hypothetical" tax consequences and "hypothetical" after-tax amount refer to calculations of foreign, federal, state and local tax at the maximum statutory rate (or rates, in the case of an item of income or deduction taxable or deductible for purposes of more than one tax) applicable to the Indemnified Party for the relevant year, after taking into account, for example, the effect of deductions available for other taxes such as state and local income taxes, which effect would similarly be calculated on the basis of the maximum statutory rate (or rales) of the tax (or taxes) for which such deduction was available.

(d) Insurance Proceeds Received After Indemnification. Each party agrees that, if it receives any payments from the other party hereto with respect to any Loss pursuant to this Section and subsequently such party receives any amount of insurance proceeds (other than from self-insurance) in connection with any such Loss or the circumstances giving rise thereto, such party agrees to promptly deliver or cause to be delivered the amount of such insurance proceeds to the party that made such indemnification payments pursuant to this Section; provided, however, a party shall not be required to pay (or cause to be paid) to the other party an amount of insurance proceeds in excess of the payment in respect of the related Loss paid by the Indemnifying Party.

(e) Deductible Amount and Time Period. An Indemnifying Party shall not be required to make any indemnification payments hereunder for which such Indemnifying Party would otherwise be liable under this Section until (and then only to the extent that) the total of all amounts to which, but for the provisions of this sentence, the Indemnified Party would be entitled pursuant to this Section with respect to all Losses exceeding twenty five thousand ($25,000) but not to exceed twenty percent (20%) of the Cash Purchase Price; provided, however, that the limitations on liability set forth in this sentence shall not be applicable to (i) any claim against an Indemnifying Party alleging fraudulent misrepresentation or (ii) any payments to be made by the Indemnifying Party pursuant to any provision of this Agreement (other than those set forth in this Section) or any provision of the instruments of assumption referred to herein.

(f) Notwithstanding anything in this Section to the contrary, the Indemnifying Party shall have (i) no liability for any Loss arising out of claims of a person not a party or an affiliate of a party to this Agreement as to which the Indemnifying Party shall not have received notice within two (2) years from the Closing and (ii) no liability for any Loss arising out of claims under this Agreement (other than those referred to in clause (i) of this sentence) as to which the Indemnifying Party shall not have received notice within two (2) years from the Closing Date.

(g) Defense of Claims. In case any legal action shall be commenced or threatened (provided that in the case of a threatened legal action the Indemnified Party believes in good faith that an indemnifiable Loss is likely to occur) against an Indemnified Party which could result in a Loss, the Indemnified Party shall promptly notify the Indemnifying Party in writing. After receipt of any such notice, the Indemnifying Party shall have the right, exercisable by written notice of exercise to the Indemnified Party promptly after receipt of the notice provided for in the next preceding sentence, to participate in and assume (and control) the defense of such action, at its own expense and with its own counsel, provided such counsel is satisfactory to the Indemnified Party. If the Indemnifying Party elects to assume the defense of such action, the Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action. The Indemnified Party shall have the right to participate in (but not control) the defense of any such action, but the fees and expenses of counsel for the Indemnified Party shall be at its own expense except as set forth in the following sentence. The Indemnifying Party shall bear the reasonable fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel due to actual or potential conflicting interests between the Indemnified Party and the Indemnifying Party, (ii) the Indemnifying Party shall not elect to assume the defense of the action, (iii) the Indemnifying Party shall not have employed counsel satisfactory to the Indemnified Party to represent the Indemnifying Party in connection with its assumption of the defense of the action within a reasonable time after notice pursuant to the first sentence of this paragraph is delivered to the effect that such action has been commenced or is threatened, or (iv) the Indemnifying Party has authorized the employment of counsel for the indemnified Party to handle the defense of the action at the expense of the Indemnifying Party. In no event will the Indemnifying Party be liable for any settlement or admission of liability with respect to any action without its prior written consent, which shall not be unreasonably withheld, but if settled with such consent, the Indemnifying Party shall be liable therefore, subject to the limitations set forth in this Section. The Indemnifying Party may not settle any liability or claim subject to indemnification pursuant to this Section without the consent of the Indemnified Party and on any basis that does not provide for a full release of the Indemnified Party. Any participation in, or assumption of the defense of, any action by an Indemnifying Party shall be without prejudice to the right of the Indemnifying Party and shall not be construed as a waiver of its right to deny the obligation to indemnify the Indemnified Party. The giving of notice, as above provided, of a loss, damage, cost or expense claimed to be indemnifiable hereunder, to exercise the right, as the same is provided (and limited) herein, to participate in and assume control of the defense against such claim, shall be a prerequisite to any obligation to indemnity; provided, however, that the Indemnified Party’s rights pursuant to this Section shall not be forfeited by reason of a failure to give such notice or to cooperate in the defense to the extent such failure does not have a material and adverse effect on the defense of such matter. Notwithstanding any of the above, LVGI shall have control of any action arising from a tax claim to the extent such claim is reflected on LVGI’s tax returns.

(h) Payment of Loss: Subrogation. Any Loss for which an Indemnified Party is entitled to payment hereunder shall be paid by the Indemnifying Party upon written demand by the Indemnified Party. The Indemnifying Party shall be subrogated to any claims or rights of the Indemnified Party as against any other persons with respect to any Loss paid by the Indemnifying Party under this Section. The Indemnified Party shall cooperate with the Indemnifying Party to a reasonable extent, at the Indemnifying Party's expense, in the assertion by the Indemnifying Party of any such claims against such other persons.

(i) Notice of Event of Loss. Each party agrees that it will give notice to the other party hereunder promptly, but in no event later than thirty (30) days, after the receipt by one of its responsible officers of knowledge of a state of facts which, if not corrected, would be an Event of Loss hereunder. Each party shall make available to the other party and its counsel and accountants, at reasonable times and for reasonable periods, during normal business hours, all books and records of such party relating to any such possible Event of Loss, and each party will render to the other such assistance as it may reasonably require of the other in order to insure prompt and adequate prosecution of the defense of any suit, claim or proceeding based upon such state of facts.

ARTICLE VIII

CONDITIONS

8.1 Conditions to Obligations of Each Party. The respective obligations of each party to effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

(a) No Order. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, law, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) that is in effect and has the effect of making the transactions contemplated hereby illegal or otherwise prohibiting consummation of this Agreement or the transactions contemplated hereby.

(b) Government Consents. The applicable waiting period under any approvals of any Governmental Entity which the failure to obtain would constitute a criminal offense, or individually or in the aggregate would be reasonably expected to have a KETOSPORTS Material Adverse Effect or a LVGI Material Adverse Effect.

8.2 Additional Conditions to Obligations of LVGI. The obligations of LVGI to affect this Agreement and the transactions contemplated hereby are also subject to the satisfaction at or prior to the Closing Date of the following conditions:

(a) Representations and Warranties. Each of the representations and warranties of the parties contained in this Agreement (which for purposes of this subparagraph (a) shall be read as though none of them contained any KETOSPORTS Material Adverse Effect or other materiality qualifications) shall be true and correct in all respects on the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties specifically relate to a specified date, in which case such representations and warranties shall be true and correct as of such specified date) except where the failure of such representations and warranties in the aggregate to be true and correct in all respects has not had, and would not reasonably be expected to have, a KETOSPORTS Material Adverse Effect.

(b) Agreements and Covenants. KETOSPORTSshall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.

(c) No Material Adverse Effect. No KETOSPORTS Material Adverse Effect shall have occurred and be continuing as of the Closing Date.

(d) Compliance Certificate. LVGI shall have received a certificate from the appropriate officer of KETOSPORTS, dated the Closing Date, confirming that the conditions in Sections 8.2(a), (b) and (c) have been satisfied.

(e) Anti Sandbagging: LVGI fully acknowledges that it has exercised due diligence and proper investigation with respect to KETOSPORTS and that KETOSPORTS will not be liable to LVGI with respect to any breach of any representation or inaccuracy or warranty in this Agreement if LVGI had knowledge of such Breach before Closing.

(f) Shareholder Approval. This Agreement and the transactions contemplated herein shall have been approved and adopted by the Required Vote of KETOSPORTS.

(g) Buy-Sell Agreement. The Parties shall have agreed to the terms of the Buy-Sell Agreement, to be executed within Ninety (90) days of the closing date.

8.3 Additional Conditions to Obligations of KETOSPORTS. The obligations of KETOSPORTSto effect the transactions contemplated hereby are also subject to the satisfaction at or prior to the Closing Date of the following conditions:

(a) Representations and Warranties. Each of the representations and warranties of LVGI contained in this Agreement (which for purposes of this subparagraph (a) shall be read as though none of them contained any LVGI Material Adverse Effect or other materiality qualification) shall be true and correct in all respects on the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties specifically relate to a specified date, in which case such representations and warranties shall be true and correct as of such specified date) except where the failure of such representations and warranties in the aggregate to be true and correct in all respects has not had, and would not reasonably be expected to have, a LVGI Material Adverse Effect.

(b) Agreements and Covenants. LVGI shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date.

(c) No Material Adverse Effect. No LVGI Material Adverse Effect shall have occurred and be continuing as of the Closing Date.

(d) Compliance Certificate. KETOSPORTSshall have received a certificate from the appropriate officers of LVGI, dated the Closing Date, confirming that the conditions in Sections 8.3 (a), (b) and (c) have been satisfied.

(e) Anti Sandbagging: KETOSPORTS fully acknowledges that it has exercised due diligence and proper investigation with respect to LVGI and that LVGI will not be liable to KETOSPORTS with respect to any breach of any representation or inaccuracy or warranty in this Agreement if KETOSPORTS had knowledge of such Breach before Closing.

(f) Approval. This Agreement and the transactions contemplated herein shall have been approved and adopted by the Required Vote of LVGI.

(g) Buy-Sell Agreement. The Parties shall have agreed to the terms of the Buy-Sell Agreement, to be executed at the Closing.

ARTICLE IX

TERMINATION, AMENDMENT AND WAIVER

9.1 Termination. This Agreement may be terminated by any of LVGI and KETOSPORTS, at any time prior to the Closing Date for any reason.

9.2 Effect of Termination. In the event of termination of this Agreement prior to Closing, the parties shall be released from their obligations hereunder, and this Agreement shall be of no further force or effect.

9.3 Amendment. This Agreement may be amended by the parties hereto by action taken by or on behalf of their respective Boards of Directors. This Agreement may not be amended except by an instrument in writing signed by the parties hereto.

9.4 Waiver. Any party hereto may (a) extend the time for the performance of any of the obligations or other acts of the other party hereto, (b) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto and (c) waive compliance by the other party with any of the agreements or conditions contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party or parties to be bound thereby.

9.5 Fees. Expenses and Other Payments. Except as provided in this Agreement, all expenses incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such expenses whether or not the transactions contemplated herein are consummated.

ARTICLE X

SURVIVAL

All the representations and warranties of LVGI and KETOSPORTScontained herein and in any certificate delivered to another party in connection with this Agreement, and all claims with respect thereto, shall survive until and terminate on the day that is eighteen (18) months after the Closing Date, except that the representations and warranties contained in Sections 4.1, 4.3, 4.4, 5.1, 5.3, 5.5 and 5.6 shall survive indefinitely. In the event notice of any claim for indemnification has been given within the applicable survival period, the representations and warranties that are the subject of such indemnification claim shall survive with respect to such claim until such time as such claim is finally resolved.

ARTICLE XI

GENERAL PROVISIONS

11.1 Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given upon receipt, if delivered personally, mailed by registered or certified mail (postage prepaid, return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by such party) or sent by electronic transmission to the e-mail address specified below:

(a) If to LVGI, to:

Joseph Francella

Chief Executive Officer

Limitless Venture Group, Inc.

121 East 35^th Street

Tulsa, Oklahoma 74105

joseph@lvginc.com

(a)

If to KETOSPORTS to:

Savitri Boodram Jones

205 Main Street

Suite B

Seymore, IL 61875

boodram.savitri@gmail.com

11.2 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Section references herein are, unless the context otherwise requires, references to sections of this Agreement.

11.3 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

11.4 Entire Agreement. This Agreement (together with the Exhibits) constitute the entire agreement of the parties, and supersedes all prior agreements and undertakings, both written and oral, among the parties or between any of them, with respect to the subject matter hereof.

11.5 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and legal representatives. This Agreement is not assignable other than by operation of law or the written consent of all other parties.

11.6 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

11.7 Failure or Indulgence Not Waiver: Remedies Cumulative. No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive to, and not exclusive of any rights or remedies otherwise available.

11.8 Governing Law; Consent Jurisdiction; Venue.

(a) This Agreement, and the rights and obligations of the parties hereto, shall be governed by and construed in accordance with the laws of the State of Illinois, regardless of the laws that might otherwise govern under applicable principles of conflicts of law; and

(b) If either party initiates suit against the other party, the initiating party agrees to file the suit in the state designated by the defending party. Therefore:

(i) If KETOSPORTS initiates suit against LVGI, KETOSPORTS must file the suit in the state of Oklahoma and each of the parties will hereto irrevocably submit to the exclusive jurisdiction of the state courts of Oklahoma and to the jurisdiction of the United States District Court for the Northern District of Oklahoma, for the purpose of any action or proceeding arising out of or relating to this Agreement and each of the parties hereto irrevocably agrees that all claims in respect to such action or proceeding shall be heard and determined exclusively in such courts sitting in the State of Oklahoma. Each of the parties hereto agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; and

(ii) If LVGI initiates suit against KETOSPORTS, LVGI must file the suit in the state of Illinois and each of the parties will hereto irrevocably submit to the exclusive jurisdiction of the state courts of Illinois and to the jurisdiction of the United States District Court for the District of Illinois, for the purpose of any action or proceeding arising out of or relating to this Agreement and each of the parties hereto irrevocably agrees that all claims in respect to such action or proceeding shall be heard and determined exclusively in such courts sitting in the State of Illinois.

(c) Each of the parties hereto irrevocably consents to the service of any summons and complaint and any other process in any action or proceeding relating to this Agreement and the transactions contemplated herein, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Section shall affect the right of any party hereto to service legal process in any other manner permitted by law.

11.9 Expenses. Each party shall pay its respective expenses incurred by it in negotiating and preparing this Agreement.

11.10 Usage. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. All terms defined in this Agreement in their singular or plural forms have correlative meanings when used herein in their plural or singular forms, respectively. The words "include," "includes" and "including" do not limit the preceding words or terms and shall be deemed to be followed by the words "without limitation." Additionally, in this Agreement, unless a contrary intention appears, (a) the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision, and to any certificates delivered pursuant hereto; and (b) reference to any Article or Section means such Article or Section hereof.

11.12 Interpretation. The parties hereto acknowledge and agree that: (a) each party and its counsel reviewed and negotiated the terms and provisions of this Agreement and have contributed to its revision; (b) the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement; and (c) the terms and provisions of this Agreement shall be construed fairly as to such parties, regardless of which party was generally responsible for the preparation of this Agreement.

11.13 Counterparts. This Agreement may be executed in multiple counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

* * * * * * *

[Signature Pages Follows]

LIMITLESS VENTURE GROUP, INC.

_______/s/ Joseph Francella____________

By: Joseph Francella

Title: CEO

Date: 08/19/2020

KETOSPORTS, INC.

______/s/ Savitri Boodram_____________

By: Savitir Boodram

Title: President

Date: 08/18/2020

SHAREHOLDERS:

India Braddock

By: ______/s/ India Braddock____________

Print: Name: India Braddock

Title: Vice President

Date: 08/18/2020

Savitri Boodram Jones

By: ______/s/ Savitri Boodram _________

Print Name: Savitir Boodram

Title: President

Date: 08/18/2020

Alcarcilus Shelton

By: _____/s/ Alcarcilus Shelton ________

Print: Alcarcilus Shelton

Date: 08/18/2020

Patrick Arnold

By: _____/s/ Patrick Arnold_____

Print: Patrick Arnold

Date: 08/18/2020

SCHEDULE 8.2(d)

KETOSPORTS Compliance Certificate

In accordance with, and subject to the terms and conditions of, Section 8.2(d) of the Acquisition Agreement, KETOSPORTS hereby certifies that, as of the date written below:

Each representation and warranty of KETOSPORTS in the Acquisition Agreement is true and correct in all respects, except where the failure of such representations and warranties in the aggregate to be true and correct in all respects has not had, and is not reasonably expected to have, a KETOSPORTS Material Adverse Effect, as such term is defined in the Acquisition Agreement;

KETOSPORTS has performed or complied in all material respects with all agreements and covenants required by the Acquisition Agreement to be performed or complied with by KETOSPORTS on or prior to the date written below; and

No KETOSPORTS Material Adverse Effect has occurred or is continuing as of the date written below.

KETOSPORTS, INC.

______/s/ Savitri Boodram_____________

By: Savitir Boodram

Title: President

Date: 08/18/2020

SCHEDULE 8.3(d)

LVGI Compliance Certificate

In accordance with, and subject to the terms and conditions of, Section 8.3(d) of the Acquisition Agreement, LVGI hereby certifies that, as of the date written below:

Each representation and warranty of LVGI in the Acquisition Agreement is true and correct in all respects, except where the failure of such representations and warranties in the aggregate to be true and correct in all respects has not had, and is not reasonably expected to have, a LVGI Material Adverse Effect, as such terms are defined in the Acquisition Agreement;

LVGI has performed or complied in all material respects with all agreements and covenants required by the Acquisition Agreement to be performed or complied with by LVGI on or prior to the date written below; and

No LVGI Material Adverse Effect has occurred or is continuing as of the date written below.

LIMITLESS VENTURE GROUP, INC.

_______/s/ Joseph Francella____________

By: Joseph Francella

Title: CEO

Date: 08/19/2020

EXHIBIT A

SHAREHOLDER EXCHANGE RATIO

KETOSPORTS Shareholders	Percent Ownership in KETOSPORTS Inc	No. Of Shares Issued	No. Shares to be Exchanged	No. of LVGI Preferred Shares to Be Issued	Cash Exchanged for KS Shares
India Braddock	30.00%	300	142	750	$67,500
Savitri Boodram Jones	30.00%	300	142	750	$67,500
Alcarcilus Shelton	20.00%	200	95	500	$45,000
Patrick Arnold	20.00%	200	95	500	$45,000
LVGI			79		$75,000
	100.00%	1,000	553	2,500	$300,000

EX1A-7 ACQ AGMT 5 ex72acqagr.htm

EX1A-7.2 ACQUISITION AGREEMENT

ACQUISITION AGREEMENT

By and Among

LIMITLESS VENTURE GROUP, INC.

ROKIN, INC.

SHAREHOLDERS OF ROKIN, INC.

Effective Date: May 1, 2020

ACQUISITION AGREEMENT

THIS ACQUISITION AGREEMENT, dated as of May 1, 2020 (this "Agreement"), is by and among LIMITLESS VENTURE GROUP, INC., a Nevada C-corporation ("LVGI"), and; ROKIN, INC., a Nevada C-Corporation (“ROKIN”), and; Bauer Investment, LLC, Mar-Beth LLC, Daryl S. Bauer and Nadine Benson, JTWROS, Alexander H. Bauer and Ashton Bauer, JTWROS, Leonard ET Marsh and Jinny RS Marsh JTWROS, Cindy Solomon and Clagett H. Moxley JTWROS, Equity Trust Company/Custodian FBO: Todd Fasanella, Acct# 200205098 “IRA”, and Training Source, Inc. d/b/a TSI Associates (collectively known as the “Shareholders”).

RECITALS

WHEREAS, ROKIN owns and operates an online and offline distribution business that sells stimulant-free energy and diet support products (the "Business"); and

WHEREAS, as of the date of this Agreement, ROKIN has issued one thousand (1,000) common shares of the capital stock of ROKIN to the Shareholders, and no other shares of capital stock have been issued; and

WHEREAS, prior to the Closing Date, ROKIN will authorize an additional three hundred and sixteen (316) shares of ROKIN capital stock; and

WHEREAS, LVGI (OTC PINK; LVGI) is a publicly traded holding company that invests in complementary businesses in order to fund their growth and bring value to its shareholders; and

WHEREAS, LGVI desires to purchase from ROKIN and ROKIN desires to issue to LVGI three hundred and sixteen (316) common shares of the capital stock of ROKIN, which upon issuance will represent approximately twenty four percent (24%) of the outstanding shares of ROKIN, in exchange for payment to ROKIN in the amount of Two Hundred and Sixty One Thousand U.S. Dollars ($261,000) in cash, products and services; and

WHEREAS, LVGI desires to purchase Three Hundred and Fifty Six (356) common shares of the capital stock of ROKIN from the Shareholders in exchange for an equivalent market value of Three Hundred Thousand U.S. Dollars ($300,000) of LVGI Preferred Stock as of the effective date of this Agreement.

WHEREAS, LVGI and ROKIN desire to set forth certain requirements and processes for the governance, funding and operation of ROKIN subject to the terms and conditions hereof.

ARTICLE I

DEFINITIONS

1.1 Definitions. Certain capitalized and other terms used in this Agreement are defined as follows and are used herein with the meanings ascribed to them therein:

"Affiliate" means a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, another person.

"Business Day" means any day other than a day on which banks in the State of Oklahoma or in the State of Delaware are authorized or obligated to be closed.

"Code" shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder.

"GAAP" shall mean generally accepted accounting principles in the United States as in effect from time to time.

"Knowledge" means the actual knowledge of any officer or director of a Person including all officers and directors of ROKIN after reasonable inquiry of the management personnel employed by such Person.

"LVGI Annual Report" shall the annual report and all public disclosures filed with the OTC:PINK;

"LVGI Preferred Stock" shall mean the Series T, U, V, W, X, Y, Z, AA Preferred Stock, convertible to LVGI common stock with a current market value of Nine U.S. Cents ($0.09) per share (as of the effective date of this agreement). Each share in this Series of Preferred Stock is valued at, and convertible to One Thousand (1,000) shares of LVGI common stock.

"Net Earnings" means the amount of gross revenue remaining after all operating expenses, interest, salaries, and taxes have been deducted from a company's total revenue.

"Required Company Vote" shall mean the affirmative vote of the holders of at least a majority of the issued and outstanding shares, voting together, to approve this Agreement.

"Securities Act" shall mean the Securities Act of 1933, as amended, and the regulations promulgated thereunder.

"ROKIN Material Adverse Effect" shall mean any change, effect, event, circumstance or occurrence with respect to the business, condition (financial or otherwise), results of operations, properties, assets, liabilities or obligations of ROKIN, that is, or could be, material and adverse to the current or future business, condition (financial or otherwise), results of operations, properties, assets, liabilities or obligations of ROKINor could prevent or materially delay or impair ROKIN's ability to perform its obligations under this Agreement;

"ROKIN Shareholders" or "Shareholders" means the holders of the Common shares of ROKIN;

"ROKIN Stock" means the outstanding common shares of ROKIN.

"Transaction Proposal" means any contract, proposal, offer or other indication of interest (whether or not in writing and whether or not delivered to the stockholders of ROKINgenerally) relating to any of the following (other than the transactions contemplated by this Agreement): (a) any merger, amalgamation, arrangement, share exchange, take-over bid, tender offer, recapitalization, consolidation or other business combination directly or indirectly involving ROKIN, (b) any acquisition of any business that constitutes twenty-five percent (25%) or more of ROKIN's net revenues, net income or stockholders' equity, or assets representing twenty-five percent (25%) of the book value of the assets of ROKIN (or any license, lease, long-term supply agreement, exchange, mortgage, pledge or other arrangement having a similar economic effect) in each case in a single transaction or a series of related transactions, any acquisition of beneficial ownership (as defined under Section 13 (d) of the Exchange Act) of 25% or more of the capital stock of ROKIN, or (d) any public announcement of an intention to, do any of the foregoing;

1.2 Rules of Construction. Unless the context otherwise requires, as used in this Agreement: (a) an accounting term not otherwise defined has the meaning ascribed to it in accordance with GAAP; (b) "or" is not exclusive; (c) "including" means "including, without limitation;" (d) words in the plural include the singular; (e) the terms "hereof," "herein," "hereby," "hereto" and derivative or similar words refer to this entire Agreement; and (f) the terms "Article" or "Section" refer to the specified Article of Section or this Agreement.

ARTICLE II

PURCHASE AND SALE; CLOSING

2.1 Contribution; Purchase and Sale; Financing. Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties of this Agreement, at the Closing:

(a) Sale of New Shares. In consideration for Two Hundred and Six Thousand U.S. Dollars ($206,000) in cash (to be paid as set forth in Section 2.3 below), and Fifty-Five Thousand U.S. Dollars ($55,000) in products and services (as listed in Exhibit A), ROKIN shall issue Three Hundred Sixteen Shares (316) shares of ROKIN Stock to LVGI, free and clear of all Liens. As soon as practicable after the Closing, ROKIN shall provide confirmation of the book entry, issuing LVGI Three Hundred Sixteen (316) shares of ROKIN Stock.

(b) Stock Swap. The shareholders of ROKIN shall collectively sell Three Hundred Fifty-Six (356) shares of issued ROKIN Stock to LVGI, as set forth on schedule attached as Exhibit B. As consideration for such shares, LVGI shall issue to the Shareholders a total of Three Thousand Three Hundred and Thirty Three Shares (3,333) shares of Series T, U, V, W, X, Y, Z, AA of LVGI Preferred Stock, based on the schedule in Exhibit B.

(i) The LGVI Preferred Stock shall be convertible to LVGI common stock in a ratio of one (1) share of LGVI Preferred Stock to One Thousand (1,000) shares of LGVI common stock, with a current market value as of the effective date of this agreement, of Nine U.S. Cents ($0.09) per share. The LVGI Preferred Stock may be converted into LVGI common stock at the holder’s sole discretion but not earlier than twelve (12) months from the Closing.

(ii) As soon as practicable after the Closing, ROKIN shall provide confirmation of book entry, documenting the transfer to LVGI of said Three Hundred Fifty-Six (356) shares of ROKIN Stock. The ROKIN Stock may not be sold or transferred, other than as set forth in Article IX, until LVGI and ROKIN enter into a Buy/Sell Agreement as defined in Article

(iii) As soon as practicable after the Closing, each Shareholder shall be entitled to receive a share certificate for the LVGI Preferred Stock received by the Shareholder (or at LVGI 's discretion a book-entry confirmation of such LVGI Preferred Stock ownership). The certificates evidencing shares of LVGI Preferred Stock delivered pursuant to this Agreement will bear a legend substantially in the form set forth below and containing such other information as LVGI may deem necessary or appropriate:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER.

(c) Effect of Transaction. Upon satisfactory completion of the foregoing transactions, LVGI shall be the owner of Six Hundred Seventy-Two (672) shares of ROKIN stock. The parties acknowledge and agree that each of the transfers described in this Section 2.1 (as well as any payments received pursuant to this Agreement) are all part of a single transaction treated as a sale of fifty-one percent (51%) of the issued shares of ROKIN.

2.3 Purchase Price for New Shares.

(a) LVGI shall pay to ROKIN the sum of Two Hundred and Six Thousand U.S. Dollars ($206,000) in cash as follows:

(i) LVGI shall pay to ROKIN the sum of Twenty Thousand U.S. Dollars ($20,000) at Closing by immediately available funds, and shall pay to ROKIN the addition sum of Forty Thousand U.S. Dollars ($40,000) as soon as practicable thereafter, but in no event later than sixty (60) Business Days from the Closing; and

(ii) LVGI shall pay to ROKIN the additional sum of One Hundred Forty-Six Thousand U.S. Dollars ($146,000) no later than one hundred and sixty (160) days from the Closing.

(b) LVGI shall contribute to ROKIN certain products and services having a value of Fifty-Five Thousand U.S. Dollars ($55,000) as set forth on Exhibit A attached hereto.

2.4 Additional Funding. In addition to the payments and contributions set forth in Section 2.3 above, LVGI commits to making available to ROKIN within eighteen (18) months from the Closing a minimum of One Million Dollars ($1,000,000) (“Additional Funding”), for the purpose of, but not limited to, growth, inventory purchasing, R&D, operations, expansion and repayment of debt.

2.5 Default. In the event that LVGI defaults in any of its obligations pursuant to Section 2.3 above or Section 2.4 above, time being of the essence, then the other Shareholders of ROKIN may pursue any of the rights and remedies set forth in the Buy/Sell Agreement.

ARTICLE III

GOVERNANCE AND OPERATION OF LVGI AND ROKIN

3.1 Unless and until LVGI timely completes its funding obligations as set forth in Sections 2.3 and 2.4 above, the Board of Directors of ROKIN shall consist of up to five directors, as set forth in the Buy/Sell Agreement. Notwithstanding any conflict with the Bylaws of ROKIN, LVGI shall have no right or authority in its capacity as a shareholder of ROKIN to unilaterally remove or appoint directors, with the exception of the single director to be appointed by LVGI. Notwithstanding any conflict with the Bylaws of ROKIN, the Board of Directors shall exercise exclusive control over the business operations of ROKIN, subject to any limitations set forth in the Buy/Sell Agreement.

3.2 At Closing, ROKIN shall convene for a special meeting of the board and record the resolution of the election of the LVGI representative as a board member in the ROKIN company minutes, as contemplated by Section 3.1 above; and

3.3 The LVGI appointed director shall serve for a minimum of a two-year term, and shall have all the voting rights and privileges granted to them based on the ROKIN articles of incorporation and corporate by-laws; and

3.4 The Board of Directors of ROKIN, shall immediately confirm the officers and executives of ROKIN and shall offer the officers employment contracts in a timely manner.

3.5 Officers and Directors of ROKINshall remain in place and, absent a removal for cause or resignation, shall operate ROKINin consideration of the mission and vision of ROKIN and LVGI. The terms of any existing employment contract that each officer has in place with ROKINshall continue in force but may be subject to amended terms such as code of confidentiality, code of conduct, and non-compete provisions as set forth by LVGI.

3.6 LVGI shall only have operational control of ROKIN through the power granted to the board of directors as stated in the by-laws of ROKIN.

3.7 A minimum of forty-nine percent (49%) of ROKIN’s quarterly Net Earnings shall be retained by ROKIN to be utilized or distributed as ROKIN shall determine in its sole discretion.

3.8 By July 31, 2020, LVGI and ROKINshall develop a written strategic plan ("Strategic Plan") including funding schedules for growth, operations, current debt obligations, and other requirements which will be determined from time to time. Such strategic plan shall also include three-year gross revenue targets.

3.9 Prior to June 30, 2020, and for each calendar quarter, LVGI and ROKINshall jointly establish quarterly funding targets to be met by LVGI for the purpose to support the ROKIN Strategic Plan; and

(a) LVGI acknowledges the current debt obligations of ROKIN, inclusive of loans made by the ROKIN Shareholders, and LVGI agrees that it will not block any reasonable attempt repay the debts as long as the Board of Directors determines that debt payments will not hinder the projected growth of the companies.

ARTICLE IV

ROKIN REPRESENTATIONS AND WARRANTIES

ROKIN hereby represents and warrants to LVGIthat:

4.1 Organization and Standing. ROKINis a corporation duly organized and existing under, and by virtue of, the laws of the State of Nevada and is in good standing under such laws. ROKINhas all requisite corporate power and authority to own and operate its properties and assets and to carry on its business. ROKINis duly qualified to transact business and is in good standing in each jurisdiction in which the failure to qualify would have a ROKIN Material Adverse Effect.

4.2 Articles of Incorporation and By-Laws. ROKINhas previously made available to LVGI a complete and correct copy of its Articles of Incorporation and By-Laws. Also, ROKINwill assure LVGI, that to the best of its Knowledge, it is not in violation in any material respect of any of the provisions of its Articles of Incorporation and By-Laws.

4.3 Corporate Power. ROKINhas, and will have at the Closing, all requisite legal and corporate power and authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement.

4.4 Authorization. All corporate action on the part of ROKIN, its directors and shareholders necessary for the authorization, execution, delivery and performance of this Agreement and the performance of all of ROKIN’s obligations hereunder has been taken or will be taken prior to the Closing. This Agreement constitutes a valid and binding obligation of ROKIN, enforceable in accordance with its terms, except (i) as the same may be limited by bankruptcy, insolvency or other laws relating to or affecting creditors' rights generally or by general equitable principles and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

4.5 No Conflict; Required Filings and Consents.

(a) The execution and delivery of this Agreement by ROKINdoes not, and the consummation of the transactions contemplated hereby will not (i) conflict with or violate its Articles of Incorporation and By-Laws in such case as amended or restated, by ROKIN, (ii) conflict with or violate any laws applicable to ROKINor by which any of its assets or properties is bound or subject, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a lien or encumbrance on any of the properties or assets of ROKINpursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which ROKINis a party or by to which ROKINor any of its assets or properties is bound or subject, except for any such conflicts or violations or breaches, defaults, events, rights of termination, amendment, acceleration or cancellation, payment obligations or liens or encumbrances that would not reasonably be expected to have a ROKIN Material Adverse Effect.

(b) The execution and delivery of this Agreement by ROKINdoes not, and the consummation of the transactions contemplated hereby will not, require ROKINto obtain any approval of or from, or to make any filing with or notification to, any Governmental Entity or third Person, except where the failure to obtain such approvals, or to make such filings or notifications, would not reasonably be expected to have a ROKINMaterial Adverse Effect.

4.6 Financial Statements. ROKINhas delivered to LVGI its unaudited balance sheet as of February 29, 2020 and its unaudited income statements for the period from January, 2020 through February, 2020 (the " ROKIN Financial Statements"). To the best of ROKIN’s Knowledge, the ROKIN Financial Statements are complete and correct in all material respects. The ROKIN Financial Statements accurately set out and describe the financial condition and operating results of ROKINas of the dates, and during the periods indicated therein.

4.7 Absence of Changes. Since May 1, 2020;

(a) ROKINhas not entered into any transaction which was not in the ordinary course of business; and

(b) There has been no event or occurrence that would have a ROKIN Material Adverse Effect; and

(c) There has been no damage to, destruction of or loss of physical property (whether or not covered by insurance) material adversely affecting the business or operations of ROKIN; and

(d) ROKINhas not declared, set aside or paid any dividend or made any distribution on its capital stock, or directly or indirectly redeemed, purchased or otherwise acquired any of its capital stock; and

(e) ROKINhas not increased the compensation of any of its officers, directors or agents, or the rate of pay of its employees as a group in anticipation of the execution of this Agreement; and

(f) There has been no resignation or termination of employment of any key officer or employee of ROKIN, ROKINdoes not have a present intention to terminate the employment of any of the foregoing, and ROKINhas no Knowledge of the impending resignation or termination of employment of any such officer or employee;

(g) There has been no labor dispute involving ROKINor its employees and none is pending or, to ROKIN's Knowledge, threatened; and

(h) There has not been any change in the contingent obligations of ROKIN, by way of guaranty, endorsement, indemnity, warranty or otherwise; and

(i) There have not been any loans, advances or guarantees made by ROKINto any of its employees, officers or directors; and

(j) To ROKIN's Knowledge, there has been no other event or condition of any character pertaining to and materially adversely affecting the assets or business of ROKIN.

4.8 Liabilities/Solvency. ROKINhas no liabilities or obligations, absolute or contingent (individually or in the aggregate), except (i) the liabilities and obligations set forth in the ROKIN Financial Statements, (ii) liabilities and obligations which have been incurred subsequent to May 1, 2020 in the ordinary course of business which have not been in the aggregate, materially adverse, (iii) liabilities and obligations under the lease for its principal business operations and (iv) liabilities and obligations under licensing, sales, procurement and other contracts and arrangements entered into during the normal course of business. ROKINis able to meet all of its payment obligations as they come due. The fair market value of ROKIN's assets exceeds the fair market value of its obligations, whether contingent or otherwise.

4.9 Patents and Other Intangible Assets.

(a) ROKINowns or has the right or license to use all patents, trademarks , service marks, service names, trade names, trade secrets and copyrights used in the conduct of its business as now conducted, free and clear of all claims, mortgages, Liens, loans, and encumbrances, except such encumbrances and Liens which arise in the ordinary course of business and do not materially impair ROKIN's ownership or use of such intellectual property rights. All of the patents, trademarks, service marks and copyrights that ROKINowns or has the right or license to use are shall be provided upon request at any time.

(b) ROKINhas no actual knowledge, without any investigation, that ROKINis infringing upon or misappropriating any valid intellectual property rights of any Person (including without limitation, former employers of all current and former employees, consultants, officers, directors and stockholders of ROKIN), including the right to the name ROKIN and its Facebook page and its web site address. Without any special investigation for purposes of this Agreement, ROKIN, in its reasoned judgment, has determined that making, using or selling any products, services or methods, will not constitute an infringement or misappropriation by ROKIN of the kind described in the preceding sentence.

(c) To ROKIN's Knowledge, ROKINis not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner of, licensor of, or other claimant to, any patent, trademark, trade name, copyright or other intellectual property right, with respect to the use thereof or in connection with the conduct of its business or otherwise.

4.10 Litigation. There are no actions, suits, proceedings or investigations pending or, to ROKIN's Knowledge, threatened against ROKINor its properties before any Governmental Entity. ROKIN is not subject to any continuing order, writ, injunction, consent decree or settlement agreement of, or similar written agreement with, or, to ROKIN’s Knowledge, continuing investigation by, any Court or Governmental Entity.

4.11 Employees. To ROKIN's Knowledge, no employee of ROKINis in violation of any term of any employment contract, intellectual property disclosure agreement or any other contract or agreement relating to the relationship of such employee with ROKINor any other party because of the nature of the business conducted or to be conducted by ROKIN. ROKINis in compliance in all material respects with the applicable provisions of ERISA, and no "reportable event", as such term is defined in Section 4043 of ERlSA, has occurred with respect to any plan subject to Title IV of ERISA or any other plan to which ROKIN is required to contribute on behalf of its employees. ROKINwill use its commercially reasonable best efforts to induce all employees of ROKIN to continue their respective employment following the Closing Date. For each employee hired by ROKIN after December 1, 2019, ROKINhas verified appropriate documents and has a verified and signed INS Form 1-9 for each such employee, if required. All such forms are in ROKIN's possession and shall be turned over to for each employee accepting employment with ROKIN upon request at any time. ROKINhas not received any information that would lead it to believe that a material number of the employees of ROKIN will or may cease to be employees of ROKIN, or will refuse offers of employment from, because of the consummation of this Agreement.

4.12 Certain Transactions. To ROKIN's Knowledge, ROKINis not indebted, directly or indirectly, to any of its officers, directors or stockholders or to their respective spouses or children, in any amount whatsoever; none of said officers, directors or, to ROKIN's Knowledge, stockholders, or any members of their immediate families, are indebted to ROKIN or have any direct or indirect ownership interest in any firm, corporation or entity with which ROKIN is affiliated or with which ROKINhas a business relationship, or any firm or corporation which competes with ROKINexcept that officers, directors and/or stockholders of ROKINmay own less than ten percent (10%) of the stock of publicly traded companies which may compete with ROKIN. No officer, director or stockholder, or any member of their immediate families, is, directly or indirectly, interested in any material contract with ROKIN. ROKINis not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation.

4.13 Material Contracts and Obligations. Upon request at any time, ROKIN shall provide a list of all agreements, contracts, indebtedness, liabilities and other obligations to which ROKINis a party or by which it is bound that are material to the conduct and operations of its business and properties, specifically including those which provide for payments in any fiscal year to or by ROKINin excess of Fifty Thousand Dollars ($50,000), which obligate ROKINto share, license or develop any product or technology, which purports to restrict or limit the ability of ROKINfrom freely engaging in any line of business anywhere in the world or competing with any other Person, which provides for any joint venture or partnership involving ROKIN, or which involve transactions or proposed transactions between ROKINand its officers, directors, affiliates or any affiliate thereof. Copies of such agreements and contracts and documentation evidencing such liabilities and other obligations have been made available for inspection by and LVGI and their counsel. All of such agreements and contracts are valid, binding obligations of ROKINand are in full force and effect in all material respects, assuming due execution by the other parties to such agreements and contracts. ROKINhas no Knowledge of any breach or anticipated breach by any other parties to any contract, agreement or instrument as of the effective date of this agreement.

4.14 Private Placements. All securities issued by ROKINprior to the date hereof have been issued in transactions exempt from registration under the Securities Act and all applicable state securities or "blue sky" laws, and ROKINhas not violated the Securities Act or any applicable state securities or "blue sky" laws in connection with the issuance of any such securities.

4.15 Brokers or Finders; Other Offers. To ROKIN's Knowledge, ROKINhas not incurred and will not incur, directly or indirectly, as a result of any action taken by ROKIN, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement.

4.16 Tax Return and Payments. ROKINacknowledges that it is current with all tax filings and does not have any tax liabilities and therefore is not in violation or in debt to any local, state or federal tax collection agency.

4.17 Environmental Health and Safety Laws. ROKINis not in violation of any applicable statute, law or regulation relating to the environment or occupational health and safety, which violation would have a ROKIN Material Adverse Effect, nor are any material expenditures required in order to comply with any such existing statute, law or regulation.

4.18 Compliance with Laws: To ROKIN’s Knowledge, ROKINis not in violation of any applicable statute, law, regulation, order or restriction of any Governmental Entity in respect of the conduct of its business or the ownership of its properties, which violation would have a ROKIN Material Adverse Effect. ROKINhas all franchises, permits, licenses and any similar authority necessary for the conduct of its business as now being conducted by it, the lack of which would have a ROKIN Material Adverse Effect, and believes it can obtain without undue burden or expense, any similar authority for the conduct of its business as presently planned to be conducted. ROKINis not in default in any material respect under any of such franchises, permits, licenses or other similar authority.

4.19 Absence of Certain Events. To ROKIN's Knowledge, and except as may be otherwise written and attachment hereto, no executive officer, director or managing member or an officer of equivalent rank of ROKINhas been within the past five (5) years, (i) a party to any bankruptcy petition against such person or against any business of which such person was affiliated; (ii) convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting their involvement in any type of business, securities or banking activities; or (iv) found by a court of competent jurisdiction in a civil action by the Securities and Exchange Commission or the Commodity Futures Trading Commission, to have violated a federal or state securities or commodities law and which judgment has not been reversed, suspended or vacated.

4.20 Certain Payments. Except as otherwise disclosed herein or, to the best of ROKIN's Knowledge, neither ROKIN nor any of its officers, employees or agents, nor any other person acting on behalf of ROKIN, has directly or indirectly, within the past five (5) years, given or agreed to give any gift or similar benefit to any person who is, or may be in a position to help or hinder ROKIN's business, or assist it in connection with any actual or proposed transaction, which (i) might be reasonably expected to subject it to any material damage or penalty in any action or to have a ROKIN Material Adverse Effect on ROKIN or its business, assets, properties, financial condition or results of operation, (ii) if not given in the past, might have reasonably been expected to have had a ROKINMaterial Adverse Effect, or (iii) if not continued in the future, might be reasonably expected to have a ROKINMaterial Adverse Effect or to subject ROKIN to material suit or penalty in any action.

ARTICLE V

LVGI REPRESENTATIONS AND WARRANTIES

LVGI hereby represent and warrant to ROKINthat:

5.2 Charter and Bylaws. LVGI have heretofore made available to ROKINa complete and correct copy of their respective Certificate of Incorporation and Bylaws, as amended or restated. LVGI is not in violation of any of the provisions of their respective Certificate of Incorporation or any material provision of their respective Bylaws.

5.4 Capitalization. The authorized capital of LVGI as of the closing date will consist of: 3,875,000,000 issued and outstanding shares, and 4,200,000,000 authorized shares of LVGI stock excluding the LVGI Preferred Stock to be issued to ROKINunder this Agreement.

5.6 LVGI Common Stock. LVGI common stock has been registered with the Securities and Exchange Commission and is freely tradeable. Upon conversion of the LVGI Preferred Stock to shares of LVGI common stock, there will be no restrictions on the sale or transfer of such LVGI common stock.

5.7 No Conflict: Required Filings and Consents.

(b) The execution and delivery of this Agreement by LVGI does not, and the consummation of the transactions contemplated hereby will not, require LVGI to obtain any approvals of or from, or to make any filing with or notification to, any Governmental Entity or third Person, except (i) as disclosed in the LVGI annual report, (ii) for applicable requirements, if any, of the Securities Act, "blue sky" laws and the filing and recordation of appropriate documents as required by Nevada and/or Oklahoma law, and (iii) where the failure to obtain such approvals, or to make such filings or notifications, would not have a LVGI Material Adverse Effect.

5.8 Title to Properties and Assets: Lien. LVGI own their properties and assets free and clear of all mortgages, Liens, loans and encumbrances, except such encumbrances and Liens which arise in the ordinary course of business and do not materially impair LVGI's ownership or use of such properties or assets. With respect to the properties and assets they lease, LVGI, and to the best of LVGI's Knowledge, the counterparties are in compliance with such leases and LVGI hold valid leasehold interests free of any Liens, claims or encumbrances.

5.9 Patents and Other Intangible Assets.

5.10 Litigation. There are no actions, suits, proceedings or investigations pending or, to the best of LVGI's Knowledge, threatened against LVGI or their properties before any Governmental Entity. LVGI is not subject to any continuing order, writ, injunction, consent decree or settlement agreement of, or similar written agreement with, or, to LVGI's Knowledge, continuing investigation by, any Court or Governmental Entity.

5.11 Employees. To the best of LVGI's Knowledge, no employee of LVGI is in violation of any term of any employment contract, intellectual property disclosure agreement or any other contract or agreement relating to the relationship of such employee with LVGI or any other party because of the nature of the business conducted or to be conducted by LVGI. LVGI is in compliance in all material respects with the applicable provisions of ERISA, and no "reportable event", as such term is defined in Section 4043 of ERISA, has occurred with respect to any plan subject to Title IV of ERlSA or any other plan to which LVGI is required to contribute on behalf of their employees.

5.12 Certain Transactions. Except as set forth in the LVGI Annual Report filed with the OTC, LVGI is not indebted, directly or indirectly, to any of its officers, directors or stockholders or to their respective spouses or children, in any amount whatsoever; none of said officers, directors or, to the best of LVGI's Knowledge, stockholders, or any members of their immediate families, are indebted to LVGI or have any direct or indirect ownership interest in any firm, corporation or entity with which LVGI is affiliated or with which LVGI has a business relationship, or any firm or corporation which competes with LVGI except that officers, directors and/or stockholders of LVGI may own less than one percent (1%) of the stock of publicly traded companies which may compete with LVGI. No officer, director or stockholder, or any member of their immediate families, is, directly or indirectly, interested in any material contract with LVGI. LVGI is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation.

5.13 Private Placement. All securities issued by LVGI prior to the date hereof have been issued in transactions exempt from registration under the Securities Act and all applicable state securities or "blue sky" laws, or issued in transactions that resulted in the securities being registered under the Securities Act and LVGI has not violated the Securities Act, Exchange Act, or any applicable state securities or "blue sky" laws in connection with the issuances of any such securities.

5.14 Environmental Health and Safety Laws. LVGI is not in violation of any applicable statute, law or regulation relating to the environment or occupational health and safety, which violation would have a LVGI Material Adverse Effect, nor are any material expenditures required in order to comply with any such existing statute, law or regulation.

5.15 Compliance with Laws; Permits. LVGI is not in violation of any applicable statute, law, regulation, order or restriction of any Governmental Entity in respect of the conduct of their businesses or the ownership of their properties, which violation would have a LVGI Material Adverse Effect. LVGI have all franchises, permits, licenses and any similar authority necessary for the conduct of their businesses as now being conducted by them, the lack of which would have a LVGI Material Adverse Effect, and believes they can obtain without undue burden or expense, any similar authority for the conduct of their businesses as presently planned to be conducted. LVGI are not in default in any material respect under any of such franchises, permits, licenses or other similar authority.

5.16 Specific Tax Representations.

(a) LVGI shall not sell or otherwise dispose of any of the assets of LVGI, except for dispositions made in the ordinary course of business or as otherwise agreed to by ROKINin connection with a proposed disposition of certain intellectual property associated with the prior operations of LVGI and;

(b) LVGI does not own directly or indirectly, nor have they owned during the past five (5) years, directly or indirectly, any equity of ROKIN; and

(d) The LVGI Preferred Stock to be issued in the transactions contemplated by the Agreement, does not have the current right to vote in the election of corporate directors of LVGI; and

(e) LVGI currently is and as of the Closing Date will be classified as corporations for U.S Federal income tax purposes; and

(e) LVGI will pay its own expenses, if any, incurred in connection with the operation of LVGI and/or ROKIN.

ARTICLE VI

COVENANTS AND AGREEMENTS

6.1 Affirmative Covenants of LVGI, and ROKIN. Each of LVGI and ROKINhereby covenants and agrees that, prior to the Closing, unless otherwise expressly contemplated by this Agreement or consented to in writing by the other, it will:

(a) operate its business in all material respects in the usual and ordinary course consistent with past and future best practices; and

(b) use its reasonable best efforts to preserve substantially intact its business organization, maintain its material rights and franchises and subsidiaries, retain the services of its respective officers and key employees and maintain its relationships and goodwill with its customers and suppliers; and

(d) use its reasonable best efforts to keep in full force and effect insurance and bonds comparable in amount and scope of coverage to that currently maintained.

6.2 Negative Covenants of LVGI and ROKIN. Except as expressly contemplated by this Agreement or otherwise consented to in writing by the other parties, until the Closing no party shall do any of the foregoing:

(b) declare or pay any dividend on, or make any other distribution in respect of, outstanding shares of capital stock or other equity interests; and

(d) ROKIN shall not issue, deliver, award, grant or sell, or authorize or propose the issuance, delivery, award, grant or sale (including the grant of any security interests, liens, claims, pledges, limitations in voting rights, charges or other encumbrances) of, any units or shares of any class of its capital stock or other equity interests (including shares held in treasury), any securities convertible into or exercisable or exchangeable for any such units, shares or interests, or any rights, warrants or options to acquire any such units, shares or interests; amend or otherwise modify the terms of any such rights, warrants or options the effect of which shall be to make such terms more favorable to the holders thereof; take any action to optionally accelerate the exercisability of any such rights, options or warrants; and

(h) adopt or propose to adopt any amendments to its operating agreement, bylaws or certificate of formation; and

(j) incur any obligation for borrowed money or purchase money indebtedness, whether or not evidenced by a note, bond, debenture or similar instrument; and

(m) take or cause to be taken any action that could reasonably be expected to materially delay, or materially and adversely affect the consummation of the transactions contemplated hereby; and

(p) make any loans, advances or capital contributions to, or investments in any Person; and

(q) enter into any new line of business; and

(r) undertake any action or make any election that would deprive the ability of the transaction to qualify as a tax-free contribution of property to ROKINpursuant to the provisions of section 351 of the Code; and

(s) make any capital expenditures in excess of $1,000 individually or in the aggregate; or

(t) agree in writing or otherwise to do any of the foregoing.

6.3 Notices of Certain Events: Consultation.

(a) ROKINshall as promptly as reasonably practicable notify LVGI of: any notice or other communication of which ROKINhas Knowledge from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement; any notice or other communication of which ROKINhas knowledge from any Governmental Entity in connection with the transactions contemplated by this Agreement; any actions, suits, claims, investigations or proceedings commenced or, or to the Knowledge of ROKIN, threatened against, relating to or involving or otherwise affecting ROKINthat, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or which relate to the consummation of the transactions contemplated by this Agreement; and any fact or occurrence between the date of this Agreement and the Closing of which it has knowledge which makes any of its representations contained in this Agreement untrue in any material respect or causes any material breach of its obligations under this Agreement,

(b) LVGI shall as promptly as reasonably practicable notify ROKINof: (i) any notice or other communication of which LVGI has Knowledge from any Person alleging that the consent of such Person (or other Person) is or may be required in connection with the transactions contemplated by this Agreement; any notice or other communication of which LVGI has Knowledge from any Governmental Entity in connection with the transactions contemplated by this Agreement; and any fact or occurrence between the date of this Agreement and the Closing of which it becomes aware which makes any of the representations contained in this Agreement untrue in any material respect or causes any material breach of its obligations under this Agreement.

6.4 Access and Information.

(a) Each of LVGI and ROKINshall afford to the other party and such other party’s representatives reasonable access at reasonable times, upon reasonable prior notice, to its officers, employees, agents, properties, offices and other facilities and to the books and records thereof and furnish promptly to the other party and its representatives such information concerning its business, properties, contracts, records and personnel (including, without limitation, financial, operating and other data and information) as may be reasonably requested, from time to time, by such other party.

(c) The information received pursuant to this Agreement that is non-public shall be deemed to be Confidential Information for purposes of this Agreement.

6.5 Lock-up Agreement by the Key Employees, Officers and Directors. At Closing, all officers, directors, stockholders owning greater than 9.99% of LVGI common stock, and those key employees agreed to by LVGI and ROKIN (the "Restricted Holders") shall enter into an agreement prohibiting such persons from selling any LVGI stock for a period of three (3) months from the Closing Date. In addition, each Restricted Holder shall agree that they will not, for a period of twenty-four (24) months following the Closing Date, directly or indirectly, effect or agree to effect any short sale (as defined in Rule 200 under Regulation SHO of the Exchange Act), whether or not against the box, establish any "put equivalent position" (as defined in Rule I6a-1(h) of the Exchange Act) with respect to the common stock of LVGI, borrow or pre-borrow any shares of LVGI common stock, or grant any other right (including, without limitation, any put or call option) with respect of the LVGI common stock or with respect of any security that includes, relates to or derives any significant part of its value from LVGI common stock or otherwise seek to hedge their position in LVGI common stock.

6.6 Confidentiality.

(a) Neither LVGI, ROKIN, nor any representative, agent or stockholder of such parties shall use or disclose to any Person, except as compelled by law, any Confidential Information for any reason or purpose whatsoever, nor shall they make use of any of the Confidential Information for their own purposes or for the benefit of any Person except in furtherance of the Business.

(b) Each of LVGI, and ROKIN, agrees that, except as otherwise compelled by law, it will not issue any reports, statements or releases, in each case relating to this Agreement or the transactions contemplated hereby, without the prior written consent of the other parties. To the extent compelled by law, the non-disclosing party shall have the right to review any report, statement or release as promptly as possible prior to its publication and to reasonably consult with the disclosing party with respect to the content thereof. This section shall not limit or restrict the parties from communicating any information to its Affiliates or other interested persons.

6.7 Further Assurances. Each of the parties hereto shall execute such documents and take such further actions as may be reasonably required or desirable to carry out the provisions of this Agreement and consummate the transactions contemplated hereby. Each party shall use its reasonable efforts to fulfill or obtain the fulfillment of the conditions to the Closing set forth herein.

6.8 Non-Disparagement. Neither LVGI, ROKIN, nor any representative, agent or stockholder of the same will make, or cause to be made, any statement, observation or opinion, or communicate any information (whether oral or written) that disparages, or may in any way harm the reputation or business of the other of them or their Affiliates or any of their respective former, present or future directors, managers, officers, equity holders, employees or related Persons.

6.9 Notification. From the date hereof until the Closing, each party shall give prompt written notice to the other of the occurrence, or failure to occur, of any event, which occurrence or failure to occur would be reasonably likely to cause any representation or warranty of such party that is contained in this Agreement to be untrue or inaccurate in any material respect as if such representation and warranty were made at such time and the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. Such disclosure by any party pursuant to this section, however, shall not be deemed to amend or supplement any schedule or cure any misrepresentation or breach of warranty.

6.10 Exclusivity.

(a) During the period from the date of this Agreement until the earlier of the termination of this Agreement or the Closing, ROKINshall not, directly or indirectly, through any officer, director, manager, employee, representative, Affiliate or agent, (i) take any action to solicit, initiate, encourage or support any inquiries or proposals that constitute, or could reasonably be expected to lead to, a proposal or offer for a merger, consolidation, business combination, sale of substantial assets, sale of shares of capital stock (including without limitation by way of a tender offer) or similar transactions involving ROKIN, other than the transactions contemplated or expressly permitted by this Agreement (any of the foregoing inquiries or proposals being referred to in this Agreement as a "Transaction Proposal"), (ii) engage in negotiations or discussions concerning, or provide any non-public information to any Person relating to, any Transaction Proposal, or (iii) agree to approve or recommend any Transaction Proposal.

(b) ROKINshall notify LGVI no later than one (1) Business Day after receipt by ROKIN (or its advisors) of any Transaction Proposal or any request for nonpublic information in connection with a Transaction Proposal or for access to the properties, books or record of ROKINby any Person that informs ROKINthat it is considering making, or has made, a Transaction Proposal.

ARTICLE VII

ADDITIONAL AGREEMENTS

7.1 Meetings of Stockholders.

(a) ROKINwill, as promptly as possible after the date of this Agreement, take all actions necessary in accordance with Nevada (state of incorporation) law and its Articles of Incorporation and By Laws to either (i) call, give notice of, convene and hold a meeting of ROKIN's shareholders to be held on the earliest possible date or (ii) prepare and distribute a written consent of shareholders in lieu of a meeting of ROKIN's shareholders, in either case to consider and vote on approval of this Agreement and the transactions contemplated herein (the "ROKIN Shareholders' Meeting"). The Board of Directors of ROKINwill recommend to the shareholders of ROKINthe approval of this Agreement and the transactions contemplated herein and ROKINwill use its reasonable best efforts to solicit from the shareholders of ROKINproxies or consents in favor of the approval of this Agreement.

(b) The Board of Directors of ROKINshall be permitted to withhold, withdraw, amend or modify its recommendation in favor of this Agreement and the transactions contemplated herein to its stockholders ("Change of Recommendation") if the following conditions are met: (i) a bona fide Transaction Proposal shall have been made and not withdrawn which was not solicited, encouraged or facilitated after the date of this Agreement in breach of and did not otherwise result from a breach of this Agreement, (ii) the Board of Directors of ROKINdetermines in good faith by affirmative vote of a majority of all of its members, after consultation with its outside legal counsel, that such Transaction Proposal is a superior proposal (taking into account any adjustment to the terms and conditions proposed by LVGI in response to such Transaction Proposal) and (iii) the Board of Directors of ROKINdetermines in good faith by affirmative vote of a majority of all of its shareholders on the basis of advice of its outside legal counsel that such Change of Recommendation is necessary for the Board of Directors of ROKINto comply with its fiduciary duties to its shareholders under Illinois law.

(c) LVGI will, as promptly as possible after the date of this Agreement, take all actions necessary in accordance with federal securities laws, Nevada law and its charter and bylaws to either (i) call, give notice of, convene and hold a meeting of LVGI’s stockholders to be held on the earliest possible date determined in consultation with ROKINor (ii) prepare and distribute a written consent of stockholders in lieu thereof, in either case to consider and vote on approval of this Agreement and the transactions contemplated herein (the "LVGI Stockholders’ Meeting").

7.2 Appropriate Action; Consents: Filings.

(a) LVGI and ROKIN shall each use their reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or make any filings with or notifications or submissions to any Governmental Entity (other than described in the following clause (iii)) required to be made by LVGI and ROKIN in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the transactions contemplated herein, required under (A) the Securities Act and any other applicable federal or state securities laws, und (B) any other applicable law; provided that LVGI and ROKIN shall cooperate with each other in connection with the making of all such filings and submissions. Each of LVGI and ROKIN, upon request, shall furnish to the others and to any Governmental Entity all information concerning itself and its subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary, advisable or required for any application or other filing or submission to be made pursuant to the rules and regulations of any applicable law in connection with the transactions contemplated by this Agreement.

(b) LVGI and ROKIN agree to cooperate with respect to and agree to use their reasonable best efforts to contest and resist, any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) of any Court or other Governmental Entity that is in effect and that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement.

(i) Each of LVGI and ROKIN shall give any notices to third Persons, and use their reasonable best efforts to obtain any third Persons consents (A) necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (B) otherwise required under any contracts, licenses, leases or other agreements in connection with the consummation of the transactions contemplated hereby or (C) required to prevent a ROKIN Material Adverse Effect or an LVGI Material Adverse Effect from occurring.

(ii) In the event that any party shall fail to obtain any third Person consent described in subsection (i) above, such party shall use its reasonable best efforts, and shall take any such actions reasonably requested by the other parties, to limit the adverse effect upon LVGI, ROKIN and their respective businesses resulting, or which could reasonably be expected to result, from the failure to obtain such consent.

(c) Nothing in this Agreement shall require LVGI to agree to, or permit ROKINto agree to, the imposition of conditions, the payment of any amounts or any requirement of divestiture to obtain any approval, and in no event shall any party take, or be required to take, any action that would or could reasonably be expected to have a ROKIN Material Adverse Effect or a LVGI Material Adverse Effect.

(d) Each of LVGI and ROKIN shall promptly notify the others of (i) any material change in its current or future business, financial condition or results of operations, (ii) any complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Court or Governmental Entities with respect to the transactions contemplated hereby or its business, (iii) the institution or the threat of material litigation involving it, or (iv) any event or condition that might reasonably be expected to cause any of its representations, warranties, covenants or agreements set forth herein not to be true and correct at the Closing. As used in the preceding sentence, "material litigation" means any case, arbitration or adversary proceeding or other matter which would have been required to be disclosed by the parties prior to execution of this agreement, or disclosed in the LVGI annual report as filed with the OTC, as the case may be, if in existence on the date hereof, or in respect of which the legal fees and other costs to LVGI or ROKINmight reasonably be expected to exceed fifty thousand dollars ($50,000.00) over the life of the matter.

7.3 Public Announcements. LVGI shall be responsible for issuing any press release or otherwise make any public statements with respect to this Agreement and the transactions contemplated herein.

7.4 Indemnification.

(a) Indemnity Agreement of ROKIN. Subject to the provisions and limitations of this Section, ROKIN, for itself, its successors and assigns, agrees to indemnify and hold harmless each of LVGI and its respective officers, directors, representatives, and agents from and against:

(i) Failure to Perform Obligations. Any Event of Loss (as defined below) or Loss (as defined below) arising as a result of ROKIN’s failure to perform or discharge any of its duties or obligations to be performed by ROKIN hereunder; and

(ii) Breach of Representations, Warranties or Covenants. Any Event of Loss or Loss arising from any breach of any representation, warranty or covenant of ROKIN set forth in this Agreement.

(b) Indemnity Agreement of LVGI. Subject to the provisions and limitations of this Section, each of LVGI, for itself, its successors and assigns, agrees to indemnify and hold harmless ROKIN and its officers, directors, representatives, and agents from and against:

(i) Failure to Perform Obligations. Any Event of Loss or Loss arising as a result of LVGI's failure to discharge or perform any duties or obligations to be performed by LVGI or hereunder; and

(ii) Breach of Representations. Warranties or Covenants. Any Event of Loss or Loss arising from any breach of a representation, warranty or covenant of LVGI as set forth in this Agreement.

(e) Deductible Amount and Time Period. An Indemnifying Party shall not be required to make any indemnification payments hereunder for which such Indemnifying Party would otherwise be liable under this Section until (and then only to the extent that) the total of all amounts to which, but for the provisions of this sentence, the Indemnified Party would be entitled pursuant to this Section with respect to all Losses actually exceeds twenty five thousand ($25,000); provided, however, that the limitations on liability set forth in this sentence shall not be applicable to (i) any claim against an Indemnifying Party alleging fraudulent misrepresentation or (ii) any payments to be made by the Indemnifying Party pursuant to any provision of this Agreement (other than those set forth in this Section) or any provision of the instruments of assumption referred to herein.

ARTICLE VIII

CONDITIONS

(b) Government Consents. The applicable waiting period under any approvals of any Governmental Entity which the failure to obtain would constitute a criminal offense, or individually or in the aggregate would be reasonably expected to have a ROKIN Material Adverse Effect or a LVGI Material Adverse Effect.

(a) Representations and Warranties. Each of the representations and warranties of the parties contained in this Agreement (which for purposes of this subparagraph (a) shall be read as though none of them contained any ROKIN Material Adverse Effect or other materiality qualifications) shall be true and correct in all respects on the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties specifically relate to a specified date, in which case such representations and warranties shall be true and correct as of such specified date) except where the failure of such representations and warranties in the aggregate to be true and correct in all respects has not had, and would not reasonably be expected to have, a ROKIN Material Adverse Effect.

(b) Agreements and Covenants. ROKINshall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.

(c) No Material Adverse Effect. No ROKIN Material Adverse Effect shall have occurred and be continuing as of the Closing Date.

(d) Compliance Certificate. LVGI shall have received a certificate from the appropriate officer of ROKIN, dated the Closing Date, confirming that the conditions in Sections 8.2(a), (b) and (c) have been satisfied.

(e) Anti Sandbagging: LVGI fully acknowledges that it has exercised due diligence and proper investigation with respect to ROKIN and that ROKIN will not be liable to LVGI with respect to any breach of any representation or inaccuracy or warranty in this Agreement if LVGI had knowledge of such Breach before Closing.

(f) Shareholder Approval. This Agreement and the transactions contemplated herein shall have been approved and adopted by the Required Vote of ROKIN.

(g) Buy-Sell Agreement. The Parties shall have agreed to the terms of the Buy-Sell Agreement, to be executed at the Closing.

8.3 Additional Conditions to Obligations of ROKIN. The obligations of ROKINto effect the transactions contemplated hereby are also subject to the satisfaction at or prior to the Closing Date of the following conditions:

(c) No Material Adverse Effect. No LVGI Material Adverse Effect shall have occurred and be continuing as of the Closing Date.

(d) Compliance Certificate. ROKINshall have received a certificate from the appropriate officers of LVGI, dated the Closing Date, confirming that the conditions in Sections 8.3 (a), (b) and (c) have been satisfied.

(e) Anti Sandbagging: ROKIN fully acknowledges that it has exercised due diligence and proper investigation with respect to LVGI and that LVGI will not be liable to ROKIN with respect to any breach of any representation or inaccuracy or warranty in this Agreement if ROKIN had knowledge of such Breach before Closing.

(f) Approval. This Agreement and the transactions contemplated herein shall have been approved and adopted by the Required Vote of LVGI.

(g) Buy-Sell Agreement. The Parties shall have agreed to the terms of the Buy-Sell Agreement, to be executed at the Closing.

ARTICLE IX

TERMINATION, AMENDMENT AND WAIVER

9.1 Termination. This Agreement may be terminated by any of LVGI and ROKIN, at any time prior to the Closing Date for any reason.

ARTICLE X

SURVIVAL

All the representations and warranties of LVGI and ROKINcontained herein and in any certificate delivered to another party in connection with this Agreement, and all claims with respect thereto, shall survive until and terminate on the day that is eighteen (18) months after the Closing Date, except that the representations and warranties contained in Sections 4.1, 4.3, 4.4, 5.1, 5.3, 5.5 and 5.6 shall survive indefinitely. In the event notice of any claim for indemnification has been given within the applicable survival period, the representations and warranties that are the subject of such indemnification claim shall survive with respect to such claim until such time as such claim is finally resolved.

ARTICLE XI

GENERAL PROVISIONS

(a) If to LVGI, to:

Joseph Francella

Chief Executive Officer

Limitless Venture Group, Inc.

121 East 35^th Street

Tulsa, Oklahoma 74105

joseph@lvginc.com

(b)

If to ROKIN to:

Lawrence Bauer

CFO

Rokin Inc

11218 C Lee Highway

Fairfax, VA 22030

LBauer@Rokinvapes.com

11.8 Governing Law; Consent Jurisdiction; Venue.

(a) This Agreement, and the rights and obligations of the parties hereto, shall be governed by and construed in accordance with the laws of the State of Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts of law; and

(b) If either party initiates suit against the other party, the initiating party agrees to file the suit in the state designated by the defending party. Therefore:

(i) If ROKIN initiates suit against LVGI, ROKIN must file the suit in the state of Oklahoma and each of the parties will hereto irrevocably submit to the exclusive jurisdiction of the state courts of Oklahoma and to the jurisdiction of the United States District Court for the Northern District of Oklahoma, for the purpose of any action or proceeding arising out of or relating to this Agreement and each of the parties hereto irrevocably agrees that all claims in respect to such action or proceeding shall be heard and determined exclusively in such courts sitting in the State of Oklahoma. Each of the parties hereto agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; and

(ii) If LVGI initiates suit against ROKIN, LVGI must file the suit in the state of Delaware and each of the parties will hereto irrevocably submit to the exclusive jurisdiction of the state courts of Delaware and to the jurisdiction of the United States District Court for the District of Delaware, for the purpose of any action or proceeding arising out of or relating to this Agreement and each of the parties hereto irrevocably agrees that all claims in respect to such action or proceeding shall be heard and determined exclusively in such courts sitting in the State of Delaware.

11.9 Expenses. Each party shall pay its respective expenses incurred by it in negotiating and preparing this Agreement.

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[Signature Pages Follows]

LIMITLESS VENTURE GROUP, INC.

_________/s/ Joseph Francella_____

By: Joseph Francella

Title: CEO

Date: 05/06/2020

ROKIN, INC.

______/s/ Lawrence Bauer________

By: Lawrence Bauer

Title: CFO

Date: 05/06/2020

SHAREHOLDERS:

Bauer Investment, LLC

______/s/ Lawrence Bauer________

Print: Lawrence Bauer

Title: CFO

Date: 05/06/2020

Mar-Beth LLC

By: ____/s/ Mark Bromley______

Print Name: Mark Bromley

Title: President

Date: 5/06/2020

Daryl S. Bauer and Nadine Benson, JTWROS

___/s/ Daryl Bauer______

Daryl S. Bauer

Date: 05/06/2020

_____/s/ Nadine Benson______

Nadine Benson

Date: 05/06/2020

Alexander H. Bauer and Ashton Bauer, JTWROS

_______/s/ Alexander H. Bauer______

Alexander H. Bauer

Date: 05/06/2020

_____/s/ Ashton Bauer________

Ashton Bauer

Date: 05/06/2020

Leonard ET Marsh and Jinny RS Marsh JTWROS

____/s/ Leonard ET Marsh_____

Leonard ET Marsh

Date: 05/06/2020

_______/s/ Jinny RS Marsh________

Jinny RS Marsh

Date: 05/06/2020

Cindy Solomon and Clagett H. Moxley JTWROS

____/s/ Cindy Solomon________

Cindy Solomon

Date: 05/06/2020

________/s/ Clagett H. Moxley__________

Clagett H. Moxley

Date: 05/06/2020

Equity Trust Company/Custodian FBO: Todd Fasanella, Acct# 200205098 “IRA”

By: _____/s/Todd Fasanella________

Print Name: Todd Fasanella

Title: Beneficiary

Date: 05/06/2020

Training Source, Inc. d/b/a TSI Associates

By: ____/s/James S. Shonberger_______

Print Name: James S. Shonberger

Title: President

Date: 05/06/2020

SCHEDULE 8.2(d)

ROKIN Compliance Certificate

In accordance with, and subject to the terms and conditions of, Section 8.2(d) of the Acquisition Agreement, ROKIN hereby certifies that, as of the date written below:

Each representation and warranty of ROKIN in the Acquisition Agreement is true and correct in all respects, except where the failure of such representations and warranties in the aggregate to be true and correct in all respects has not had, and is not reasonably expected to have, a ROKIN Material Adverse Effect, as such term is defined in the Acquisition Agreement;

ROKIN has performed or complied in all material respects with all agreements and covenants required by the Acquisition Agreement to be performed or complied with by ROKIN on or prior to the date written below; and

No ROKIN Material Adverse Effect has occurred or is continuing as of the date written below.

ROKIN, INC.

______/s/ Lawrence Bauer________

By: Lawrence Bauer

Title: CFO

Date: 05/06/2020

SCHEDULE 8.3(d)

LVGI Compliance Certificate

In accordance with, and subject to the terms and conditions of, Section 8.3(d) of the Acquisition Agreement, LVGI hereby certifies that, as of the date written below:

No LVGI Material Adverse Effect has occurred or is continuing as of the date written below.

LIMITLESS VENTURE GROUP, INC.

_________/s/ Joseph Francella_____

By: Joseph Francella

Title: CEO

Date: 05/06/2020

EXHIBIT A

Obligation of Services

1. LVGI commits to the following schedule of products and services to be delivered to ROKIN within Sixty (60) days from the effective date of this agreement:

Provide CBD products for resell with a wholesale value not to exceed Thirty-Thousand Dollars ($30K). Types and quantities of CBD products will be determined solely by ROKIN; and

LVGI will immediately provide a professional online marketing services company to execute and support a tactical and strategic online marketing plan. The value of these services shall not exceed Twenty-Five Thousand Dollars ($25,000).

LIMITLESS VENTURE GROUP, INC.

_________/s/ Joseph Francella_____

By: Joseph Francella

Title: CEO

Date: 05/06/2020

ROKIN, INC.

______/s/ Lawrence Bauer________

By: Lawrence Bauer

Title: CFO

Date: 05/06/2020

EXHIBIT B

SHAREHOLDER EXCHANGE RATIO

ROKIN Shareholders	Percent Ownership in Rokin Inc	No. Of Shares Issued	No. Shares to be Exchanged	No. of LVGI Preferred Shares to Be Issued
Bauer Investment, LLC	23.00%	230.0	85	766.667
Daryl S. Bauer and Nadine Benson, JTWROS	21.81%	218.1	77.1	727.001
Alexander H. Bauer and Ashton Bauer, JTWROS	21.0%	210.0	71.0	700.001
Mar-Beth LLC	15.84%	158.4	57.4	528.001
Leonard ET Marsh and Jinny RS Marsh JTWROS	9.90%	99	35	330.001
Cindy Solomon and Clagett H. Moxley JTWROS	6.95%	69.5	24.5	231.667
Equity Trust Company/Custodian FBO: Todd Fasanella, Acct# 200205098 “IRA”	1.00%	10	4	33.334
Training Source, Inc. d/b/a TSI Associates	0.50%	5	2	16.667
	100.00%	1,000	356	3,333

EX1A-12 OPN CNSL 6 ex12legop.htm

EX1A-12 OPN CNSL

THE LAW OFFICES OF

THOMAS C. COOK

ATTORNEY AND COUNSELOR AT LAW

10470 W. CHEYENNE AVENUE, SUITE 115, PMB 303

LAS VEGAS, NEVADA 89129

(702) 524-9151

tccesq@aol.com

February 9, 2021

To: Board of Directors, Limitless Venture Group, Inc.

Re: Registration Statement of Form 1-A (the “Registration Statement”)

Gentlemen,

You have requested our opinion as counsel for Limitless Venture Group, Inc., a Nevada corporation (the “Company”) in connection with the registration under the Securities Act of 1933, as amended, pursuant to Regulation A,, and the Rules and Regulations promulgated thereunder, and the public offering by the Company of up to 30,000,000 shares of common stock issuable in connection with the Company’s Offering Statement on Form 1-A.

In that connection, we have examined the Company’s Offering Statement pursuant to Regulation A, and filed with the Securities and Exchange Commission on or about January 26, 2021 (the “Offering Circular”). We further have examined the Articles of Incorporation, Bylaws, and applicable minutes of the Company as a basis of our opinion hereinafter expressed.

Based upon the foregoing, we are of the opinion that the issue and sale of the Company shares to be sold pursuant to the terms of the Registration Statement as filed with the Securities and Exchange Commission have been duly authorized and, upon the sale thereof in accordance with the terms and conditions of the Registration Statement be validly issued, fully-paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Offering Statement.

Sincerely,

/s/ Thomas C. Cook

Thomas C. Cook, Esq.